Execution


===============================================================================


                       GE CAPITAL MORTGAGE SERVICES, INC.,

                               Seller and Servicer


                                       and


                      STATE STREET BANK AND TRUST COMPANY,

                                     Trustee


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


                         POOLING AND SERVICING AGREEMENT

                            Dated as of June 1, 1999


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


                       GE Capital Mortgage Services, Inc.,

                                  1999-14 Trust


===============================================================================





                                Table of Contents



                                                                                                               Page
                                                                                                               ----

                                    ARTICLE I
                                   DEFINITIONS

                                                                                                               
Section 1.01. Definitions.........................................................................................1

                                   ARTICLE II
                          CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans.......................................................................34
Section 2.02. Acceptance by Trustee..............................................................................37
Section 2.03. Representations and Warranties of the Company; Mortgage Loan Repurchase............................39
Section 2.04. Execution of Certificates..........................................................................44
Section 2.05. Designations under the REMIC Provisions............................................................44

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. Company to Act as Servicer.........................................................................44
Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan Payment Record; Certificate
                 Account.........................................................................................48
Section 3.03. Collection of Taxes, Assessments and Other Items...................................................50
Section 3.04. Permitted Debits to the Mortgage Loan Payment Record...............................................51
Section 3.05. Maintenance of the Primary Insurance Policies......................................................52
Section 3.06. Maintenance of Hazard Insurance....................................................................53
Section 3.07. Assumption and Modification Agreements.............................................................53
Section 3.08. Realization Upon Defaulted Mortgage Loans..........................................................54
Section 3.09. Trustee to Cooperate; Release of Mortgage Files....................................................57
Section 3.10. Servicing Compensation; Payment of Certain Expenses by the Company.................................57
Section 3.11. Reports to the Trustee.............................................................................58
Section 3.12. Annual Statement as to Compliance..................................................................58
Section 3.13. Annual Independent Public Accountants' Servicing Report............................................58
Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans.......................59
Section 3.15. Maintenance of Certain Servicing Policies..........................................................59
Section 3.16. Optional Purchase of Defaulted Mortgage Loans......................................................59

                                   ARTICLE IV
                             PAYMENTS AND STATEMENTS

Section 4.01. Distributions......................................................................................59
Section 4.02. Method of Distribution.............................................................................64
Section 4.03. Allocation of Losses...............................................................................65
Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans............................................66
Section 4.05. Statements to Certificateholders...................................................................67
Section 4.06. Servicer's Certificate.............................................................................69
Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged Property.....................................69
Section 4.08. Reduction of Servicing Fees by Compensating Interest Payments......................................70
Section 4.09. Surety Bond........................................................................................70
Section 4.10. Distributions to Holders of Designated Retail Certificates.........................................70

                                    ARTICLE V
                                THE CERTIFICATES

Section 5.01. The Certificates...................................................................................75
Section 5.02. Registration of Transfer and Exchange of Certificates..............................................76
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates..................................................81
Section 5.04. Persons Deemed Owners..............................................................................82
Section 5.05. Access to List of Certificateholders' Names and Addresses..........................................82
Section 5.06. Representation of Certain Certificateholders.......................................................82
Section 5.07. Determination of COFI..............................................................................83
Section 5.08. Determination of LIBOR.............................................................................83

                                   ARTICLE VI
                                   THE COMPANY

Section 6.01. Liability of the Company...........................................................................85
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations of, the Company.......................85
Section 6.03. Assignment.........................................................................................85
Section 6.04. Limitation on Liability of the Company and Others..................................................85
Section 6.05. The Company Not to Resign..........................................................................86

                                   ARTICLE VII
                                     DEFAULT

Section 7.01. Events of Default..................................................................................86
Section 7.02. Trustee to Act; Appointment of Successor...........................................................87
Section 7.03. Notification to Certificateholders.................................................................88

                                  ARTICLE VIII
                                   THE TRUSTEE

Section 8.01. Duties of Trustee..................................................................................88
Section 8.02. Certain Matters Affecting the Trustee..............................................................90
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans..............................................91
Section 8.04. Trustee May Own Certificates.......................................................................91
Section 8.05. The Company to Pay Trustee's Fees and Expenses.....................................................91
Section 8.06. Eligibility Requirements for Trustee...............................................................91
Section 8.07. Resignation or Removal of Trustee..................................................................92
Section 8.08. Successor Trustee..................................................................................92
Section 8.09. Merger or Consolidation of Trustee.................................................................93
Section 8.10. Appointment of Co-Trustee or Separate Trustee......................................................93
Section 8.11. Compliance with REMIC Provisions; Tax Returns......................................................94

                                   ARTICLE IX
                                   TERMINATION

Section 9.01. Termination upon Repurchase by the Company or Liquidation of All Mortgage Loans....................94
Section 9.02. Additional Termination Requirements................................................................96

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

Section 10.01. Amendment.........................................................................................96
Section 10.02. Recordation of Agreement..........................................................................98
Section 10.03. Limitation on Rights of Certificateholders........................................................98
Section 10.04. Governing Law.....................................................................................99
Section 10.05. Notices...........................................................................................99
Section 10.06. Notices to the Rating Agencies....................................................................99
Section 10.07. Severability of Provisions........................................................................99
Section 10.08. Certificates Nonassessable and Fully Paid.........................................................99






Exhibits
- --------

EXHIBIT A    Forms of Certificates
EXHIBIT B    Principal Balance Schedules
EXHIBIT C    Mortgage Loans (including list of Cooperative Loans)
EXHIBIT D    Form of Servicer's Certificate
EXHIBIT E    Form of Transfer Certificate as to ERISA Matters for Definitive
               ERISA-Restricted Certificates
EXHIBIT F    Form of Residual Certificate Transferee Affidavit
EXHIBIT G    Form of Residual Certificate Transferor Letter
EXHIBIT H    Additional Servicer Compensation
EXHIBIT I    Form of Investment Letter for Definitive Restricted Certificates
EXHIBIT J    Form of Distribution Date Statement
EXHIBIT K    Form of Special Servicing and Collateral Fund Agreement
EXHIBIT L    Form of Lost Note Affidavit and Agreement
EXHIBIT M    Schedule of Designated Loans
EXHIBIT N    Schedule of Pledged Asset Mortgage Loans
EXHIBIT O    Senior Principal Priorities





     THIS POOLING AND SERVICING AGREEMENT, dated as of June 1, 1999, between GE
CAPITAL MORTGAGE SERVICES, INC., a corporation organized and existing under the
laws of the State of New Jersey, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee.

                      W I T N E S S E T H     T H A T :


     In consideration of the mutual agreements herein contained, GE Capital
Mortgage Services, Inc. and State Street Bank and Trust Company agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

          Accretion Directed Certificate: None.

          Accretion Directed Component: None.

          Accretion Termination Date: None.

          Accrual Amount: As to any Class of Accrual Certificates and any
     Accrual Component and each Distribution Date through the related Accretion
     Termination Date, the sum of (x) any amount of Accrued Certificate Interest
     allocable to such Class or Component pursuant to Section 4.01(a)(i) on such
     Distribution Date and (y) any amount of Unpaid Class Interest Shortfall
     allocable to such Class or Component pursuant to Section 4.01(a)(ii) on
     such Distribution Date, to the extent that such amounts are distributed to
     any Accretion Directed Certificates and any Accretion Directed Components
     pursuant to Section 4.01(e). As to any Class of Accrual Certificates and
     any Accrual Component and each Distribution Date after the related
     Accretion Termination Date, zero.

          Accrual Certificates: None.

          Accrual Component: None.

          Accrued Certificate Interest: As to any Distribution Date and any
     Class of Certificates (other than any Class of Principal Only Certificates
     and any Class of Certificates consisting of Specified Components), interest
     accrued during the related Interest Accrual Period at the applicable
     Certificate Interest Rate on the Class Certificate Principal Balance (or,
     in the case of any Class of Notional Certificates other than the Class S
     Certificates, on the aggregate Notional Principal Balance) thereof
     immediately prior to (or, in the case of the Class S Certificates, on the
     aggregate Notional Principal Balance thereof with respect to) such
     Distribution Date, calculated on the basis of a 360-day year consisting of
     twelve 30-day months. As to any Distribution Date and any Specified
     Component (other than any Principal Only Component), interest accrued
     during the related Interest Accrual Period at the applicable Component
     Interest Rate on the Component Principal Balance (or Notional Component
     Principal Balance) thereof immediately prior to such Distribution Date,
     calculated on the basis of a 360-day year consisting of twelve 30-day
     months. As to any Distribution Date and any Class of Certificates
     consisting of Specified Components, the aggregate of Accrued Certificate
     Interest on such Specified Components for such Distribution Date.

          Accrued Certificate Interest on each Class of Certificates (other than
     any Class of Principal Only Certificates and any Class of Certificates
     consisting of Specified Components) and any Specified Component (other than
     any Principal Only Component) shall be reduced by such Class's or Specified
     Component's share of the amount of any Net Interest Shortfall and Interest
     Losses for such Distribution Date. Any Net Interest Shortfall and Interest
     Losses shall be allocated among (x) the Classes of Certificates (other than
     any Class of Principal Only Certificates and any Class of Certificates
     consisting of Specified Components) and (y) the Specified Components (other
     than any Principal Only Component) of any Component Certificate in
     proportion to the respective amounts of Accrued Certificate Interest that
     would have resulted absent such shortfall or losses.

          Additional Collateral: With respect to any Mortgage 100SM Loan, the
     marketable securities held from time to time as security for the repayment
     of such Mortgage 100SM Loan and any related collateral. With respect to any
     Parent PowerSM Loan, the third-party guarantee for such Parent PowerSM
     Loan, together with (i) any marketable securities held from time to time as
     security for the performance of such guarantee and any related collateral
     or (ii) any mortgaged property securing the performance of such guarantee,
     the related home equity line of credit loan and any related collateral.

          Agreement: This Pooling and Servicing Agreement and all amendments
     hereof and supplements hereto.

          Allocable Share: (a) As to any Distribution Date and amounts
     distributable pursuant to clauses (i) and (iii) of the definition of Junior
     Optimal Principal Amount, and as to each Class of Junior Certificates, the
     fraction, expressed as a percentage, the numerator of which is the Class
     Certificate Principal Balance of such Class and the denominator of which is
     the aggregate Class Certificate Principal Balance of the Junior
     Certificates.

          (b) As to any Distribution Date and amounts distributable pursuant to
     clauses (ii), (iv) and (v) of the definition of Junior Optimal Principal
     Amount, and as to the Class M Certificates and each Class of Class B
     Certificates for which the related Prepayment Distribution Trigger has been
     satisfied on such Distribution Date, the fraction, expressed as a
     percentage, the numerator of which is the Class Certificate Principal
     Balance of such Class and the denominator of which is the aggregate Class
     Certificate Principal Balance of all such Classes. As to any Distribution
     Date and each Class of Class B Certificates for which the related
     Prepayment Distribution Trigger has not been satisfied on such Distribution
     Date, 0%.

          Amortization Payment: As to any REO Mortgage Loan and any month, the
     payment of principal and accrued interest due in such month in accordance
     with the terms of the related Mortgage Note as contemplated by Section
     3.08(b).

          Amount Held for Future Distribution: As to each Distribution Date, the
     total of all amounts credited to the Mortgage Loan Payment Record as of the
     preceding Determination Date on account of (i) Principal Prepayments,
     Insurance Proceeds and Liquidation Proceeds received subsequent to the
     preceding Prepayment Period applicable to such receipts, and (ii) monthly
     payments of principal and interest due subsequent to the preceding Due
     Date.

          Anniversary Determination Date: The Determination Date occurring in
     July of each year that the Certificates are outstanding, commencing in July
     2000.

          Assignment of Proprietary Lease: With respect to a Cooperative Loan,
     the assignment of the related Proprietary Lease from the Mortgagor to the
     originator of the Cooperative Loan.

          Assumed Monthly Payment Reduction: As of any Anniversary Determination
     Date and as to any Non-Primary Residence Loan remaining in the Mortgage
     Pool whose original principal balance was 80% or greater of the Original
     Value thereof, the excess of (i) the Monthly Payment thereof calculated on
     the assumption that the Mortgage Rate thereon was equal to the weighted
     average (by principal balance) of the Net Mortgage Rates of all Outstanding
     Mortgage Loans (the "Weighted Average Rate") as of such Anniversary
     Determination Date over (ii) the Monthly Payment thereof calculated on the
     assumption that the Net Mortgage Rate thereon was equal to the Weighted
     Average Rate less 1.25% per annum.

          Available Funds: As to each Distribution Date, an amount equal to the
     sum of (i) all amounts credited to the Mortgage Loan Payment Record
     pursuant to Section 3.02 as of the preceding Determination Date, (ii) any
     Monthly Advance and any Compensating Interest Payment for such Distribution
     Date, (iii) the Purchase Price of any Defective Mortgage Loans and
     Defaulted Mortgage Loans deposited in the Certificate Account on the
     Business Day preceding such Distribution Date (including any amounts
     deposited in the Certificate Account in connection with any substitution of
     a Mortgage Loan as specified in Section 2.03(b)), and (iv) the purchase
     price of any defaulted Mortgage Loan purchased under an agreement entered
     into pursuant to Section 3.08(e) as of the end of the preceding Prepayment
     Period less the sum of (x) the Amount Held for Future Distribution, (y) the
     amount of any Unanticipated Recovery credited to the Mortgage Loan Payment
     Record pursuant to clause (vi) of Section 3.02(b), and (z) amounts
     permitted to be debited from the Mortgage Loan Payment Record pursuant to
     clauses (i) through (vii) and (ix) of Section 3.04.

          Bankruptcy Coverage Termination Date: The Distribution Date upon which
     the Bankruptcy Loss Amount has been reduced to zero or a negative number
     (or the Cross-Over Date, if earlier).

          Bankruptcy Loss Amount: As of any Determination Date prior to the
     first Anniversary Determination Date, the Bankruptcy Loss Amount shall
     equal $110,800, as reduced by the aggregate amount of Deficient Valuations
     and Debt Service Reductions since the Cut-off Date. As of any Determination
     Date after the first Anniversary Determination Date, other than an
     Anniversary Determination Date, the Bankruptcy Loss Amount shall equal the
     Bankruptcy Loss Amount on the immediately preceding Anniversary
     Determination Date as reduced by the aggregate amount of Deficient
     Valuations and Debt Service Reductions since such preceding Anniversary
     Determination Date. As of any Anniversary Determination Date, the
     Bankruptcy Loss Amount shall equal the lesser of (x) the Bankruptcy Loss
     Amount as of the preceding Determination Date as reduced by any Deficient
     Valuations and Debt Service Reductions for the preceding Distribution Date,
     and (y) the greater of (i) the Fitch Formula Amount for such Anniversary
     Determination Date and (ii) the Formula Amount for such Anniversary
     Determination Date.

          The Bankruptcy Loss Amount may be further reduced by the Company
     (including accelerating the manner in which such coverage is reduced)
     provided that prior to any such reduction, the Company shall obtain written
     confirmation from each Rating Agency that such reduction shall not
     adversely affect the then-current rating assigned to the related Classes of
     Certificates by such Rating Agency and shall provide a copy of such written
     confirmation to the Trustee.

          BBA: The British Bankers' Association.

          BIF: The Bank Insurance Fund of the FDIC, or its successor in
     interest.

          Book-Entry Certificate: Any Certificate registered in the name of the
     Depository or its nominee, ownership of which is reflected on the books of
     the Depository or on the books of a person maintaining an account with such
     Depository (directly or as an indirect participant in accordance with the
     rules of such Depository). As of the Closing Date, each Class of
     Certificates, other than the Class B3, Class B4, Class B5, Class R, Class
     PO and Class S Certificates, constitutes a Class of Book-Entry
     Certificates.

          Book-Entry Nominee: As defined in Section 5.02(b).

          Business Day: Any day other than a Saturday or a Sunday, or a day on
     which banking institutions in New York City or the city in which the
     Corporate Trust Office is located are authorized or obligated by law or
     executive order to be closed.

          Buydown Funds: Funds contributed by the Mortgagor or another source in
     order to reduce the interest payments required from the Mortgagor for a
     specified period in specified amounts.

          Buydown Mortgage Loan: Any Mortgage Loan as to which the Mortgagor
     pays less than the full monthly payment specified in the Mortgage Note
     during the Buydown Period and the difference between the amount paid by the
     Mortgagor and the amount specified in the Mortgage Note is paid from the
     related Buydown Funds.

          Buydown Period: The period during which Buydown Funds are required to
     be applied to the related Buydown Mortgage Loan.

          Certificate: Any one of the certificates signed and countersigned by
     the Trustee in substantially the forms attached hereto as Exhibit A.

          Certificate Account: The trust account or accounts created and
     maintained with the Trustee pursuant to Section 3.02 and which must be an
     Eligible Account.

          Certificate Interest Rate: With respect to any Class of Certificates,
     other than the Class S Certificates or any LIBOR Certificates, and as of
     any Distribution Date, the per annum rate specified or described in Section
     5.01(b). With respect to any Class of LIBOR Certificates, the per annum
     variable rate at any time at which interest accrues on the Certificates of
     such Class, as determined pursuant to Section 5.01(f). With respect to the
     Class S Certificates and any Distribution Date, the Strip Rate for such
     Distribution Date.

          Certificate Owner: With respect to any Book-Entry Certificate, the
     person who is the beneficial owner thereof.

          Certificate Principal Balance: As to any Certificate other than a
     Notional Certificate, and as of any Distribution Date, the Initial
     Certificate Principal Balance of such Certificate (plus, in the case of any
     Accrual Certificate, its Percentage Interest of any related Accrual Amount
     for each previous Distribution Date) less the sum of (i) all amounts
     distributed with respect to such Certificate in reduction of the
     Certificate Principal Balance thereof on previous Distribution Dates
     pursuant to Section 4.01, (ii) any Realized Losses allocated to such
     Certificate on previous Distribution Dates pursuant to Section 4.03(b) and
     (c), and (iii) in the case of a Subordinate Certificate, such Certificate's
     Percentage Interest of the Subordinate Certificate Writedown Amount
     allocated to such Certificate on previous Distribution Dates. The Notional
     Certificates are issued without Certificate Principal Balances.

          Certificate Register and Certificate Registrar: The register
     maintained and the registrar appointed pursuant to Section 5.02.

          Certificateholder or Holder: The person in whose name a Certificate is
     registered in the Certificate Register, except that, solely for the
     purposes of giving any consent pursuant to this Agreement, a Certificate of
     any Class to the extent that the Company or any affiliate is the
     Certificate Owner or Holder thereof (except to the extent the Company or
     any affiliate thereof shall be the Certificate Owner or Holder of all
     Certificates of such Class), shall be deemed not to be outstanding and the
     Percentage Interest (or Voting Rights) evidenced thereby shall not be taken
     into account in determining whether the requisite amount of Percentage
     Interests (or Voting Rights) necessary to effect any such consent has been
     obtained; provided, however, that in determining whether the Trustee shall
     be protected in relying on such consent only the Certificates that the
     Trustee knows to be so held shall be so disregarded.

          Class: All Certificates bearing the same class designation.

          Class A9 Percentage: With respect to any Distribution Date, the
     percentage (carried to six decimal places) obtained by dividing (x) the
     aggregate Certificate Principal Balance of the Class A9 Certificates
     immediately preceding such Distribution Date, by (y) the aggregate
     Certificate Principal Balance of all the Certificates (other than the Class
     PO Certificates) immediately preceding such Distribution Date.

          Class A9 Prepayment Distribution Percentage: 0% through the
     Distribution Date in June 2004; 30% thereafter through the Distribution
     Date in June 2005; 40% thereafter through the Distribution Date in June
     2006; 60% thereafter through the Distribution Date in June 2007; 80%
     thereafter through the Distribution Date in June 2008; and 100% thereafter.

          Class A9 Principal Distribution Amount: With respect to any
     Distribution Date, the sum of (a) the total of the amounts described in
     clauses (i) and (iii) of the definition of Senior Optimal Principal Amount
     for such date (without application of the Senior Percentage or the Senior
     Prepayment Percentage) multiplied by the Class A9 Scheduled Distribution
     Percentage for such date and (b) the total of the amounts described in
     clauses (ii), (iv) and (v) of the definition of Senior Optimal Principal
     Amount (without application of the Senior Prepayment Percentage) for such
     date multiplied by the product of (x) the Class A9 Percentage for such date
     and (y) the Class A9 Prepayment Distribution Percentage for such date;
     provided, however, that (i) on the Group I Final Distribution Date, the
     Class A9 Principal Distribution Amount will be increased by any portion of
     the Senior Optimal Principal Amount remaining after distributions of
     principal have been made on the Group I Senior Certificates and (ii)
     following the Group I Final Distribution Date, the Class A9 Principal
     Distribution Amount will equal the Senior Optimal Principal Amount.

          Class A9 Scheduled Distribution Percentage: With respect to any
     Distribution Date through the Distribution Date in June 2004, 0%. The Class
     A9 Scheduled Distribution Percentage for any Distribution Date after the
     Distribution Date in June 2004 will equal the Class A9 Percentage for such
     Distribution Date. Notwithstanding the foregoing, on any Distribution Date
     after the Group I Final Distribution Date, the Class A9 Scheduled
     Distribution Percentage will equal the Senior Percentage.

          Class B Certificate: Any Class B1, Class B2, Class B3, Class B4 or
     Class B5 Certificate.

          Class Certificate Principal Balance: As to any Class of Certificates,
     other than any Class of Notional Certificates, and as of any date of
     determination, the aggregate of the Certificate Principal Balances of all
     Certificates of such Class. The Class Certificate Principal Balance of each
     such Class of Certificates as of the Closing Date is specified in Section
     5.01(b).

          Class Interest Shortfall: As to any Distribution Date and any Class of
     Certificates (other than any Class of Principal Only Certificates or any
     Class consisting of Specified Components) or any Specified Component, any
     amount by which the amount distributed to Holders of such Class of
     Certificates or in respect of such Specified Component (or added to the
     Class Certificate Principal Balance of any Class of Accrual Certificates or
     to the Component Principal Balance of any Accrual Component constituting a
     Specified Component) on such Distribution Date pursuant to Section
     4.01(a)(i) is less than the Accrued Certificate Interest thereon or in
     respect thereof for such Distribution Date. As to any Distribution Date and
     any Class of Certificates consisting of Specified Components, the sum of
     the Class Interest Shortfalls for such Components on such date.

          Class PO Deferred Amount: As to any Distribution Date on or prior to
     the Cross-Over Date, the aggregate of the applicable PO Percentage of the
     principal portion of each Realized Loss, other than any Excess Loss, to be
     allocated to the Class PO Certificates on such Distribution Date or
     previously allocated to the Class PO Certificates and not yet paid to the
     Holders of the Class PO Certificates pursuant to Section 4.01(a)(iv).

          Class PO Principal Distribution Amount: As to any Distribution Date,
     an amount equal to the sum of the applicable PO Percentage of:

          (i) the principal portion of each Monthly Payment due on the related
     Due Date on each Outstanding Mortgage Loan as of such Due Date as specified
     in the amortization schedule at the time applicable thereto (after
     adjustments for previous Principal Prepayments and the principal portion of
     Debt Service Reductions subsequent to the Bankruptcy Coverage Termination
     Date but before any adjustment to such amortization schedule by reason of
     any bankruptcy (except as aforesaid) or similar proceeding or any
     moratorium or similar waiver or grace period);

          (ii) all principal prepayments in part received during the related
     Prepayment Period, together with the Scheduled Principal Balance (as
     reduced by any Deficient Valuation occurring on or prior to the Bankruptcy
     Coverage Termination Date) of each Mortgage Loan which was the subject of a
     Voluntary Principal Prepayment in full during the related Prepayment
     Period;

          (iii) the sum of (A) all Net Liquidation Proceeds allocable to
     principal received in respect of each Mortgage Loan that became a
     Liquidated Mortgage Loan during the related Prepayment Period (other than
     Mortgage Loans described in clause (B)) and (B) the principal balance of
     each Mortgage Loan purchased by an insurer from the Trustee pursuant to the
     related Primary Insurance Policy, in each case during the related
     Prepayment Period;

          (iv) the Scheduled Principal Balance (as reduced by any Deficient
     Valuation occurring on or prior to the Bankruptcy Coverage Termination
     Date) of each Mortgage Loan which was purchased on such Distribution Date
     pursuant to Section 2.02, 2.03(a) or 3.16; and

          (v) the Substitution Amount for any Mortgage Loan substituted during
     the month of such Distribution Date; for purposes of this clause (v), the
     definition of "Substitution Amount" shall be modified to reduce the
     Scheduled Principal Balance of the Mortgage Loan that is substituted for by
     any Deficient Valuation occurring on or prior to the Bankruptcy Coverage
     Termination Date.

          For purposes of clause (ii) above, a Voluntary Principal Prepayment in
     full with respect to a Mortgage Loan serviced by a Primary Servicer shall
     be deemed to have been received when the Company, as servicer, receives
     notice thereof.

          Closing Date: June 24, 1999.

          Code: The Internal Revenue Code of 1986, as it may be amended from
     time to time, any successor statutes thereto, and applicable U.S.
     Department of the Treasury temporary or final regulations promulgated
     thereunder.

          COFI: The monthly weighted average cost of funds for savings
     institutions the home offices of which are located in Arizona, California,
     or Nevada that are member institutions of the Eleventh Federal Home Loan
     Bank District, as computed from statistics tabulated and published by the
     Federal Home Loan Bank of San Francisco in its monthly Information
     Bulletin.

          COFI Certificates: None.

          COFI Determination Date: As to each Interest Accrual Period for any
     COFI Certificates, the last Business Day of the calendar month preceding
     the commencement of such Interest Accrual Period.

          Company: GE Capital Mortgage Services, Inc., a corporation organized
     and existing under the laws of the State of New Jersey, or its successor in
     interest or, if any successor servicer is appointed as herein provided,
     then such successor servicer.

          Compensating Interest Payment: With respect to any Distribution Date,
     an amount equal to the aggregate of the Interest Shortfalls described in
     clauses (a) and (b) of the definition thereof with respect to such
     Distribution Date; provided, however, that such amount shall not exceed the
     lesser of (i) an amount equal to the product of (x) the Pool Scheduled
     Principal Balance with respect to such Distribution Date and (y)
     one-twelfth of 0.125%, and (ii) the aggregate of the Servicing Fees that
     the Company would be entitled to retain on such Distribution Date (less any
     portion thereof paid as servicing compensation to any Primary Servicer)
     without giving effect to any Compensating Interest Payment.

          Component: Any of the components of a Class of Component Certificates
     having the designations and the initial Component Principal Balances as
     follows:

                                               Initial Component
                      Designation              Principal Balance
                      -----------              -----------------

                          N/A                         N/A


          Component Certificate: None.

          Component Interest Rate: None.

          Component Principal Balance: As of any Distribution Date, and with
     respect to any Component, other than any Notional Component, the initial
     Component Principal Balance thereof (as set forth, as applicable, in the
     definition of Component) (plus, in the case of any Accrual Component, any
     related Accrual Amount for each previous Distribution Date) less the sum of
     (x) all amounts distributed in reduction thereof on previous Distribution
     Dates pursuant to Section 4.01 and (y) the amount of all Realized Losses
     allocated thereto pursuant to Section 4.03(d).

          Confirmatory Mortgage Note: With respect to any Mortgage Loan, a note
     or other evidence of indebtedness executed by the Mortgagor confirming its
     obligation under the note or other evidence of indebtedness previously
     executed by the Mortgagor upon the origination of the related Mortgage
     Loan.

          Cooperative: A private, cooperative housing corporation organized in
     accordance with applicable state laws which owns or leases land and all or
     part of a building or buildings located in the relevant state, including
     apartments, spaces used for commercial purposes and common areas therein
     and whose board of directors authorizes, among other things, the sale of
     Cooperative Stock.

          Cooperative Apartment: A dwelling unit in a multi-dwelling building
     owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
     right to occupy pursuant to the terms of one or more Proprietary Leases.

          Cooperative Loans: Any of the Mortgage Loans made in respect of a
     Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
     Security Agreement, (ii) the related Cooperative Stock Certificate(s),
     (iii) an assignment of the Proprietary Lease(s), (iv) financing statements
     and (v) a stock power (or other similar instrument), and in addition
     thereto, a recognition agreement between the Cooperative and the originator
     of the Cooperative Loan, each of which was transferred and assigned to the
     Trustee pursuant to Section 2.01 and are from time to time held as part of
     the Trust Fund. The Mortgage Loans identified as such in Exhibit C hereto
     are Cooperative Loans.

          Cooperative Stock: With respect to a Cooperative Loan, the single
     outstanding class of stock, partnership interest or other ownership
     instrument in the related Cooperative.

          Cooperative Stock Certificate: With respect to a Cooperative Loan, the
     stock certificate(s) or other instrument evidencing the related Cooperative
     Stock.

          Corporate Trust Office: The principal office of the Trustee at which
     at any particular time its corporate trust business shall be administered,
     which office at the date of the execution of this instrument is located at
     225 Franklin Street, Boston, Massachusetts 02110, Attention: Corporate
     Trust Department.

          Cross-Over Date: The first Distribution Date on which the aggregate
     Class Certificate Principal Balance of the Junior Certificates has been
     reduced to zero (giving effect to all distributions on such Distribution
     Date).

          Cut-off Date: June 1, 1999.

          Debt Service Reduction: As to any Mortgage Loan and any Determination
     Date, the excess of (a) the then current Monthly Payment for such Mortgage
     Loan over (b) the amount of the monthly payment of principal and interest
     required to be paid by the Mortgagor as established by a court of competent
     jurisdiction as a result of a proceeding initiated by or against the
     related Mortgagor under the Bankruptcy Code, as amended from time to time
     (11 U.S.C.).

          Deceased Holder: With respect to a Holder of any Designated Retail
     Certificate, as defined in Section 4.10(b).

          Defaulted Mortgage Loan: With respect to any Determination Date, a
     Mortgage Loan as to which the related Mortgagor has failed to make
     unexcused payment in full of a total of three or more consecutive
     installments of principal and interest, and as to which such delinquent
     installments have not been paid, as of the close of business on the last
     Business Day of the month next preceding the month of such Determination
     Date.

          Defective Mortgage Loan: Any Mortgage Loan which is required to be
     purchased by the Company (or which the Company may replace with a
     substitute Mortgage Loan) pursuant to Section 2.02 or 2.03(a).

          Deficient Valuation: As to any Mortgage Loan and any Determination
     Date, the excess of (a) the then outstanding indebtedness under such
     Mortgage Loan over (b) the valuation by a court of competent jurisdiction
     of the related Mortgaged Property as a result of a proceeding initiated by
     or against the related Mortgagor under the Bankruptcy Code, as amended from
     time to time (11 U.S.C.), pursuant to which such Mortgagor retained such
     Mortgaged Property.

          Definitive Certificate: Any Certificate, other than a Book-Entry
     Certificate, issued in definitive, fully registered form.

          Definitive Restricted Junior Certificate: Any Restricted Junior
     Certificate that is in the form of a Definitive Certificate.

          Depository: The initial Depository shall be The Depository Trust
     Company, the nominee of which is CEDE & Co. The Depository shall at all
     times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
     Uniform Commercial Code of the State of New York, as amended, or any
     successor provisions thereto.

          Depository Participant: A broker, dealer, bank or other financial
     institution or other Person for which, from time to time, the Depository
     effects book-entry transfers and pledges of securities deposited with such
     Depository.

          Designated Loan Closing Documents: With respect to any Designated
     Loan, a Lost Note Affidavit substantially in the form of Exhibit L, and an
     assignment of the related Mortgage to the Trustee in recordable form
     (except for the omission therein of recording information concerning such
     Mortgage).

          Designated Loans: The Mortgage Loans listed in Exhibit M hereto.

          Designated Rate: 6.50% per annum.

          Designated Retail Certificate: None.

          Designated Telerate Page: The Dow Jones Telerate Service page 3750 (or
     such other page as may replace page 3750 on that service or such other
     service as may be nominated by the BBA for the purpose of displaying the
     Interest Settlement Rates).

          Determination Date: With respect to any Distribution Date, the fifth
     Business Day prior thereto.

          Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
     less than the Designated Rate.

          Disqualified Organization: Any of the following: (i) the United
     States, any State or political subdivision thereof, or any agency or
     instrumentality of any of the foregoing (including but not limited to state
     pension organizations); (ii) a foreign government, International
     Organization or any agency or instrumentality of either of the foregoing;
     (iii) an organization (except certain farmers' cooperatives described in
     Code section 521) which is exempt from tax imposed by Chapter 1 of the Code
     (including the tax imposed by section 511 of the Code on unrelated business
     taxable income); and (iv) a rural electric and telephone cooperative
     described in Code section 1381(a)(2)(C). The terms "United States," "State"
     and "International Organization" shall have the meanings set forth in Code
     section 7701 or successor provisions. A corporation will not be treated as
     an instrumentality of the United States or of any State or political
     subdivision thereof for these purposes if all of its activities are subject
     to tax and a majority of its board of directors is not selected by such
     governmental unit.

          Distribution Date: The 25th day of each calendar month after the month
     of initial issuance of the Certificates, or, if such 25th day is not a
     Business Day, the next succeeding Business Day.

          Distribution Date Statement: The statement referred to in Section
     4.05(a).

          Document File: As defined in Section 2.01.

          Due Date: The first day of the month of the related Distribution Date.

          Eligible Account: An account that is either (i) maintained with a
     depository institution the debt obligations of which have been rated by
     each Rating Agency in one of its two highest long-term rating categories
     and has been assigned by S&P its highest short-term rating, (ii) an account
     or accounts the deposits in which are fully insured by either the BIF or
     the SAIF, (iii) an account or accounts, in a depository institution in
     which such accounts are insured by the BIF or the SAIF (to the limits
     established by the FDIC), the uninsured deposits in which accounts are
     either invested in Permitted Investments or are otherwise secured to the
     extent required by the Rating Agencies such that, as evidenced by an
     Opinion of Counsel delivered to the Trustee, the Certificateholders have a
     claim with respect to the funds in such account or a perfected first
     security interest against any collateral (which shall be limited to
     Permitted Investments) securing such funds that is superior to claims of
     any other depositors or creditors of the depository institution with which
     such account is maintained, (iv) a trust account maintained with the
     corporate trust department of a federal or state chartered depository
     institution or of a trust company with trust powers and acting in its
     fiduciary capacity for the benefit of the Trustee hereunder or (v) such
     account as will not cause either Rating Agency to downgrade or withdraw its
     then-current rating assigned to the Certificates, as evidenced in writing
     by the Rating Agencies.

          ERISA: The Employee Retirement Income Security Act of 1974, as
     amended.

          ERISA-Restricted Certificate: Any Junior Certificate.

          Event of Default: An event described in Section 7.01.

          Excess Bankruptcy Loss: Any Deficient Valuation or Debt Service
     Reduction, or portion thereof, (i) occurring after the Bankruptcy Coverage
     Termination Date or (ii) if on such date, in excess of the then-applicable
     Bankruptcy Loss Amount.

          Excess Fraud Loss: Any Fraud Loss, or portion thereof, (i) occurring
     after the Fraud Coverage Termination Date or (ii) if on such date, in
     excess of the then-applicable Fraud Loss Amount.

          Excess Loss: Any Excess Bankruptcy Loss, Excess Fraud Loss or Excess
     Special Hazard Loss.

          Excess Special Hazard Loss: Any Special Hazard Loss, or portion
     thereof, (i) occurring after the Special Hazard Termination Date or (ii) if
     on such date, in excess of the then-applicable Special Hazard Loss Amount.

          FDIC: The Federal Deposit Insurance Corporation, or its successor in
     interest.

          FHLMC: The Federal Home Loan Mortgage Corporation or its successor in
     interest.

          Financial Intermediary: A broker, dealer, bank or other financial
     institution or other Person that clears through or maintains a custodial
     relationship with a Depository Participant.

          Fitch: Fitch IBCA, Inc. and its successors.

          Fitch Formula Amount: As to each Anniversary Determination Date, the
     greater of (i) $50,000 and (ii) the product of (x) the greatest Assumed
     Monthly Payment Reduction for any Non-Primary Residence Loan whose original
     principal balance was 80% or greater of the Original Value thereof, (y) the
     weighted average remaining term to maturity (expressed in months) of all
     the Non-Primary Residence Loans remaining in the Mortgage Pool as of such
     Anniversary Determination Date, and (z) the sum of (A) one plus (B) the
     number of all remaining Non-Primary Residence Loans divided by the total
     number of Outstanding Mortgage Loans as of such Anniversary Determination
     Date.

          FNMA: The Federal National Mortgage Association or its successor in
     interest.

          Formula Amount: As to each Anniversary Determination Date, the greater
     of (i) $100,000 and (ii) the product of (x) 0.06% and (y) the Scheduled
     Principal Balance of each Mortgage Loan remaining in the Mortgage Pool
     whose original principal balance was 75% or greater of the Original Value
     thereof.

          Fraud Coverage Termination Date: The Distribution Date upon which the
     related Fraud Loss Amount has been reduced to zero or a negative number (or
     the Cross-Over Date, if earlier).

          Fraud Loss: Any Realized Loss attributable to fraud in the origination
     of the related Mortgage Loan.

          Fraud Loss Amount: As of any Distribution Date after the Cut-off Date,
     (x) prior to the first anniversary of the Cut-off Date, an amount equal to
     $3,019,461 minus the aggregate amount of Fraud Losses that would have been
     allocated to the Junior Certificates in accordance with Section 4.03 in the
     absence of the Loss Allocation Limitation since the Cut-off Date, and (y)
     from the first to the fifth anniversary of the Cut-off Date, an amount
     equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent
     anniversary of the Cut-off Date and (b) 1% (from the first to but excluding
     the third anniversaries of the Cut-off Date) or 0.5% (from and including
     the third to but excluding the fifth anniversaries of the Cut-off Date) of
     the aggregate outstanding principal balance of all of the Mortgage Loans as
     of the most recent anniversary of the Cut-off Date minus (2) the Fraud
     Losses that would have been allocated to the Junior Certificates in
     accordance with Section 4.03 in the absence of the Loss Allocation
     Limitation since the most recent anniversary of the Cut-off Date. On or
     after the fifth anniversary of the Cut-off Date the Fraud Loss Amount shall
     be zero.

          Group I Final Distribution Date: The Distribution Date on which the
     aggregate Certificate Principal Balance of the Group I Senior Certificates
     is reduced to zero.

          Group I Senior Certificate: Any Class A1, Class A2, Class A3, Class
     A4, Class A5, Class A6, Class A7, Class A8 or Class R Certificate.

          Initial Certificate Principal Balance: With respect to any
     Certificate, other than a Notional Certificate, the Certificate Principal
     Balance of such Certificate or any predecessor Certificate on the Closing
     Date.

          Initial LIBOR Rate: None.

          Insurance Proceeds: Proceeds paid pursuant to the Primary Insurance
     Policies, if any, and amounts paid by any insurer pursuant to any other
     insurance policy covering a Mortgage Loan.

          Insured Expenses: Expenses covered by the Primary Insurance Policies,
     if any, or any other insurance policy or policies applicable to the
     Mortgage Loans.

          Interest Accrual Period: With respect to any Distribution Date and any
     Class of Certificates (other than any Class of Principal Only Certificates)
     or Component, the one-month period ending on the last day of the month
     preceding the month in which such Distribution Date occurs.

          Interest Losses: The interest portion of (i) on or prior to the
     Cross-Over Date, any Excess Losses and (ii) after the Cross-Over Date, any
     Realized Losses and Debt Service Reductions.

          Interest Settlement Rate: With respect to any Interest Accrual Period,
     the rate (expressed as a percentage per annum) for one-month U.S. Dollar
     deposits reported by the BBA at 11:00 a.m. London time on the related LIBOR
     Determination Date and as it appears on the Designated Telerate Page.

          Interest Shortfall: With respect to any Distribution Date and each
     Mortgage Loan that during the related Prepayment Period was the subject of
     a Voluntary Principal Prepayment or constitutes a Relief Act Mortgage Loan,
     an amount determined as follows:

               (A) partial principal prepayments: one month's interest at the
          applicable Net Mortgage Rate on the amount of such prepayment;

               (B) principal prepayments in full received on or after the
          sixteenth day of the month preceding the month of such Distribution
          Date (or, in the case of the first Distribution Date, on or after the
          Cut-off Date) but on or before the last day of the month preceding the
          month of such Distribution Date, the difference between (i) one
          month's interest at the applicable Net Mortgage Rate on the Scheduled
          Principal Balance of such Mortgage Loan immediately prior to such
          prepayment and (ii) the amount of interest for the calendar month of
          such prepayment (adjusted to the applicable Net Mortgage Rate)
          received at the time of such prepayment;

               (C) principal prepayments in full received by the Company (or of
          which the Company receives notice, in the case of a Mortgage Loan
          serviced by a Primary Servicer) on or after the first day but on or
          before the fifteenth day of the month of such Distribution Date: none;
          and

               (D) Relief Act Mortgage Loans: As to any Relief Act Mortgage
          Loan, the excess of (i) 30 days' interest (or, in the case of a
          Principal Prepayment in full, interest to the date of prepayment) on
          the Scheduled Principal Balance thereof (or, in the case of a
          Principal Prepayment in part, on the amount so prepaid) at the related
          Net Mortgage Rate over (ii) 30 days' interest (or, in the case of a
          Principal Prepayment in full, interest to the date of prepayment) on
          such Scheduled Principal Balance (or, in the case of a Principal
          Prepayment in part, on the amount so prepaid) at the Net Mortgage Rate
          required to be paid by the Mortgagor as limited by application of the
          Relief Act.

          Junior Certificate: Any Class M or Class B Certificate.

          Junior Optimal Principal Amount: As to any Distribution Date, an
     amount equal to the sum of the following (but in no event greater than the
     aggregate Certificate Principal Balance of the Junior Certificates
     immediately prior to such Distribution Date):

               (i) the Junior Percentage of the applicable Non-PO Percentage of
          the principal portion of each Monthly Payment due on the related Due
          Date on each Outstanding Mortgage Loan as of such Due Date as
          specified in the amortization schedule at the time applicable thereto
          (after adjustment for previous Principal Prepayments and the principal
          portion of Debt Service Reductions subsequent to the Bankruptcy
          Coverage Termination Date but before any adjustment to such
          amortization schedule by reason of any bankruptcy (other than as
          aforesaid) or similar proceeding or any moratorium or similar waiver
          or grace period);

               (ii) the Junior Prepayment Percentage of the applicable Non-PO
          Percentage of all principal prepayments in part received during the
          related Prepayment Period, and 100% of any Senior Optimal Principal
          Amount not distributed to the Senior Certificates on such Distribution
          Date, together with the Junior Prepayment Percentage of the applicable
          Non-PO Percentage of the Scheduled Principal Balance of each Mortgage
          Loan which was the subject of a Voluntary Principal Prepayment in full
          during the related Prepayment Period;

               (iii) the excess, if any, of (x) the applicable Non-PO Percentage
          of the sum of (A) all Net Liquidation Proceeds allocable to principal
          received during the related Prepayment Period (other than in respect
          of Mortgage Loans described in clause (B)) and (B) the principal
          balance of each Mortgage Loan that was purchased by an insurer from
          the Trustee during the related Prepayment Period pursuant to the
          related Primary Insurance Policy, over (y) the amount distributable
          pursuant to clause (iii) of the definition of Senior Optimal Principal
          Amount on such Distribution Date;

               (iv) the Junior Prepayment Percentage of the applicable Non-PO
          Percentage of the Scheduled Principal Balance of each Mortgage Loan
          which was purchased on such Distribution Date pursuant to Section
          2.02, 2.03(a) or 3.16; and

               (v) the Junior Prepayment Percentage of the applicable Non-PO
          Percentage of the Substitution Amount for any Mortgage Loan
          substituted during the month of such Distribution Date.

               For purposes of clause (ii) above, a Voluntary Principal
          Prepayment in full with respect to a Mortgage Loan serviced by a
          Primary Servicer shall be deemed to have been received when the
          Company, as servicer, receives notice thereof.

               After the Class Certificate Principal Balances of the Junior
          Certificates have been reduced to zero, the Junior Optimal Principal
          Amount shall be zero.

          Junior Percentage: As to any Distribution Date, the excess of 100%
     over the Senior Percentage for such Distribution Date.

          Junior Prepayment Percentage: As to any Distribution Date, the excess
     of 100% over the Senior Prepayment Percentage for such Distribution Date,
     except that (i) after the aggregate Certificate Principal Balance of the
     Senior Certificates other than the Class PO Certificates has been reduced
     to zero, the Junior Prepayment Percentage shall be 100%, and (ii) after the
     Cross-Over Date, the Junior Prepayment Percentage shall be zero.

          Latest Possible Maturity Date: June 25, 2031.

          LIBOR: With respect to any Interest Accrual Period, the per annum rate
     determined, pursuant to Section 5.08, on the basis of the Interest
     Settlement Rate or as otherwise provided in such Section.

          LIBOR Certificate: None.

          LIBOR Determination Date: The second London Banking Day immediately
     preceding the commencement of each Interest Accrual Period for any LIBOR
     Certificates.

          Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the
     Company has determined that all amounts which it expects to recover on
     behalf of the Trust Fund from or on account of such Mortgage Loan have been
     recovered, including any Mortgage Loan with respect to which the Company
     determines not to foreclose upon the related Mortgaged Property based on
     its belief that such Mortgaged Property may be contaminated with or
     affected by hazardous or toxic wastes, materials or substances.

          Liquidation Expenses: Expenses which are incurred by the Company in
     connection with the liquidation of any defaulted Mortgage Loan and not
     recovered by the Company under any Primary Insurance Policy for reasons
     other than the Company's failure to comply with Section 3.05, such expenses
     including, without limitation, legal fees and expenses, and, regardless of
     when incurred, any unreimbursed amount expended by the Company pursuant to
     Section 3.03 or Section 3.06 respecting the related Mortgage Loan and any
     related and unreimbursed Property Protection Expenses.

          Liquidation Proceeds: Cash (other than Insurance Proceeds) received in
     connection with the liquidation of any defaulted Mortgage Loan whether
     through judicial foreclosure or otherwise.

          Living Holder: Any Certificate Owner of a Designated Retail
     Certificate, other than a Deceased Holder.

          Loan-to-Value Ratio: With respect to each Mortgage Loan, the original
     principal amount of such Mortgage Loan, divided by the Original Value of
     the related Mortgaged Property.

          London Banking Day: Any day on which banks are open for dealing in
     foreign currency and exchange in London, England.

          Loss Allocation Limitation: As defined in Section 4.03(g).

          Minimum Servicing Standards: As defined in Section 3.13(a).

          MLCC: Merrill Lynch Credit Corporation, or its successor in interest.

          Monthly Advance: With respect to any Distribution Date, the aggregate
     of the advances required to be made by the Company pursuant to Section
     4.04(a) (or by the Trustee pursuant to Section 4.04(b)) on such
     Distribution Date, the amount of any such Monthly Advance being equal to
     (a) the aggregate of payments of principal and interest (adjusted to the
     related Net Mortgage Rate) on the Mortgage Loans that were due on the
     related Due Date, without regard to any arrangements entered into by the
     Company with the related Mortgagors pursuant to Section 3.02(a)(ii), and
     delinquent as of the close of business on the Business Day next preceding
     the related Determination Date, less (b) the amount of any such payments
     which the Company or the Trustee, as applicable, in its reasonable judgment
     believes will not be ultimately recoverable by it either out of late
     payments by the Mortgagor, Net Liquidation Proceeds, Insurance Proceeds,
     REO Proceeds or otherwise. With respect to any Mortgage Loan, the portion
     of any such advance or advances made with respect thereto.

          Monthly Payment: The scheduled monthly payment on a Mortgage Loan for
     any month allocable to principal or interest on such Mortgage Loan.

          Moody's: Moody's Investors Service, Inc. and its successors.

          Mortgage: The mortgage or deed of trust creating a first lien on a fee
     simple interest or leasehold estate in real property securing a Mortgage
     Note.

          Mortgage 100SM Loan: A Mortgage Loan identified on Exhibit N hereof
     that has a Loan-to-Value Ratio at origination in excess of 80.00% and that
     is secured by Additional Collateral and does not have a Primary Insurance
     Policy.

          Mortgage File: The mortgage documents listed in Section 2.01
     pertaining to a particular Mortgage Loan and any additional documents
     required to be added to such documents pursuant to this Agreement.

          Mortgage Loan Payment Record: The record maintained by the Company
     pursuant to Section 3.02(b).

          Mortgage Loan Schedule: As of any date of determination, the schedule
     of Mortgage Loans included in the Trust Fund. The initial schedule of
     Mortgage Loans as of the Cut-off Date is attached hereto as Exhibit C.

          Mortgage Loans: As of any date of determination, each of the mortgage
     loans identified on the Mortgage Loan Schedule (as amended pursuant to
     Section 2.03(b)) delivered and assigned to the Trustee pursuant to Section
     2.01 or 2.03(b), and not theretofore released from the Trust Fund by the
     Trustee.

          Mortgage Note: With respect to any Mortgage Loan, the note or other
     evidence of indebtedness (which may consist of a Confirmatory Mortgage
     Note) evidencing the indebtedness of a Mortgagor under such Mortgage Loan.

          Mortgage Pool: The aggregate of the Mortgage Loans identified in the
     Mortgage Loan Schedule.

          Mortgage Rate: The per annum rate of interest borne by a Mortgage Loan
     as set forth in the related Mortgage Note.

          Mortgaged Property: The underlying real property securing the Mortgage
     Loan, or with respect to a Cooperative Loan, the related Proprietary Lease
     and Cooperative Stock.

          Mortgagor: With respect to any Mortgage Loan, each obligor on the
     related Mortgage Note.

          Net Interest Shortfall: With respect to any Distribution Date, the
     excess, if any, of the aggregate Interest Shortfalls allocable to the
     Certificates (as determined in accordance with the definition of Interest
     Shortfall) for such Distribution Date over any Compensating Interest
     Payment for such date.

          Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, the sum
     of (i) any Liquidation Proceeds therefor less the related Liquidation
     Expenses, and (ii) any Insurance Proceeds therefor, other than any such
     Insurance Proceeds applied to the restoration of the related Mortgaged
     Property.

          Net Mortgage Rate: With respect to any Mortgage Loan, the related
     Mortgage Rate less the applicable Servicing Fee Rate.

          Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
     Certificate.

          Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate
     greater than or equal to the Designated Rate.

          Non-permitted Foreign Holder: As defined in Section 5.02(b).

          Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
     (expressed as a percentage), the numerator of which is the Net Mortgage
     Rate of such Discount Mortgage Loan and the denominator of which is the
     Designated Rate. As to any Non-Discount Mortgage Loan, 100%.

          Non-Primary Residence Loan: Any Mortgage Loan secured by a Mortgaged
     Property that is (on the basis of representations made by the Mortgagors at
     origination) a second home or investor-owned property.

          Nonrecoverable Advance: All or any portion of any Monthly Advance or
     Monthly Advances previously made by the Company (or the Trustee) which, in
     the reasonable judgment of the Company (or, as applicable, the Trustee)
     will not be ultimately recoverable from related Net Liquidation Proceeds,
     Insurance Proceeds, REO Proceeds or otherwise. The determination by the
     Company that it has made a Nonrecoverable Advance or that any advance, if
     made, would constitute a Nonrecoverable Advance, shall be evidenced by an
     Officer's Certificate of the Company delivered to the Trustee and detailing
     the reasons for such determination.

          Non-U.S. Person: As defined in Section 4.02(c).

          Notional Certificate: Any Class S Certificate.

          Notional Component: None.

          Notional Component Balance: None.

          Notional Principal Balance: As to any Distribution Date and the Class
     S Certificates, the aggregate Scheduled Principal Balance of the
     Outstanding Non-Discount Mortgage Loans as of the Due Date in the month
     preceding such Distribution Date. As to any Distribution Date and any Class
     S Certificate, such Certificate's Percentage Interest of the aggregate
     Notional Principal Balance of the Class S Certificates for such
     Distribution Date.

          Officer's Certificate: A certificate signed by the President, a Senior
     Vice President or a Vice President of the Company and delivered to the
     Trustee.

          Opinion of Counsel: A written opinion of counsel, who may be counsel
     for the Company; provided, however, that any Opinion of Counsel with
     respect to the interpretation or application of the REMIC Provisions or the
     status of an account as an Eligible Account shall be the opinion of
     independent counsel satisfactory to the Trustee.

          Original Subordinate Principal Balance: As set forth in the definition
     of Senior Prepayment Percentage.

          Original Value: The value of the property underlying a Mortgage Loan
     based, in the case of the purchase of the underlying Mortgaged Property, on
     the lower of an appraisal satisfactory to the Company or the sales price of
     such property or, in the case of a refinancing, on an appraisal
     satisfactory to the Company.

          Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage
     Loan which, prior to such Due Date, was not the subject of a Principal
     Prepayment in full, did not become a Liquidated Mortgage Loan and was not
     purchased pursuant to Section 2.02, 2.03(a) or 3.16 or replaced pursuant to
     Section 2.03(b).

          Outstanding Non-Discount Mortgage Loan: Any Outstanding Mortgage Loan
     that is a Non-Discount Mortgage Loan.

          PAC Balance: As to any Distribution Date and any Class of PAC
     Certificates and any PAC Component, the balance designated as such for such
     Distribution Date and such Class or Component as set forth in the Principal
     Balance Schedules.

          PAC Certificate: None.

          PAC Component: None.

          Parent PowerSM Loan: A Mortgage Loan identified on Exhibit N hereto
     that has a Loan-to-Value Ratio at origination in excess of 80.00%, that is
     supported by Additional Collateral and does not have a Primary Insurance
     Policy.

          Pay-out Rate: With respect to any Class of Certificates (other than
     any Class of Principal Only Certificates) and any Distribution Date, the
     rate at which interest is distributed on such Class on such Distribution
     Date and which is equal to a fraction (expressed as an annualized
     percentage) the numerator of which is the Accrued Certificate Interest for
     such Class and Distribution Date, and the denominator of which is the Class
     Certificate Principal Balance (or, in the case of the Notional
     Certificates, the Notional Principal Balance) of such Class immediately
     prior to such Distribution Date.

          Percentage Interest: With respect to any Certificate, the percentage
     interest in the undivided beneficial ownership interest in the Trust Fund
     evidenced by Certificates of the same Class as such Certificate. With
     respect to any Certificate, the Percentage Interest evidenced thereby shall
     equal the Initial Certificate Principal Balance (or, in the case of a
     Notional Certificate, the initial Notional Principal Balance) thereof
     divided by the aggregate Initial Certificate Principal Balance (or, in the
     case of a Notional Certificate, the aggregate initial Notional Principal
     Balance) of all Certificates of the same Class.

          Permitted Investments: One or more of the following; provided,
     however, that no such Permitted Investment may mature later than the
     Business Day preceding the Distribution Date after such investment except
     as otherwise provided in Section 3.02(e) hereof, provided, further, that
     such investments qualify as "cash flow investments" as defined in section
     860G(a)(6) of the Code:

               (i) obligations of, or guaranteed as to timely receipt of
          principal and interest by, the United States or any agency or
          instrumentality thereof when such obligations are backed by the full
          faith and credit of the United States;

               (ii) repurchase agreements on obligations specified in clause (i)
          provided that the unsecured obligations of the party agreeing to
          repurchase such obligations are at the time rated by each Rating
          Agency in the highest long-term rating category;

               (iii) federal funds, certificates of deposit, time deposits and
          banker's acceptances, of any U.S. depository institution or trust
          company incorporated under the laws of the United States or any state
          provided that the debt obligations of such depository institution or
          trust company at the date of acquisition thereof have been rated by
          each Rating Agency in the highest long-term rating category;

               (iv) commercial paper of any corporation incorporated under the
          laws of the United States or any state thereof which on the date of
          acquisition has the highest short term rating of each Rating Agency;
          and

               (v) other obligations or securities that are acceptable to each
          Rating Agency as a Permitted Investment hereunder and will not, as
          evidenced in writing, result in a reduction or withdrawal in the then
          current rating of the Certificates.

               Notwithstanding the foregoing, Permitted Investments shall not
          include "stripped securities" and investments which contractually may
          return less than the purchase price therefor.

          Person: Any legal person, including any individual, corporation,
     partnership, limited liability company, joint venture, association,
     joint-stock company, trust, unincorporated organization or government or
     any agency or political subdivision thereof.

          Plan: Any Person which is an employee benefit plan subject to ERISA or
     a plan subject to section 4975 of the Code.

          Pledged Asset Loan-to-Value Ratio: With respect to any Pledged Asset
     Mortgage Loan, (i) the original loan amount less the portion of any
     required Additional Collateral which is covered by the Surety Bond, divided
     by (ii) the Original Value of the related Mortgaged Property.

          Pledged Asset Mortgage Loan: Each Mortgage 100SM Loan and Parent
     PowerSM Loan purchased from MLCC that is supported by Additional Collateral
     and identified on Exhibit N hereto.

          Pledged Asset Mortgage Servicing Agreement: The Amended and Restated
     Pledged Asset Mortgage Servicing Agreement, dated as of June 2, 1998,
     between MLCC and the Company.

          PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed
     as a percentage), the numerator of which is the excess of the Designated
     Rate over the Net Mortgage Rate of such Discount Mortgage Loan and the
     denominator of which is the Designated Rate. As to any Non-Discount
     Mortgage Loan, 0%.

          Pool Scheduled Principal Balance: With respect to any Distribution
     Date, the aggregate Scheduled Principal Balance of all the Mortgage Loans
     that were Outstanding Mortgage Loans on the Due Date in the month next
     preceding the month of such Distribution Date (or, in the case of the first
     Distribution Date, the Cut-off Date; or, if so specified, such other date).

          Prepayment Assumption: The assumed fixed schedule of prepayments on a
     pool of new mortgage loans with such schedule given as a monthly sequence
     of prepayment rates, expressed as annualized percent values. These values
     start at 0.2% per year in the first month, increase by 0.2% per year in
     each succeeding month until month 30, ending at 6.0% per year. At such
     time, the rate remains constant at 6.0% per year for the balance of the
     remaining term. Multiples of the Prepayment Assumption are calculated from
     this prepayment rate series.

          Prepayment Assumption Multiple: 275% of the Prepayment Assumption.

          Prepayment Distribution Trigger: As of any Distribution Date and as to
     each Class of Class B Certificates, the related Prepayment Distribution
     Trigger is satisfied if (x) the fraction, expressed as a percentage, the
     numerator of which is the aggregate Class Certificate Principal Balance of
     such Class and each Class subordinate thereto, if any, on such Distribution
     Date, and the denominator of which is the Pool Scheduled Principal Balance
     for such Distribution Date, equals or exceeds (y) such percentage
     calculated as of the Closing Date.

          Prepayment Interest Excess: As to any Voluntary Principal Prepayment
     in full received from the first day through the fifteenth day of any
     calendar month (other than the calendar month in which the Cut-off Date
     occurs), all amounts paid in respect of interest on such Principal
     Prepayment. For purposes of determining the amount of Prepayment Interest
     Excess for any month, a Voluntary Principal Prepayment in full with respect
     to a Mortgage Loan serviced by a Primary Servicer shall be deemed to have
     been received when the Company, as servicer, receives notice thereof. All
     Prepayment Interest Excess shall be retained by the Company, as servicer,
     as additional servicing compensation.

          Prepayment Period: With respect to any Distribution Date and any
     Voluntary Principal Prepayment in part or other Principal Prepayment other
     than a Voluntary Principal Prepayment in full, the calendar month preceding
     the month of such Distribution Date; with respect to any Distribution Date
     and any Voluntary Principal Prepayment in full, the period beginning on the
     sixteenth day of the calendar month preceding the month of such
     Distribution Date (or, in the case of the first Distribution Date,
     beginning on the Cut-off Date) and ending on the fifteenth day of the month
     in which such Distribution Date occurs.

          Primary Insurance Policy: The certificate of private mortgage
     insurance relating to a particular Mortgage Loan, or an electronic screen
     print setting forth the information contained in such certificate of
     private mortgage insurance, including, without limitation, information
     relating to the name of the mortgage insurance carrier, the certificate
     number, the loan amount, the property address, the effective date of
     coverage, the amount of coverage and the expiration date of the policy.
     Each such policy covers defaults by the Mortgagor, which coverage shall
     equal the portion of the unpaid principal balance of the related Mortgage
     Loan that exceeds 75% (or such lesser coverage required or permitted by
     FNMA or FHLMC) of the Original Value of the underlying Mortgaged Property.

          Primary Servicer: Any servicer with which the Company has entered into
     a servicing agreement, as described in Section 3.01(f).

          Principal Balance Schedules: Any principal balance schedules attached
     hereto, if applicable, as Exhibit B, setting forth the PAC Balances of any
     PAC Certificates and PAC Components, the TAC Balances of any TAC
     Certificates and TAC Components and the Scheduled Balances of any Scheduled
     Certificates and Scheduled Components.

          Principal Distribution Request: Any request for a distribution in
     reduction of the Class Certificate Principal Balance of any Designated
     Retail Certificate, submitted in writing to a Depository Participant or
     Financial Intermediary (or, if such Designated Retail Certificate is no
     longer represented by a Book-Entry Certificate, to the Trustee) by the
     Certificate Owner (or Certificateholder) of such Designated Retail
     Certificate pursuant to Section 4.10(c) or 4.10(g), as applicable.

          Principal Only Certificate: Any Class PO Certificate.

          Principal Only Component: None.

          Principal Prepayment: Any payment or other recovery of principal on a
     Mortgage Loan (including, for this purpose, any refinancing permitted by
     Section 3.01 and any REO Proceeds treated as such pursuant to Section
     3.08(b)) which is received in advance of its scheduled Due Date and is not
     accompanied by an amount of interest representing scheduled interest for
     any month subsequent to the month of prepayment.

          Private Placement Memorandum: The Company's private placement
     memorandum relating to the placement of the Restricted Junior Certificates
     dated the date of the prospectus supplement referred to in the definition
     of Prospectus.

          Prohibited Transaction Exemption: U.S. Department of Labor Prohibited
     Transaction Exemption 90-36, 55 Fed. Reg. 25903, June 25, 1990.

          Property Protection Expenses: With respect to any Mortgage Loan,
     expenses paid or incurred by or for the account of the Company in
     accordance with the related Mortgage for (a) real estate property taxes and
     property repair, replacement, protection and preservation expenses and (b)
     similar expenses reasonably paid or incurred to preserve or protect the
     value of such Mortgage to the extent the Company is not reimbursed therefor
     pursuant to the Primary Insurance Policy, if any, or any other insurance
     policy with respect thereto.

          Proprietary Lease: With respect to a Cooperative Loan, the proprietary
     lease(s) or occupancy agreement with respect to the Cooperative Apartment
     occupied by the Mortgagor and relating to the related Cooperative Stock,
     which lease or agreement confers an exclusive right to the holder of such
     Cooperative Stock to occupy such apartment.

          Prospectus: The Company's prospectus supplement dated June 21, 1999,
     and the related prospectus dated April 22, 1999, relating to the public
     offering of the Certificates other than the Restricted Certificates.

          Purchase Price: With respect to any Mortgage Loan required or
     permitted to be purchased hereunder from the Trust Fund, an amount equal to
     100% of the unpaid principal balance thereof plus interest thereon at the
     applicable Mortgage Rate from the date to which interest was last paid to
     the first day of the month in which such purchase price is to be
     distributed; provided, however, that if the Company is the servicer
     hereunder, such purchase price shall be net of unreimbursed Monthly
     Advances with respect to such Mortgage Loan, and the interest component of
     the Purchase Price may be computed on the basis of the Net Mortgage Rate
     for such Mortgage Loan.

          QIB: A "qualified institutional buyer" as defined in Rule 144A under
     the Securities Act of 1933, as amended.

          Random Lot: With respect to any Distribution Date prior to the
     Cross-Over Date, if the amount available for distribution in reduction of
     the Class Certificate Principal Balance of any Class of Designated Retail
     Certificates on such Distribution Date exceeds the amount needed to honor
     all Principal Distribution Requests with respect to such Class on such
     date, the method by which the Depository will determine which Depository
     Participants holding interests in such Class of Certificates will receive
     payments of amounts distributable in respect of principal on such Class on
     such Distribution Date, using its established random lot procedures or, if
     such Class of Certificates is no longer represented by Book-Entry
     Certificates, the method by which the Trustee will determine which
     Certificates of such Class will receive payments of amounts distributable
     in respect of principal on such Class on such Distribution Date, using its
     own random lot procedures comparable to those used by the Depository.

          Rating Agency: Any statistical credit rating agency, or its successor,
     that rated any of the Certificates at the request of the Company at the
     time of the initial issuance of the Certificates. If such agency or a
     successor is no longer in existence, "Rating Agency" shall be such
     statistical credit rating agency, or other comparable Person, designated by
     the Company, notice of which designation shall be given to the Trustee.
     References herein to the two highest long-term rating categories of a
     Rating Agency shall mean such ratings without any modifiers. As of the date
     of the initial issuance of the Certificates, the Rating Agencies are Fitch
     and S&P; except that for purposes of the Junior Certificates, other than
     the Class B5 Certificates, Fitch shall be the sole Rating Agency. The Class
     B5 Certificates are issued without ratings.

          Realized Loss: Any (i) Deficient Valuation or (ii) as to any
     Liquidated Mortgage Loan, (x) the unpaid principal balance of such
     Liquidated Mortgage Loan plus accrued and unpaid interest thereon at the
     Net Mortgage Rate through the last day of the month of such liquidation
     less (y) the related Liquidation Proceeds and Insurance Proceeds (as
     reduced by the related Liquidation Expenses).

          Record Date: The last Business Day of the month immediately preceding
     the month of the related Distribution Date.

          Reference Banks: As defined in Section 5.08.

          Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
     amended.

          Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly
     Payment thereof has been reduced due to the application of the Relief Act.

          REMIC: A "real estate mortgage investment conduit" within the meaning
     of section 860D of the Code.

          REMIC Provisions: Provisions of the federal income tax law relating to
     real estate mortgage investment conduits, which appear at sections 860A
     through 860G of Part IV of Subchapter M of Chapter 1 of the Code, and
     related provisions, and U.S. Department of the Treasury temporary or final
     regulations promulgated thereunder, as the foregoing may be in effect from
     time to time, as well as provisions of applicable state laws.

          REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
     Mortgage Loan and as to which the related Mortgaged Property is held as
     part of the Trust Fund.

          REO Proceeds: Proceeds, net of any related expenses of the Company,
     received in respect of any REO Mortgage Loan (including, without
     limitation, proceeds from the rental of the related Mortgaged Property).

          Required Surety Payment: With respect to any Pledged Asset Mortgage
     Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the
     principal portion of the Realized Loss with respect to such Mortgage Loan
     and (ii) the excess, if any, of (a) the amount of Additional Collateral
     required at origination with respect to such Mortgage Loan which is covered
     by the Surety Bond over (b) the net proceeds realized by MLCC from the
     liquidation of the related Additional Collateral.

          Reserve Fund: None.

          Reserve Interest Rate: As defined in Section 5.08.

          Residual Certificate: Any Class R Certificate.

          Responsible Officer: When used with respect to the Trustee, any
     officer or assistant officer assigned to and working in the Corporate Trust
     Department of the Trustee and, also, with respect to a particular matter,
     any other officer to whom such matter is referred because of such officer's
     knowledge of and familiarity with the particular subject.

          Restricted Certificate: Any Restricted Junior Certificate, Class PO or
     Class S Certificate.

          Restricted Junior Certificate: Any Class B3, Class B4 or Class B5
     Certificate.

          Rounding Account: With respect to each Class of Designated Retail
     Certificates, the respective segregated, non-interest bearing Eligible
     Account created and maintained therefor pursuant to Section 4.10.

          Rounding Account Depositor: None.

          Rounding Amount: With respect to any Class of Designated Retail
     Certificates and each Distribution Date prior to the Cross-Over Date on
     which such Class of Certificates is entitled to a distribution in reduction
     of the Class Certificate Principal Balance thereof, the amount, if any,
     necessary to round the aggregate of such distribution (after giving effect
     to any deposit into the related Rounding Account on such Distribution Date)
     upward to the next higher integral multiple of $1,000.

          S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
     Companies, Inc., and its successors.

          SAIF: The Savings Association Insurance Fund of the FDIC, or its
     successor in interest.

          Scheduled Balance: As to any Distribution Date and any Class of
     Scheduled Certificates and any Scheduled Component, the balance designated
     as such for such Distribution Date and such Class or Component as set forth
     in the Principal Balance Schedules.

          Scheduled Certificate: None.

          Scheduled Component: None.

          Scheduled Principal Balance: As to any Mortgage Loan and Distribution
     Date, the principal balance of such Mortgage Loan as of the Due Date in the
     month next preceding the month of such Distribution Date (or, if so
     specified, such other date) as specified in the amortization schedule at
     the time relating to such Mortgage Loan (before any adjustment to such
     amortization schedule by reason of any bankruptcy or similar proceeding or
     any moratorium or similar waiver or grace period) after giving effect to
     any previous Principal Prepayments, Deficient Valuations incurred
     subsequent to the Bankruptcy Coverage Termination Date, adjustments due to
     the application of the Relief Act and the payment of principal due on such
     Due Date, irrespective of any delinquency in payment by the related
     Mortgagor. As to any Mortgage Loan and the Cut-off Date, the "unpaid
     balance" thereof specified in the initial Mortgage Loan Schedule.

          Security Agreement: With respect to a Cooperative Loan, the agreement
     creating a security interest in favor of the originator in the related
     Cooperative Stock and Proprietary Lease.

          Senior Certificate: Any Certificate other than a Junior Certificate or
     Class S Certificate.

          Senior Certificate Principal Balance: As of any Distribution Date, an
     amount equal to the sum of the Certificate Principal Balances of the Senior
     Certificates (other than any Class PO Certificates).

          Senior Optimal Principal Amount: As to any Distribution Date, an
     amount equal to the sum of:

               (i) the Senior Percentage of the applicable Non-PO Percentage of
          the principal portion of each Monthly Payment due on the related Due
          Date on each Outstanding Mortgage Loan as of such Due Date as
          specified in the amortization schedule at the time applicable thereto
          (after adjustments for previous Principal Prepayments and the
          principal portion of Debt Service Reductions subsequent to the
          Bankruptcy Coverage Termination Date but before any adjustment to such
          amortization schedule by reason of any bankruptcy (except as
          aforesaid) or similar proceeding or any moratorium or similar waiver
          or grace period);

               (ii) the Senior Prepayment Percentage of the applicable Non-PO
          Percentage of all principal prepayments in part received during the
          related Prepayment Period, together with the Senior Prepayment
          Percentage of the applicable Non-PO Percentage of the Scheduled
          Principal Balance of each Mortgage Loan which was the subject of a
          Voluntary Principal Prepayment in full during the related Prepayment
          Period;

               (iii) the lesser of (x) the Senior Percentage of the applicable
          Non-PO Percentage of the sum of (A) the Scheduled Principal Balance of
          each Mortgage Loan that became a Liquidated Mortgage Loan (other than
          Mortgage Loans described in clause (B)) during the related Prepayment
          Period and (B) the Scheduled Principal Balance of each Mortgage Loan
          that was purchased by an insurer from the Trustee during the related
          Prepayment Period pursuant to the related Primary Insurance Policy, as
          reduced in each case by the Senior Percentage of the applicable Non-PO
          Percentage of the principal portion of any Excess Losses (other than
          Excess Bankruptcy Losses attributable to Debt Service Reductions), and
          (y) the Senior Prepayment Percentage of the applicable Non-PO
          Percentage of the sum of (A) all Net Liquidation Proceeds allocable to
          principal received in respect of each such Liquidated Mortgage Loan
          (other than Mortgage Loans described in clause (B)) and (B) the
          principal balance of each such Mortgage Loan purchased by an insurer
          from the Trustee pursuant to the related Primary Insurance Policy, in
          each case during the related Prepayment Period;

               (iv) the Senior Prepayment Percentage of the applicable Non-PO
          Percentage of the Scheduled Principal Balance of each Mortgage Loan
          which was purchased on such Distribution Date pursuant to Section
          2.02, 2.03(a) or 3.16; and

               (v) the Senior Prepayment Percentage of the applicable Non-PO
          Percentage of the Substitution Amount for any Mortgage Loan
          substituted during the month of such Distribution Date.

               For purposes of clause (ii) above, a Voluntary Principal
          Prepayment in full with respect to a Mortgage Loan serviced by a
          Primary Servicer shall be deemed to have been received when the
          Company, as servicer, receives notice thereof.

          Senior Percentage: As to any Distribution Date, the lesser of (i) 100%
     and (ii) the percentage (carried to six places rounded up) obtained by
     dividing the Senior Certificate Principal Balance immediately prior to such
     Distribution Date by an amount equal to the sum of the Certificate
     Principal Balances of all the Certificates other than any Class PO
     Certificates immediately prior to such Distribution Date.

          Senior Prepayment Percentage: For any Distribution Date occurring
     prior to the fifth anniversary of the first Distribution Date, 100%. For
     any Distribution Date occurring on or after the fifth anniversary of the
     first Distribution Date, an amount as follows:

          (i) for any Distribution Date subsequent to June 2004 to and including
     the Distribution Date in June 2005, the Senior Percentage for such
     Distribution Date plus 70% of the Junior Percentage for such Distribution
     Date;

          (ii) for any Distribution Date subsequent to June 2005 to and
     including the Distribution Date in June 2006, the Senior Percentage for
     such Distribution Date plus 60% of the Junior Percentage for such
     Distribution Date;

          (iii) for any Distribution Date subsequent to June 2006 to and
     including the Distribution Date in June 2007, the Senior Percentage for
     such Distribution Date plus 40% of the Junior Percentage for such
     Distribution Date;

          (iv) for any Distribution Date subsequent to June 2007 to and
     including the Distribution Date in June 2008, the Senior Percentage for
     such Distribution Date plus 20% of the Junior Percentage for such
     Distribution Date; and

          (v) for any Distribution Date thereafter, the Senior Percentage for
     such Distribution Date.

          Notwithstanding the foregoing, if on any Distribution Date the Senior
     Percentage exceeds the Senior Percentage as of the Closing Date, the Senior
     Prepayment Percentage for such Distribution Date will equal 100%.

          In addition, notwithstanding the foregoing, no reduction of the Senior
     Prepayment Percentage below the level in effect for the most recent prior
     period as set forth in clauses (i) through (iv) above shall be effective on
     any Distribution Date unless at least one of the following two tests is
     satisfied:

          Test I: If, as of the last day of the month preceding such
     Distribution Date, (i) the aggregate Scheduled Principal Balance of
     Mortgage Loans delinquent 60 days or more (including for this purpose any
     Mortgage Loans in foreclosure and REO Mortgage Loans) as a percentage of
     the aggregate Class Certificate Principal Balance of the Junior
     Certificates as of such date, does not exceed 50%, and (ii) cumulative
     Realized Losses with respect to the Mortgage Loans do not exceed (a) 30% of
     the aggregate Class Certificate Principal Balance of the Junior
     Certificates as of the Closing Date (the "Original Subordinate Principal
     Balance") if such Distribution Date occurs between and including July 2004
     and June 2005, (b) 35% of the Original Subordinate Principal Balance if
     such Distribution Date occurs between and including July 2005 and June
     2006, (c) 40% of the Original Subordinate Principal Balance if such
     Distribution Date occurs between and including July 2006 and June 2007, (d)
     45% of the Original Subordinate Principal Balance if such Distribution Date
     occurs between and including July 2007 and June 2008 and (e) 50% of the
     Original Subordinate Principal Balance if such Distribution Date occurs
     during or after July 2008; or

          Test II: If, as of the last day of the month preceding such
     Distribution Date, (i) the aggregate Scheduled Principal Balance of
     Mortgage Loans delinquent 60 days or more (including for this purpose any
     Mortgage Loans in foreclosure and REO Mortgage Loans) averaged over the
     last three months, as a percentage of the aggregate Scheduled Principal
     Balance of Mortgage Loans averaged over the last three months, does not
     exceed 4%, and (ii) cumulative Realized Losses with respect to the Mortgage
     Loans do not exceed (a) 10% of the Original Subordinate Principal Balance
     if such Distribution Date occurs between and including July 2004 and June
     2005, (b) 15% of the Original Subordinate Principal Balance if such
     Distribution Date occurs between and including July 2005 and June 2006, (c)
     20% of the Original Subordinate Principal Balance if such Distribution Date
     occurs between and including July 2006 and June 2007, (d) 25% of the
     Original Subordinate Principal Balance if such Distribution Date occurs
     between and including July 2007 and June 2008 and (e) 30% of the Original
     Subordinate Principal Balance if such Distribution Date occurs during or
     after July 2008.

          Senior Principal Priorities: The priorities for the distribution of
     principal to the Senior Certificates as set forth in Exhibit O hereto.

          Servicer's Certificate: A certificate, completed by and executed on
     behalf of the Company by a Servicing Officer in accordance with Section
     4.06, substantially in the form of Exhibit D hereto or in such other form
     as the Company and the Trustee shall agree.

          Servicing Fee: As to any Mortgage Loan and Distribution Date, an
     amount equal to the product of (i) the Scheduled Principal Balance of such
     Mortgage Loan as of the Due Date in the preceding calendar month and (ii)
     the Servicing Fee Rate for such Mortgage Loan.

          Servicing Fee Rate: As to any Mortgage Loan, the per annum rate
     identified as such for such Mortgage Loan and set forth in the Mortgage
     Loan Schedule.

          Servicing Officer: Any officer of the Company involved in, or
     responsible for, the administration and servicing of the Mortgage Loans
     whose name appears on a list of servicing officers attached to an Officer's
     Certificate furnished to the Trustee by the Company, as such list may from
     time to time be amended.

          Single Certificate: A Certificate with an Initial Certificate
     Principal Balance, or initial Notional Principal Balance, of $1,000 or, in
     the case of a Class of Certificates issued with an initial Class
     Certificate Principal Balance or initial Notional Principal Balance of less
     than $1,000, such lesser amount.

          Special Event Loss: Any Fraud Loss, Special Hazard Loss or Deficient
     Valuation.

          Special Hazard Loss: (i) A Realized Loss suffered by a Mortgaged
     Property on account of direct physical loss, exclusive of (a) any loss
     covered by a hazard policy or a flood insurance policy required to be
     maintained in respect of such Mortgaged Property under Section 3.06 and (b)
     any loss caused by or resulting from:

               (A) normal wear and tear;

               (B) conversion or other dishonest act on the part of the Trustee,
          the Company or any of their agents or employees; or

               (C) errors in design, faulty workmanship or faulty materials,
          unless the collapse of the property or a part thereof ensues;

               or (ii) any Realized Loss suffered by the Trust Fund arising from
          or related to the presence or suspected presence of hazardous wastes
          or hazardous substances on a Mortgaged Property unless such loss to a
          Mortgaged Property is covered by a hazard policy or a flood insurance
          policy required to be maintained in respect of such Mortgaged Property
          under Section 3.06.

          Special Hazard Loss Amount: As of any Distribution Date, an amount
     equal to $3,019,461 minus the sum of (i) the aggregate amount of Special
     Hazard Losses that would have been allocated to the Junior Certificates in
     accordance with Section 4.03 in the absence of the Loss Allocation
     Limitation and (ii) the Adjustment Amount (as defined below) as most
     recently calculated. On each anniversary of the Cut-off Date, the
     "Adjustment Amount" shall be equal to the amount, if any, by which the
     amount calculated in accordance with the preceding sentence (without giving
     effect to the deduction of the Adjustment Amount for such anniversary)
     exceeds the lesser of (x) the greater of (A) the product of the Special
     Hazard Percentage for such anniversary multiplied by the outstanding
     principal balance of all the Mortgage Loans on the Distribution Date
     immediately preceding such anniversary and (B) twice the outstanding
     principal balance of the Mortgage Loan which has the largest outstanding
     principal balance on the Distribution Date immediately preceding such
     anniversary, and (y) an amount calculated by the Company and approved by
     each Rating Agency, which amount shall not be less than $500,000.

          Special Hazard Percentage: As of each anniversary of the Cut-off Date,
     the greater of (i) 1.00% and (ii) the largest percentage obtained by
     dividing (x) the aggregate outstanding principal balance (as of the
     immediately preceding Distribution Date) of the Mortgage Loans secured by
     Mortgaged Properties located in a single, five-digit zip code area in the
     State of California by (y) the outstanding principal balance of all the
     Mortgage Loans as of the immediately preceding Distribution Date.

          Special Hazard Termination Date: The Distribution Date upon which the
     Special Hazard Loss Amount has been reduced to zero or a negative number
     (or the Cross-Over Date, if earlier).

          Specified Component: None.

          Startup Day: As defined in Section 2.05(b).

          Strip Rate: With respect to the Class S Certificates and any
     Distribution Date, a variable rate per annum equal to the excess of (x) the
     weighted average (by Scheduled Principal Balance) carried to six decimal
     places, rounded down, of the Net Mortgage Rates of the Outstanding
     Non-Discount Mortgage Loans as of the Due Date in the preceding calendar
     month (or the Cut-off Date, in the case of the first Distribution Date)
     over (y) the Designated Rate; provided, however, that such calculation
     shall not include any Mortgage Loan that was the subject of a Voluntary
     Principal Prepayment in full received by the Company (or of which the
     Company received notice, in the case of a Mortgage Loan serviced by a
     Primary Servicer) on or after the first day but on or before the 15th day
     of such preceding calendar month.

          Subordinate Certificates: As to any date of determination, first, the
     Class B5 Certificates until the Class Certificate Principal Balance thereof
     has been reduced to zero; second, the Class B4 Certificates until the Class
     Certificate Principal Balance thereof has been reduced to zero; third, the
     Class B3 Certificates until the Class Certificate Principal Balance thereof
     has been reduced to zero; fourth, the Class B2 Certificates until the Class
     Certificate Principal Balance thereof has been reduced to zero; fifth, the
     Class B1 Certificates until the Class Certificate Principal Balance thereof
     has been reduced to zero; and sixth, the Class M Certificates until the
     Class Certificate Principal Balance thereof has been reduced to zero.

          Subordinate Certificate Writedown Amount: As to any Distribution Date,
     first, any amount distributed to the Class PO Certificates on such
     Distribution Date pursuant to Section 4.01(a)(iv) and second, after giving
     effect to the application of clause first above, the amount by which (i)
     the sum of the Class Certificate Principal Balances of all the Certificates
     (after giving effect to the distribution of principal and the application
     of Realized Losses in reduction of the Certificate Principal Balances of
     the related Certificates on such Distribution Date) exceeds (ii) the Pool
     Scheduled Principal Balance on the first day of the month of such
     Distribution Date less any Deficient Valuations occurring on or prior to
     the Bankruptcy Coverage Termination Date.

          Substitution Amount: With respect to any Mortgage Loan substituted
     pursuant to Section 2.03(b), the excess of (x) the Scheduled Principal
     Balance of the Mortgage Loan that is substituted for, over (y) the
     Scheduled Principal Balance of the related substitute Mortgage Loan, each
     balance being determined as of the date of substitution.

          Surety: Ambac Assurance Corporation, or its successors in interest.

          Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE),
     dated February 28, 1996, issued by the Surety for the benefit of certain
     beneficiaries, including the Trustee for the benefit of the Holders of the
     Certificates, but only to the extent that such Limited Purpose Surety Bond
     covers any Pledged Asset Mortgage Loans.

          TAC Balance: As to any Distribution Date and any Class of TAC
     Certificates and any TAC Component, the balance designated as such for such
     Distribution Date and such Class or Component as set forth in the Principal
     Balance Schedules attached as Exhibit B hereto.

          TAC Certificates: None.

          TAC Component: None.

          Trigger Event: Any one or more of the following: (i) if the Company is
     not a wholly-owned direct or indirect subsidiary of General Electric
     Company or if General Electric Capital Corporation shall not own (directly
     or indirectly) at least two-thirds of the voting shares of the capital
     stock of the Company, (ii) if the long-term senior unsecured rating of
     General Electric Capital Corporation is downgraded or withdrawn by Fitch or
     S&P below their two highest rating categories, (iii) if General Electric
     Capital Corporation is no longer obligated pursuant to the terms of the
     support agreement, dated as of October 1, 1990, between General Electric
     Capital Corporation and the Company, to maintain the Company's net worth or
     liquidity (as such terms are defined therein) at the levels specified
     therein, or if such support agreement, including any amendment thereto, has
     been breached, terminated or otherwise held to be unenforceable and (iv) if
     such support agreement, including any amendment thereto, is amended or
     modified.

          Trust Fund: The corpus of the trust created by this Agreement
     evidenced by the Certificates and consisting of:

          (i) the Mortgage Loans;

          (ii) all payments on or collections in respect of such Mortgage Loans,
     except as otherwise described in the first paragraph of Section 2.01,
     including the proceeds from the liquidation of any Additional Collateral
     for any Pledged Asset Mortgage Loan;

          (iii) the obligation of the Company to deposit in the Certificate
     Account the amounts required by Sections 3.02(d), 3.02(e) and 4.04(a), and
     the obligation of the Trustee to deposit in the Certificate Account any
     amount required pursuant to Section 4.04(b);

          (iv) the obligation of the Company to purchase or replace any
     Defective Mortgage Loan pursuant to Section 2.02 or 2.03;

          (v) all property acquired by foreclosure or deed in lieu of
     foreclosure with respect to any REO Mortgage Loan;

          (vi) the proceeds of the Primary Insurance Policies, if any, and the
     hazard insurance policies required by Section 3.06, in each case, in
     respect of the Mortgage Loans, and the Company's interest in the Surety
     Bond transferred to the Trustee pursuant to Section 2.01;

          (vii) the Certificate Account established pursuant to Section 3.02(d);

          (viii) the Eligible Account or Accounts, if any, established pursuant
     to Section 3.02(e);

          (ix) any collateral funds established to secure the obligations of the
     Holder of the Class B4 and Class B5 Certificates, respectively, under any
     agreements entered into between such holder and the Company pursuant to
     Section 3.08(e) (which collateral funds will not constitute a part of any
     REMIC established hereunder); and

          (x) all rights of the Company as assignee under any security
     agreements, pledge agreements or guarantees relating to the Additional
     Collateral supporting any Pledged Asset Mortgage Loan (which rights will
     not constitute a part of any REMIC established hereunder).

          Trustee: The institution executing this Agreement as Trustee, or its
     successor in interest, or if any successor trustee is appointed as herein
     provided, then such successor trustee so appointed.

          Unanticipated Recovery: As defined in Section 4.01(f) herein.

          Uninsured Cause: Any cause of damage to property subject to a Mortgage
     such that the complete restoration of the property is not fully
     reimbursable by the hazard insurance policies required to be maintained
     pursuant to Section 3.06.

          Unpaid Class Interest Shortfall: As to any Distribution Date and any
     Class of Certificates (other than any Class of Principal Only Certificates
     and any Class consisting of Specified Components) or any Specified
     Component (other than any Principal Only Component), the amount, if any, by
     which the aggregate of the Class Interest Shortfalls for such Class or in
     respect of such Specified Component for prior Distribution Dates is in
     excess of the aggregate amounts distributed on prior Distribution Dates to
     Holders of such Class of Certificates or in respect of such Specified
     Component (or added to the Class Certificate Principal Balance of any Class
     of Accrual Certificates, or to the Component Principal Balance of any
     Accrual Component constituting a Specified Component) pursuant to Section
     4.01(a)(ii), in the case of the Senior Certificates (other than any Class
     of Principal Only Certificates) and any Specified Component thereof (other
     than any Principal Only Component) and the Class S Certificates, Section
     4.01(a)(vi), in the case of the Class M Certificates, Section 4.01(a)(ix),
     in the case of the Class B1 Certificates, Section 4.01(a)(xii), in the case
     of the Class B2 Certificates, Section 4.01(a)(xv), in the case of the Class
     B3 Certificates, Section 4.01(a)(xviii), in the case of the Class B4
     Certificates, and Section 4.01(a)(xxi), in the case of the Class B5
     Certificates. As to any Class of Certificates consisting of Specified
     Components and any Distribution Date, the sum of the Unpaid Class Interest
     Shortfalls for the Specified Components thereof on such date.

          Voluntary Principal Prepayment: With respect to any Distribution Date,
     any prepayment of principal received from the related Mortgagor on a
     Mortgage Loan.

          Voting Rights: The portion of the voting rights of all the
     Certificates that is allocated to any Certificate for purposes of the
     voting provisions of Section 10.01. At all times during the term of this
     Agreement, 99% of all Voting Rights shall be allocated to the Certificates
     other than the Class S Certificates, and 1% of all Voting Rights shall be
     allocated to the Class S Certificates. Voting Rights allocated to the Class
     S Certificates shall be allocated among the Certificates of such Class in
     proportion to their Notional Principal Balances. Voting Rights allocated to
     the other Classes of Certificates shall be allocated among such Classes
     (and among the Certificates within each such Class) in proportion to their
     Class Certificate Principal Balances (or Certificate Principal Balances),
     as the case may be.

                                   ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

     Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently
with the execution and delivery of this Agreement, does hereby transfer, assign,
set-over and otherwise convey to the Trustee without recourse (except as
provided herein) all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received by the Company on
or with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before, and all Principal
Prepayments received on or before, the Cut-off Date). The Company acknowledges
it has sold all right, title and interest in and to the Mortgage Loans to the
Trustee to the extent provided above and that retention of record title of
Mortgages (subject to Section 2.01(d) of this Agreement) is for convenience only
and that the Company holds record title solely as custodian for the Trustee for
benefit of the Certificateholders. The Company agrees that it will take no
action inconsistent with ownership of the Mortgage Loans by the Trustee and will
not deliver any instrument of satisfaction or conveyance with respect to a
Mortgage or a Mortgage Loan, or convey or purport to convey any interest in a
Mortgage Loan, except in accordance with the terms and the intent of this
Agreement.

     In addition, with respect to any Pledged Asset Mortgage Loan, the Company
does hereby transfer, assign, set-over and otherwise convey to the Trustee
without recourse (except as provided herein) (i) its rights as assignee under
any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Pledged Asset Mortgage Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.

     (b) In connection with such transfer and assignment, the Company does
hereby deliver to the Trustee the following documents or instruments with
respect to:

          (1) Each Mortgage Loan (other than any Cooperative Loan or Designated
     Loan) so transferred and assigned:

               (i) The Mortgage Note, endorsed without recourse in blank by the
          Company, including all intervening endorsements showing a complete
          chain of endorsement from the originator to the Company; provided,
          however, that if such Mortgage Note is a Confirmatory Mortgage Note,
          such Confirmatory Mortgage Note may be payable directly to the Company
          or may show a complete chain of endorsement from the named payee to
          the Company;

               (ii) Any assumption and modification agreement;

               (iii) An assignment in recordable form (which may be included in
          a blanket assignment or assignments) of the Mortgage to the Trustee;
          and

          (2) Each Cooperative Loan (other than a Designated Loan) so
     transferred and assigned:

               (i) The Mortgage Note, endorsed without recourse in blank by the
          Company and showing an unbroken chain of endorsements from the
          originator to the Company; provided, however, that if such Mortgage
          Note is a Confirmatory Mortgage Note, such Confirmatory Mortgage Note
          may be payable directly to the Company or may show a complete chain of
          endorsement from the named payee to the Company;

               (ii) A counterpart of the Proprietary Lease and the Assignment of
          Proprietary Lease executed in blank or to the originator of the
          Cooperative Loan;

               (iii) The related Cooperative Stock Certificate, together with an
          undated stock power (or other similar instrument) executed in blank;

               (iv) A counterpart of the recognition agreement by the
          Cooperative of the interests of the mortgagee with respect to the
          related Cooperative Loan;

               (v) The Security Agreement;

               (vi) Copies of the original UCC-1 financing statement, and any
          continuation statements, filed by the originator of such Cooperative
          Loan as secured party, each with evidence of recording thereof,
          evidencing the interest of the originator in the Cooperative Stock and
          the Proprietary Lease;

               (vii) If applicable, copies of the UCC-3 assignments of the
          security interest described in clause (vi) above, sent to the
          appropriate public office for filing, showing an unbroken chain of
          title from the originator to the Company, evidencing the security
          interest of the originator in the Cooperative Stock and the
          Proprietary Lease;

               (viii) An executed assignment (which may be a blanket assignment
          for all Cooperative Loans) of the interest of the Company in the
          Security Agreement, Assignment of Proprietary Lease and the
          recognition agreement described in clause (iv) above, showing an
          unbroken chain of title from the originator to the Trustee; and

               (ix) A UCC-3 assignment from the Company to the Trustee of the
          security interest described in clause (vi) above, in form suitable for
          filing, otherwise complete except for filing information regarding the
          original UCC-1 if unavailable (which may be included in a blanket
          assignment to the Trustee).

     In instances where a completed assignment of the Mortgage in recordable
form cannot be delivered by the Company to the Trustee in accordance with
Section 2.01(b)(1)(iii) prior to or concurrently with the execution and delivery
of this Agreement, due to a delay in connection with recording of the Mortgage,
the Company may, in lieu of delivering the completed assignment in recordable
form, deliver to the Trustee the assignment in such form, otherwise complete
except for recording information.

          (3) With respect to each Designated Loan, the Company does hereby
     deliver to the Trustee the Designated Loan Closing Documents.

     (c) In connection with each Mortgage Loan transferred and assigned to the
Trustee, the Company shall deliver to the Trustee the following documents or
instruments as promptly as practicable, but in any event within 30 days, after
receipt by the Company of all such documents and instruments for all of the
outstanding Mortgage Loans:

          (1) the Mortgage with evidence of recording indicated thereon (other
     than with respect to a Cooperative Loan);

          (2) a copy of the title insurance policy (other than with respect to a
     Cooperative Loan);

          (3) with respect to any Mortgage that has been assigned to the
     Company, the related recorded intervening assignment or assignments of
     Mortgage, showing a complete chain of assignment from the originator to the
     Company (other than with respect to a Cooperative Loan); and

          (4) with respect to any Cooperative Loan that has been assigned to the
     Company, the related filed intervening UCC-3 financing statements (not
     previously delivered pursuant to Section 2.01(b)(2)(vii)), showing a
     complete chain of assignment from the named originator to the Company.

Pending such delivery, the Company shall retain in its files (a) copies of the
documents described in clauses (1) and (3) of the preceding sentence, without
evidence of recording thereon, and (b) title insurance binders with respect to
the Mortgage Loans (other than with respect to a Cooperative Loan). The Company
shall also retain in its files the Primary Insurance Policy evidencing any
primary mortgage insurance relating to the Mortgage Loans during the period when
the related insurance is in force. (The copies of the Mortgage, intervening
assignments of Mortgage, if any, title insurance binder and the Primary
Insurance Policy, if any, described in the two preceding sentences are
collectively referred to herein as the "Document File" with respect to each
Mortgage Loan.) The Company shall advise the Trustee in writing if such delivery
to the Trustee shall not have occurred on or before the first anniversary of the
Closing Date. The Company shall promptly furnish to the Trustee the documents
included in the Document Files (other than any such documents previously
delivered to the Trustee as originals or copies) either (a) upon the written
request of the Trustee or (b) when the Company or the Trustee obtains actual
notice or knowledge of a Trigger Event. The Trustee shall have no obligation to
request delivery of the Document Files unless a Responsible Officer of the
Trustee has actual notice or knowledge of the occurrence of a Trigger Event.

     In the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the date of execution and delivery of this Agreement,
the Company, in lieu of delivering the above documents to the Trustee, herewith
delivers to the Trustee a certification of a Servicing Officer of the nature set
forth in Section 3.09.

     (d) The Company shall not be required to record the assignments of the
Mortgages referred to in Section 2.01(b)(1)(iii) or file the UCC-3 assignments
referred to in Section 2.01(b)(2)(ix) to the Trustee unless the Company or the
Trustee obtains actual notice or knowledge of the occurrence of any Trigger
Event; provided, however, that such recording or filing shall not be required if
the Company delivers to the Trustee a letter from each Rating Agency to the
effect that the failure to take such action will not cause such Rating Agency to
reduce or withdraw its then current ratings of the Certificates. The party
obtaining actual notice or knowledge of any of such events shall give the other
party prompt written notice thereof. For purposes of the foregoing (as well as
for purposes of determining whether the Company shall be required to deliver the
Document Files to the Trustee following the occurrence of a Trigger Event), the
Company shall be deemed to have knowledge of any such downgrading referred to in
the definition of Trigger Event if, in the exercise of reasonable diligence, the
Company has or should have had knowledge thereof. As promptly as practicable
subsequent to the Company's delivery or receipt of such written notice, as the
case may be, the Company shall insert the recording or filing information in the
assignments of the Mortgages or UCC-3 assignments to the Trustee and shall cause
the same to be recorded or filed, at the Company's expense, in the appropriate
public office for real property records or UCC financing statements, except that
the Company need not cause to be so completed and recorded any assignment of
mortgage which relates to a Mortgage Loan secured by property in a jurisdiction
under the laws of which, on the basis of an Opinion of Counsel reasonably
satisfactory to the Trustee and satisfactory to each Rating Agency (as evidenced
in writing), recordation of such assignment is not necessary to protect the
Trustee against discharge of such Mortgage Loan by the Company or any valid
assertion that any Person other than the Trustee has title to or any rights in
such Mortgage Loan. In the event that the Company fails or refuses to record or
file the assignment of Mortgages or UCC-3 financing statement in the
circumstances provided above, the Trustee shall record or cause to be recorded
or filed such assignment or UCC-3 financing statement at the expense of the
Company. In connection with any such recording or filing, the Company shall
furnish such documents as may be reasonably necessary to accomplish such
recording or filing. Notwithstanding the foregoing, at any time the Company may
record or file, or cause to be recorded or filed, the assignments of Mortgages
or UCC-3 financing statement at the expense of the Company.

     Section 2.02. Acceptance by Trustee. Subject to the examination hereinafter
provided, the Trustee acknowledges receipt of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(4)), and the Designated Loan Closing Documents, if any, delivered
pursuant to Section 2.01, and declares that the Trustee holds and will hold such
documents and each other document delivered to it pursuant to Section 2.01 in
trust, upon the trusts herein set forth, for the use and benefit of all present
and future Certificateholders. The Trustee agrees, for the benefit of the
Certificateholders, to review each Mortgage File within 45 days after (i) the
execution and delivery of this Agreement, in the case of the Mortgage Notes, the
assignments of the Mortgages to the Trustee, the assumption and modification
agreements, if any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in Section
2.01(c)(4)), and the Designated Loan Closing Documents, if any, (ii) delivery to
the Trustee after the Closing Date of the Mortgage Notes and the assumption and
modification agreements, if any, with respect to each Designated Loan, and (iii)
delivery of the recorded Mortgages, title insurance policies, recorded
intervening assignments of Mortgage, if any, and filed intervening UCC-3
financing statements, if any, with respect to any Cooperative Loan to ascertain
that all required documents set forth in Section 2.01 have been executed,
received and recorded, if applicable, and that such documents relate to the
Mortgage Loans identified in Exhibit C hereto. In performing such examination,
the Trustee may conclusively assume the due execution and genuineness of any
such document and the genuineness of any signature thereon. It is understood
that the scope of the Trustee's examination of the Mortgage Files is limited
solely to confirming, after receipt of the documents listed in Section 2.01,
that such documents have been executed, received and recorded, if applicable,
and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If
in the course of such review the Trustee finds (1) that any document required to
be delivered as aforesaid has not been delivered, or (2) any such document has
been mutilated, defaced or physically altered without the borrower's
authorization or approval, or (3) based upon its examination of such documents,
the information with respect to any Mortgage Loan set forth on Exhibit C is not
accurate, the Trustee shall promptly so notify the Company in writing, which
shall have a period of 60 days after receipt of such notice to correct or cure
any such defect. The Company hereby covenants and agrees that, if any such
material defect cannot be corrected or cured, the Company will on a Distribution
Date which is not later than the first Distribution Date which is more than ten
days after the end of such 60-day period repurchase the related Mortgage Loan
from the Trustee at the Purchase Price therefor or replace such Mortgage Loan
pursuant to Section 2.03(b); provided, however, that if the defect (or breach
pursuant to Section 2.03(a)) is one that, had it been discovered before the
Startup Day, would have prevented the Mortgage Loan from being a "qualified
mortgage" within the meaning of the REMIC Provisions, such defect or breach
shall be cured, or the related Mortgage Loan shall be repurchased or replaced,
on a Distribution Date which falls within 90 days of the date of discovery of
such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or
any amount required in respect of a substitution pursuant to Section 2.03(b),
shall be deposited by the Company in the Certificate Account pursuant to Section
3.02(d) on the Business Day prior to the applicable Distribution Date and, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee shall release or cause to be released to the
Company the related Mortgage File and shall execute and deliver or cause to be
executed and delivered such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Company any Mortgage Loan
released pursuant hereto. It is understood and agreed that the obligation of the
Company to repurchase or replace any Mortgage Loan as to which a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to Certificateholders or the Trustee on behalf of
Certificateholders.

     Upon receipt by the Trustee of the Mortgage Note with respect to a
Designated Loan that is not defective in accordance with the fifth sentence of
the preceding paragraph, the related Lost Note Affidavit delivered pursuant to
Section 2.01 shall be void and the Trustee shall return it to the Company.

     Section 2.03. Representations and Warranties of the Company; Mortgage Loan
Repurchase. (a) The Company hereby represents and warrants to the Trustee that:

          (i) The information set forth in Exhibit C hereto was true and correct
     in all material respects at the date or dates respecting which such
     information is furnished;

          (ii) As of the date of the initial issuance of the Certificates, other
     than with respect to Cooperative Loans, each Mortgage is a valid and
     enforceable first lien on the property securing the related Mortgage Note
     subject only to (a) the lien of current real property taxes and
     assessments, (b) covenants, conditions and restrictions, rights of way,
     easements and other matters of public record as of the date of recording of
     such Mortgage, such exceptions appearing of record being acceptable to
     mortgage lending institutions generally in the area wherein the property
     subject to the Mortgage is located or specifically reflected in the
     appraisal obtained in connection with the origination of the related
     Mortgage Loan obtained by the Company and (c) other matters to which like
     properties are commonly subject which do not materially interfere with the
     benefits of the security intended to be provided by such Mortgage;

          (iii) Immediately prior to the transfer and assignment herein
     contemplated, the Company had good title to, and was the sole owner of,
     each Mortgage Loan and all action had been taken to obtain good record
     title to each related Mortgage. Each Mortgage Loan has been transferred
     free and clear of any liens, claims and encumbrances;

          (iv) As of the date of the initial issuance of the Certificates, no
     payment of principal of or interest on or in respect of any Mortgage Loan
     is 30 or more days past due and none of the Mortgage Loans have been past
     due 30 or more days more than once during the preceding 12 months;

          (v) As of the date of the initial issuance of the Certificates, other
     than with respect to Cooperative Loans, there is no mechanics' lien or
     claim for work, labor or material affecting the premises subject to any
     Mortgage which is or may be a lien prior to, or equal or coordinate with,
     the lien of such Mortgage except those which are insured against by the
     title insurance policy referred to in (x) below;

          (vi) As of the date of the initial issuance of the Certificates, other
     than with respect to Cooperative Loans, there is no delinquent tax or
     assessment lien against the property subject to any Mortgage;

          (vii) As of the date of the initial issuance of the Certificates,
     there is no valid offset, defense or counterclaim to any Mortgage Note or
     Mortgage, including the obligation of the Mortgagor to pay the unpaid
     principal and interest on such Mortgage Note;

          (viii) As of the date of the initial issuance of the Certificates, the
     physical property subject to any Mortgage (or, in the case of a Cooperative
     Loan, the related Cooperative Apartment) is free of material damage and is
     in good repair;

          (ix) Each Mortgage Loan at the time it was made complied in all
     material respects with applicable state and federal laws, including,
     without limitation, usury, equal credit opportunity and disclosure laws;

          (x) Other than with respect to Cooperative Loans, a lender's title
     insurance policy or binder, or other assurance of title insurance customary
     in the relevant jurisdiction therefor was issued on the date of the
     origination of each Mortgage Loan and each such policy or binder is valid
     and remains in full force and effect;

          (xi) Each Mortgage Loan (other than a Pledged Asset Mortgage Loan)
     that had, as of the Cut-off Date, a Loan-to-Value Ratio of more than 80% is
     covered by a Primary Insurance Policy so long as its then outstanding
     principal amount exceeds 80% of the greater of (a) the Original Value and
     (b) the then current value of the related Mortgaged Property as evidenced
     by an appraisal thereof satisfactory to the Company, except to the extent
     such coverage may otherwise be terminable under applicable law. Each
     Primary Insurance Policy is issued by a private mortgage insurer acceptable
     to FNMA or FHLMC;

          (xii) Each Mortgage Note is payable on the first day of each month in
     self-amortizing monthly installments of principal and interest, with
     interest payable in arrears, over an original term of not more than thirty
     years;

          (xiii) Other than with respect to Cooperative Loans, the improvements
     on the Mortgaged Properties are insured against loss under a hazard
     insurance policy with extended coverage and conforming to the requirements
     of Section 3.06 hereof. As of the date of initial issuance of the
     Certificates, all such insurance policies are in full force and effect;

          (xiv) As to each condominium securing a Mortgage Loan or the related
     Mortgage Loan, (a) the related condominium is in a project that is on the
     FNMA or FHLMC approved list, (b) the related condominium is in a project
     that, upon submission of appropriate application, could be so approved by
     either FNMA or FHLMC, (c) the related Mortgage Loan meets the requirements
     for purchase by FNMA or FHLMC, (d) the related Mortgage Loan is of the type
     that could be approved for purchase by FNMA or FHLMC but for the principal
     balance of the related Mortgage Loan or the pre-sale requirements or (e)
     the related Mortgage Loan has been approved by a nationally recognized
     mortgage pool insurance company for coverage under a mortgage pool
     insurance policy issued by such insurer;

          (xv) Other than with respect to Cooperative Loans, no Mortgage Loan is
     secured by a leasehold interest in the related Mortgaged Property and each
     Mortgagor holds fee title to the related Mortgaged Property;

          (xvi) The Mortgage Loans and the Mortgaged Properties, individually
     and in the aggregate, conform in all material respects to the applicable
     descriptions thereof contained in the Prospectus;

          (xvii) All appraisals have been prepared substantially in accordance
     with the description contained under the caption "The Trusts -- The
     Mortgage Loans" in the Prospectus;

          (xviii) No selection procedures, other than those necessary to comply
     with the representations and warranties set forth herein or the description
     of the Mortgage Loans made in any disclosure document delivered to
     prospective investors in the Certificates, have been utilized in selecting
     the Mortgage Loans from the Company's portfolio which would be adverse to
     the interests of the Certificateholders;

          (xix) Other than with respect to Cooperative Loans, to the best of the
     Company's knowledge, at origination no improvement located on or being part
     of a Mortgaged Property was in violation of any applicable zoning and
     subdivision laws and ordinances;

          (xx) None of the Mortgage Loans is a temporary construction loan. With
     respect to any Mortgaged Property which constitutes new construction, the
     related construction has been completed substantially in accordance with
     the specifications therefor and any incomplete aspect of such construction
     shall not be material or interfere with the habitability or legal occupancy
     of the Mortgaged Property. Mortgage Loan amounts sufficient to effect any
     such completion are in escrow for release upon or in connection with such
     completion or a performance bond or completion bond is in place to provide
     funds for this purpose and such completion shall be accomplished within 120
     days after weather conditions permit the commencement thereof;

          (xxi) As of the Closing Date, each Mortgage Loan is a "qualified
     mortgage" as defined in Section 860G(a)(3) of the Code;

          (xxii) As of the Closing Date, the Company possesses the Document File
     with respect to each Mortgage Loan, and, other than with respect to
     Cooperative Loans, the related Mortgages and intervening assignment or
     assignments of Mortgages, if any, have been delivered to a title insurance
     company for recording;

          (xxiii) With respect to each Mortgage Loan identified in Exhibit C as
     a Cooperative Loan:

               (A) The Security Agreement creates a first lien in the stock
          ownership and leasehold rights associated with the related Cooperative
          Apartment;

               (B) The lien created by the related Security Agreement is a
          valid, enforceable and subsisting first priority security interest in
          the related Cooperative Stock securing the related Mortgage Note,
          subject only to (a) liens of the Cooperative for unpaid assessments
          representing the Mortgagor's pro rata share of the Cooperative's
          payments for its blanket mortgage, current and future real property
          taxes, insurance premiums, maintenance fees and other assessments to
          which like collateral is commonly subject and (b) other matters to
          which like collateral is commonly subject which do not materially
          interfere with the benefits of the security intended to be provided by
          the Security Agreement. There are no liens against or security
          interest in the Cooperative Stock relating to such Cooperative Loan
          (except for unpaid maintenance, assessments and other amounts owed to
          the related Cooperative which individually or in the aggregate do not
          have a material adverse effect on such Cooperative Loan), which have
          priority over the Trustee's security interest in such Cooperative
          Stock;

               (C) The Cooperative Stock that is pledged as security for the
          Mortgage Loan is held by a person as a "tenant-stockholder" within the
          meaning of section 216 of the Code, the related Cooperative that owns
          title to the related cooperative apartment building is a "cooperative
          housing corporation" within the meaning of section 216 of the Code,
          and such Cooperative is in material compliance with applicable
          federal, state and local laws which, if not complied with, could have
          a material adverse effect on the Mortgaged Property; and

               (D) There is no prohibition against pledging the Cooperative
          Stock or assigning the Proprietary Lease; and

          (xxiv) With respect to each Mortgage Loan identified on Exhibit C as
     having been originated or acquired under the Company's Enhanced Streamlined
     Refinance program, the value of the related Mortgaged Property, as of the
     date of such origination or acquisition under the Company's Enhanced
     Streamlined Refinance program, is no less than the value thereof
     established at the time the mortgage loan that is the subject of the
     refinancing was originated.

     It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee. Upon discovery by either the Company or the Trustee of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other. Subject to the following sentence, within 60 days of its
discovery or its receipt of notice of breach, or, with the prior written consent
of a Responsible Officer of the Trustee, such longer period specified in such
consent, the Company shall cure such breach in all material respects or shall
repurchase such Mortgage Loan from the Trustee or replace such Mortgage Loan
pursuant to Section 2.03(b). Any such repurchase by the Company shall be
accomplished in the manner set forth in Section 2.02, subject to the proviso of
the third-to-last sentence thereof, and at the Purchase Price. It is understood
and agreed that the obligation of the Company to repurchase or replace any
Mortgage Loan as to which a breach occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders and such obligation of the Company to
repurchase or replace any such Mortgage Loan shall not be assumed by any Person
which may succeed the Company as servicer hereunder, but shall continue as an
obligation of the Company. Notwithstanding the preceding sentence, if a breach
of the representation and warranty of the Company contained in Section
2.03(a)(ix) occurs as a result of a violation of the federal Truth in Lending
Act, 15 U.S.C. ss. 1601 et seq., as amended ("TILA") or any state truth-in
lending or similar statute, and the Trustee or the Trust Fund is named as a
defendant in a TILA suit or a suit under any such statutes in respect of such
violation and liability in respect thereof is imposed upon the Trustee or the
Trust Fund as assignees of the related Mortgage Loan pursuant to Section 1641 of
TILA, or any analogous provision of any such statute, the Company shall
indemnify the Trustee and the Trust Fund from, and hold them harmless against,
any and all losses, liabilities, damages, claims or expenses (including
reasonable attorneys' fees) to which the Trustee and the Trust Fund, or either
of them, become subject pursuant to TILA or any such statute, insofar as such
losses, damages, claims or expenses (including reasonable attorneys' fees)
result from such violation. The Company's obligations under the preceding
sentence shall not impair or derogate from the Company's obligations to the
Trustee under Section 8.05.

     (b) If the Company is required to repurchase any Mortgage Loan pursuant to
Section 2.02 or 2.03(a), the Company may, at its option, within the applicable
time period specified in such respective Sections, remove such Defective
Mortgage Loan from the terms of this Agreement and substitute one or more other
mortgage loans for such Defective Mortgage Loan, in lieu of repurchasing such
Defective Mortgage Loan, provided that no such substitution shall occur more
than two years after the Closing Date. Any substitute Mortgage Loan shall (a)
have a Scheduled Principal Balance (together with that of any other Mortgage
Loan substituted for the same Defective Mortgage Loan) as of the first
Distribution Date following the month of substitution not in excess of the
Scheduled Principal Balance of the Defective Mortgage Loan as of such date (the
amount of any difference, plus one month's interest thereon at the respective
Net Mortgage Rate, to be deposited by the Company in the Certificate Account
pursuant to Section 2.02), (b) have a Mortgage Rate not less than, and not more
than one percentage point greater than, the Mortgage Rate of the Defective
Mortgage Loan, (c) have the same Net Mortgage Rate as the Defective Mortgage
Loan, (d) have a remaining term to stated maturity not later than, and not more
than one year less than, the remaining term to stated maturity of the Defective
Mortgage Loan, (e) be, in the reasonable determination of the Company, of the
same type, quality and character as the Defective Mortgage Loan as if the defect
or breach had not occurred, (f) have a ratio of its current principal amount to
its Original Value not greater than that of the removed Mortgage Loan and (g)
be, in the reasonable determination of the Company, in compliance with the
representations and warranties contained in Section 2.03(a), other than
subparagraph (xvi) thereof, as of the date of substitution.

     The Company shall amend the Mortgage Loan Schedule to reflect the
withdrawal of any Defective Mortgage Loan and the substitution of a substitute
Mortgage Loan therefor. Upon such amendment the Company shall be deemed to have
made as to such substitute Mortgage Loan the representations and warranties set
forth in Section 2.03(a), other than subparagraph (xvi) thereof, as of the date
of such substitution, which shall be continuing as long as any Certificate shall
be outstanding or this Agreement has not been terminated, and the remedies for
breach of any such representation or warranty shall be as set forth in Section
2.03(a). Upon such amendment, the Trustee shall review the Mortgage File
delivered to it relating to the substitute Mortgage Loan, within the time and in
the manner and with the remedies specified in Section 2.02, except that for
purposes of this Section 2.03(b) (other than the two-year period specified in
the first sentence of the preceding paragraph of this Section 2.03(b)), such
time shall be measured from the date of the applicable substitution.

     Section 2.04. Execution of Certificates. The Trustee has caused to be
executed, countersigned and delivered to or upon the order of the Company, in
exchange for the Mortgage Loans, the Certificates in authorized denominations
evidencing the entire ownership of the Trust Fund.

     Section 2.05. Designations under the REMIC Provisions. (a) The Company
hereby designates the Classes of Certificates identified in Section 5.01(b),
other than the Residual Certificate, as "regular interests," and the Class R
Certificate as the single class of "residual interest," in the REMIC established
hereunder for purposes of the REMIC Provisions. The assets of the REMIC
established hereunder will consist of the assets and rights specified in clauses
(i) though (viii) of the definition of the term Trust Fund, and any Rounding
Accounts.

     (b) The Closing Date will be the "Startup Day" for the REMIC established
hereunder for purposes of the REMIC Provisions.

     (c) The "tax matters person" with respect to the REMIC established
hereunder for purposes of the REMIC Provisions shall be (i) the Company, if the
Company is the owner of a Class R Certificate, or (ii) in any other case, the
beneficial owner of the Class R Certificate having the largest Percentage
Interest of such Class; provided, however, that such largest beneficial owner
and, to the extent relevant, each other holder of a Class R Certificate, by its
acceptance thereof irrevocably appoints the Company as its agent and
attorney-in-fact to act as "tax matters person" with respect to the REMIC
established hereunder for purposes of the REMIC Provisions.

     (d) The "latest possible maturity date" of the regular interests in the
REMIC established hereunder is the Latest Possible Maturity Date for purposes of
section 860G(a)(1) of the Code.

     (e) In the event that the Servicing Fee exceeds the amount reasonable for
such services (within the meaning of Treasury Regulation 1.860D-1(b)(1)(ii)),
the portion or portions of such fee that can be measured as a fixed number of
basis points on some or all of the Mortgage Loans and can be treated as one or
more stripped coupons within the meaning of Treasury Regulation
1.860D-1(b)(2)(iii) shall be treated as such stripped coupons and shall not be
treated as a REMIC asset.

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

     Section 3.01. Company to Act as Servicer. (a) It is intended that the REMIC
established hereunder shall constitute, and the affairs of the REMIC shall be
conducted so as to qualify the Trust Fund (other than any collateral fund
established under the agreement referred to in Section 3.08(e)) as, a "real
estate mortgage investment conduit" as defined in and in accordance with the
REMIC Provisions. In furtherance of such intention, the Company covenants and
agrees that it shall act as agent (and the Company is hereby appointed to act as
agent) on behalf of the Trust Fund and the Holders of the Residual Certificates
and that in such capacity it shall:

          (i) prepare and file, or cause to be prepared and filed, in a timely
     manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return
     (Form 1066) and prepare and file or cause to be prepared and filed with the
     Internal Revenue Service and applicable state or local tax authorities
     income tax or information returns for each taxable year with respect to the
     REMIC established hereunder, using the calendar year as the taxable year
     and the accrual method of accounting, containing such information and at
     the times and in the manner as may be required by the Code or state or
     local tax laws, regulations, or rules, and shall furnish or cause to be
     furnished to Certificateholders the schedules, statements or information at
     such times and in such manner as may be required thereby;

          (ii) within thirty days of the Closing Date, shall furnish or cause to
     be furnished to the Internal Revenue Service, on Form 8811 or as otherwise
     may be required by the Code, the name, title, address, and telephone number
     of the person that the holders of the Certificates may contact for tax
     information relating thereto (and the Company shall act as the
     representative of the REMIC established hereunder for this purpose),
     together with such additional information as may be required by such Form,
     and shall update such information at the time or times and in the manner
     required by the Code;

          (iii) make or cause to be made an election, on behalf of the REMIC
     established hereunder, to be treated as a REMIC, and make the appropriate
     designations, if applicable, in accordance with Section 2.05 hereof on the
     federal tax return of the Trust Fund for its first taxable year (and, if
     necessary, under applicable state law);

          (iv) prepare and forward, or cause to be prepared and forwarded, to
     the Certificateholders and to the Internal Revenue Service and, if
     necessary, state tax authorities, all information returns or reports, or
     furnish or cause to be furnished by telephone, mail, publication or other
     appropriate method such information, as and when required to be provided to
     them in accordance with the REMIC Provisions, including without limitation,
     the calculation of any original issue discount using the Prepayment
     Assumption Multiple;

          (v) provide information necessary for the computation of tax imposed
     on the transfer of a Residual Certificate to a Disqualified Organization,
     or an agent (including a broker, nominee or other middleman) of a
     Disqualified Organization, or a pass-through entity in which a Disqualified
     Organization is the record holder of an interest (the reasonable cost of
     computing and furnishing such information may be charged to the Person
     liable for such tax);

          (vi) use its best reasonable efforts to conduct the affairs of the
     REMIC established hereunder at all times that any Certificates are
     outstanding so as to maintain the status thereof as a REMIC under the REMIC
     Provisions;

          (vii) not knowingly or intentionally take any action or omit to take
     any action that would cause the termination of the REMIC status of the
     REMIC or that would subject the Trust Fund to tax;

          (viii) exercise reasonable care not to allow the creation of any
     "interests" in the REMIC within the meaning of section 860D(a)(2) of the
     Code other than the interests represented by the Classes of Certificates
     identified in Section 5.01(b);

          (ix) exercise reasonable care not to allow the occurrence of any
     "prohibited transactions" within the meaning of section 860F of the Code,
     unless the Company shall have provided an Opinion of Counsel to the Trustee
     that such occurrence would not (a) result in a taxable gain, (b) otherwise
     subject the Trust Fund to tax, or (c) cause the REMIC established hereunder
     to fail to qualify as a REMIC;

          (x) exercise reasonable care not to allow the Trust Fund to receive
     income from the performance of services or from assets not permitted under
     the REMIC Provisions to be held by a REMIC;

          (xi) pay the amount of any federal or state tax, including prohibited
     transaction taxes, taxes on certain contributions to the REMIC after the
     Startup Day, and taxes on net income from foreclosure property, imposed on
     the Trust Fund when and as the same shall be due and payable (but such
     obligation shall not prevent the Company or any other appropriate Person
     from contesting any such tax in appropriate proceedings and shall not
     prevent the Company from withholding payment of such tax, if permitted by
     law, pending the outcome of such proceedings);

          (xii) ensure that federal, state or local income tax or information
     returns shall be signed by the Trustee or such other person as may be
     required to sign such returns by the Code or state or local laws,
     regulations or rules; and

          (xiii) maintain such records relating to the REMIC established
     hereunder, including but not limited to the income, expenses, individual
     Mortgage Loans (including Mortgaged Property), other assets and liabilities
     thereof, and the fair market value and adjusted basis of the property of
     each determined at such intervals as may be required by the Code, as may be
     necessary to prepare the foregoing returns, schedules, statements or
     information.

     The Company shall be entitled to be reimbursed pursuant to Section 3.04 for
any federal income taxes paid by it pursuant to clause (xi) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, misfeasance or negligence of the Company in the performance of its
obligations hereunder. With respect to any reimbursement of prohibited
transaction taxes, the Company shall inform the Trustee of the circumstances
under which such taxes were incurred.

     (b) The Company shall service and administer the Mortgage Loans and shall
have full power and authority, acting alone or through one or more Primary
Servicers, to do any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Company shall continue, and is hereby
authorized and empowered by the Trustee, to execute and deliver, or file, as
appropriate, on behalf of itself, the Certificateholders and the Trustee or any
of them, any and all continuation statements, termination statements,
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the properties subject to the Mortgages. Without
limitation of the foregoing, if the Company in its individual capacity agrees to
refinance any Mortgage Loan upon the request of the related Mortgagor, the
Company, as servicer hereunder, may execute an instrument of assignment in
customary form to the Company in its individual capacity. In connection with any
such refinancing, the Trustee shall, upon certification of a Servicing Officer
to the effect that an amount equal to the principal balance of the related
Mortgage Loan together with accrued and unpaid interest thereon at the
applicable Net Mortgage Rate to the date of such certification has been credited
to the Mortgage Loan Payment Record, release the related Mortgage File to the
Company whereupon the Company may cancel the related Mortgage Note. Upon request
by the Company after the execution and delivery of this Agreement, the Trustee
shall furnish the Company with any powers of attorney and other documents
necessary or appropriate to enable the Company to carry out its servicing and
administrative duties hereunder. Except as otherwise provided herein, the
Company shall maintain servicing standards substantially equivalent to those
required for approval by FNMA or FHLMC. The Company shall not agree to any
modification of the material terms of any Mortgage Loan except as provided in
the second sentence of Section 3.02(a) and in Section 3.07. The Company shall
not release any portion of any Mortgaged Property from the lien of the related
Mortgage unless the related Mortgage Loan would be a "qualified mortgage" within
the meaning of the REMIC Provisions following such release.

     (c) [Intentionally Omitted.]

     (d) The relationship of the Company (and of any successor to the Company as
servicer under this Agreement) to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint
venturer, partner or agent.

     (e) All costs incurred by the Company in effecting the timely payment of
taxes and assessments on the properties subject to the Mortgage Loans shall not,
for the purpose of calculating monthly distributions to Certificateholders, be
added to the amount owing under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit, and such costs shall be recoverable
by the Company to the extent permitted by Section 3.04. The Company shall
collect such amounts from the Mortgagor and shall credit the Mortgage Loan
Payment Record accordingly.

     (f) If the Company enters into a servicing agreement with any servicer (a
"Primary Servicer") pursuant to which such Primary Servicer shall directly
service certain Mortgage Loans and the Company shall perform master servicing
with respect thereto, the Company shall not be released from its obligations to
the Trustee and Certificateholders with respect to the servicing and
administration of the Mortgage Loans in accordance with the provisions of
Article III hereof and such obligations shall not be diminished by virtue of any
such servicing agreement or arrangement and the Company shall be obligated to
the same extent and under the same terms and conditions as if the Company alone
were servicing and administering the Mortgage Loans. Any amounts received by a
Primary Servicer in respect of a Mortgage Loan shall be deemed to have been
received by the Company whether or not actually received by it. Any servicing
agreement that may be entered into and any transactions or services relating to
the Mortgage Loans involving a Primary Servicer in its capacity as such shall be
deemed to be between the Company and the Primary Servicer alone, and the Trustee
and the Certificateholders shall have no claims, obligations, duties or
liabilities with respect thereto. Notwithstanding the foregoing, in the event
the Company has been removed as the servicer hereunder pursuant to Section 6.04
or Section 7.01, the Trustee or any successor servicer appointed pursuant to
Section 7.02 shall succeed to all of the Company's rights and interests (but not
to any obligations or liabilities of the Company arising prior to the date of
succession) under any servicing agreement with any Primary Servicer in respect
of the Mortgage Loans, subject to the limitation on the Trustee's
responsibilities under Section 7.02.

     (g) In no event shall any collateral fund established under the agreement
referred to in Section 3.08(e) constitute an asset of any REMIC established
hereunder.

     Section 3.02. Collection of Certain Mortgage Loan Payments; Mortgage Loan
Payment Record; Certificate Account. (a) The Company shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent
with this Agreement, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans in its servicing
portfolio. Consistent with the foregoing, the Company may in its discretion (i)
waive any late payment charge or any assumption fees or other fees which may be
collected in the ordinary course of servicing such Mortgage Loan and (ii) if a
default on the Mortgage Loan has occurred or is reasonably foreseeable, arrange
at any time prior to foreclosure with a Mortgagor a schedule for the payment of
due and unpaid principal and interest for a period extending not longer than two
years after the date that such schedule is arranged. Any arrangement of the sort
described in clause (ii) above shall not affect the amount or timing of the
Company's obligation to make Monthly Advances with respect to any Mortgage Loan
which Monthly Advances shall be made pursuant to the original amortization
schedule applicable to such Mortgage Loan.

     (b) The Company shall establish and maintain a Mortgage Loan Payment Record
in which the following payments on and collections in respect of each Mortgage
Loan shall as promptly as practicable be credited by the Company for the account
of the Holders of the Certificates:

          (i) All payments on account of principal, including Principal
     Prepayments (other than (A) payments of principal due and payable on the
     Mortgage Loans on or before, and all Principal Prepayments received before,
     the Cut-off Date, (B) in the case of a substitute Mortgage Loan, payments
     of principal due and payable on such Mortgage Loan on or before the
     Determination Date in the month of substitution, and all Principal
     Prepayments received before the first day of the month of substitution, and
     (C) in the case of a replaced Mortgage Loan, payments of principal due and
     payable on such Mortgage Loan after the Determination Date in the month of
     substitution, and all Principal Prepayments received in the month of
     substitution);

          (ii) All payments (other than (A) those due and payable on or before
     the Cut-off Date, (B) in the case of a substitute Mortgage Loan, those due
     and payable on such Mortgage Loan on or before the Determination Date in
     the month of substitution, and (C) in the case of a replaced Mortgage Loan,
     those due and payable on such Mortgage Loan after the Determination Date in
     the month of substitution) on account of interest at the applicable Net
     Mortgage Rate on the Mortgage Loan received from the related Mortgagor,
     including any Buydown Funds applied with respect to interest at the
     applicable Net Mortgage Rate on any Buydown Mortgage Loan;

          (iii) All Liquidation Proceeds received by the Company with respect to
     such Mortgage Loan and the Purchase Price for any Mortgage Loan purchased
     by the Company pursuant to Sections 2.02, 2.03 and 3.16 (including any
     amounts received in respect of a substitution of a Mortgage Loan);

          (iv) All Insurance Proceeds (including, for this purpose, any amounts
     required to be credited by the Company pursuant to the last sentence of
     Section 3.06) received by the Company for the benefit of the Trust Fund,
     other than proceeds to be applied to the restoration or repair of the
     property subject to the related Mortgage or released, or to be released, to
     the related Mortgagor in accordance with the normal servicing procedures of
     the Company;

          (v) All REO Proceeds;

          (vi) All Unanticipated Recoveries; and

          (vii) All amounts received by the Company with respect to any Pledged
     Asset Mortgage Loan pursuant to the liquidation of any Additional
     Collateral or pursuant to any recovery under the Surety Bond in accordance
     with Section 4.09.

     The foregoing requirements respecting credits to the Mortgage Loan Payment
Record are exclusive, it being understood that, without limiting the generality
of the foregoing, the Company need not enter in the Mortgage Loan Payment Record
collections, Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this Agreement,
amounts representing fees or late charge penalties payable by Mortgagors, or
amounts received by the Company for the account of Mortgagors for application
towards the payment of taxes, insurance premiums, assessments and similar items.

     (c) Subject to subsection (e) below, until the Business Day prior to each
Distribution Date on which amounts are required to be transferred to the
Certificate Account pursuant to subsection (d) of this Section 3.02, the Company
may retain and commingle such amounts with its own funds and shall be entitled
to retain for its own account any gain or investment income thereon, and any
such investment income shall not be subject to any claim of the Trustee or
Certificateholders. To the extent that the Company realizes any net loss on any
such investments, the Company shall deposit in the Certificate Account an amount
equal to such net loss at the time the Company is required to deposit amounts in
the Certificate Account pursuant to subsection (d) of this section 3.02. Any
such deposit shall not increase the Company's obligation under said subsection
(d).

     (d) The Trustee shall establish and maintain with the Trustee in its
corporate trust department a single separate trust account designated in the
name of the Trustee for the benefit of the Holders of the Certificates issued
hereunder (the "Certificate Account") into which the Company shall transfer, not
later than 11:00 a.m. New York time on the Business Day prior to each
Distribution Date, an amount in next day funds equal to the sum of Available
Funds for such Distribution Date and any Unanticipated Recoveries received in
the calendar month preceding the month of such Distribution Date. If the Trustee
does not receive such transfer by 2:00 p.m. on such Business Day, it shall give
the Company written notice thereof.

     (e) If the Company or a Responsible Officer of the Trustee obtains actual
notice of or knowledge of the occurrence of either (x) any Trigger Event or (y)
the downgrade by S&P of General Electric Capital Corporation's short-term senior
unsecured debt rating below A-1+ then, notwithstanding subsection (c) above, the
Company shall promptly establish, and thereafter maintain, one or more Eligible
Accounts in the name of the Trustee and bearing a designation indicating that
amounts therein are held for the benefit of the Trustee and the
Certificateholders, into which the Company and any Primary Servicer shall
deposit within two Business Days after receipt, all amounts otherwise required
to be credited to the Mortgage Loan Payment Record pursuant to Section 3.02(b);
provided, however, that such action shall not be required if the Company
delivers to the Trustee a letter from each Rating Agency to the effect that the
failure to take such action will not cause such Rating Agency to withdraw or
reduce its then current ratings of the Certificates. All amounts so deposited
shall be held in trust for the benefit of Certificateholders. Amounts so
deposited may be invested at the written instruction of the Company in Permitted
Investments in the name of the Trustee maturing no later than the Business Day
preceding the Distribution Date following the date of such investment; provided,
however, that any such Permitted Investment which is an obligation of State
Street Bank and Trust Company, in its individual capacity and not in its
capacity as Trustee, may mature on such Distribution Date; and, provided
further, that no such Permitted Investment shall be sold before the maturity
thereof if the sale thereof would result in the realization of gain prior to
maturity unless the Company has obtained an Opinion of Counsel that such sale or
disposition will not cause the Trust Fund to be subject to the tax on prohibited
transactions under section 860F of the Code, or otherwise subject the Trust Fund
to tax or cause the REMIC established hereunder to fail to qualify as a REMIC.
The Trustee shall maintain physical possession of all Permitted Investments,
other than Permitted Investments maintained in book-entry form. The Company, as
servicer, shall be entitled to retain for its own account any gain or other
income from Permitted Investments, and neither the Trustee nor
Certificateholders shall have any right or claim with respect to such income.
The Company shall deposit an amount equal to any loss realized on any Permitted
Investment as soon as any such loss is realized. If the provisions in this
subsection (e) become operable, references in this Agreement to the Mortgage
Loan Payment Record and credits and debits to such Record shall be deemed to
refer to Eligible Accounts and transfers to and withdrawals from such Eligible
Accounts. Any action which may be necessary to establish the terms of an account
pursuant to this Section 3.02(e) may be taken by an amendment or supplement to
this Agreement or pursuant to a written order of the Company, which amendment,
supplement or order shall not require the consent of Certificateholders,
provided that the Company has delivered to the Trustee a letter from each Rating
Agency to the effect that such amendment, supplement or order will not cause
such Rating Agency to withdraw or reduce its then current ratings of the
Certificates.

     Section 3.03. Collection of Taxes, Assessments and Other Items. Other than
with respect to any Cooperative Loan, the Company shall establish and maintain
with one or more depository institutions one or more accounts into which it
shall deposit all collections of taxes, assessments, private mortgage or hazard
insurance premiums or comparable items for the account of the Mortgagors. As
servicer, the Company shall effect the timely payment of all such items for the
account of Mortgagors. Withdrawals from such account or accounts may be made
only to effect payment of taxes, assessments, private mortgage or standard
hazard insurance premiums or comparable items, to reimburse the Company out of
related collections for any payments made regarding taxes and assessments or for
any payments made pursuant to Section 3.05 regarding premiums on Primary
Insurance Policies and Section 3.06 regarding premiums on standard hazard
insurance policies, to refund to any Mortgagors any sums determined to be
overages, or to pay interest owed to Mortgagors to the extent required by law.

     Section 3.04. Permitted Debits to the Mortgage Loan Payment Record. The
Company (or any successor servicer pursuant to Section 7.02) may, from time to
time, make debits to the Mortgage Loan Payment Record for the following
purposes: (i) To reimburse the Company or the applicable Primary Servicer for
Liquidation Expenses theretofore incurred in respect of any Mortgage Loan in an
amount not to exceed the amount of the related Liquidation Proceeds credited to
the Mortgage Loan Payment Record pursuant to Section 3.02(b)(iii); provided that
the Company or the applicable Primary Servicer shall not be entitled to
reimbursement for Liquidation Expenses incurred after the initiation of
foreclosure proceedings in respect of any Defaulted Mortgage Loan that is
repurchased pursuant to Section 3.16;

          (ii) To reimburse the Company or the applicable Primary Servicer for
     Insured Expenses and amounts expended by it pursuant to Section 3.08 in
     good faith in connection with the restoration of property damaged by an
     Uninsured Cause, in an amount not to exceed the amount of the related
     Insurance Proceeds and Liquidation Proceeds (net of any debits pursuant to
     clause (i) above) and amounts representing proceeds of other insurance
     policies covering the property subject to the related Mortgage credited to
     the Mortgage Loan Payment Record pursuant to Section 3.02(b) (iii) and
     (iv);

          (iii) To reimburse the Company to the extent permitted by Sections
     3.01(a) and 6.04;

          (iv) To pay to the Company amounts received in respect of any
     Defective Mortgage Loan or Defaulted Mortgage Loan purchased by the Company
     to the extent that the distribution of any such amounts on the Distribution
     Date upon which the proceeds of such purchase are distributed would make
     the total amount distributed in respect of any such Mortgage Loan on such
     Distribution Date greater than the Purchase Price therefor, net of any
     unreimbursed Monthly Advances made by the Company;

          (v) To reimburse the Company (or the Trustee, as applicable) for
     Monthly Advances theretofore made in respect of any Mortgage Loan to the
     extent of late payments, REO Proceeds, Insurance Proceeds and Liquidation
     Proceeds in respect of such Mortgage Loan;

          (vi) To reimburse the Company from any Mortgagor payment of interest
     or other recovery with respect to a particular Mortgage Loan, to the extent
     not previously retained by the Company, for unpaid Servicing Fees with
     respect to such Mortgage Loan, subject to Section 3.08(d);

          (vii) To reimburse the Company (or the Trustee, as applicable) for any
     Nonrecoverable Advance (which right of reimbursement of the Trustee
     pursuant to this clause shall be prior to such right of the Company);

          (viii) To make transfers of funds to the Certificate Account pursuant
     to Section 3.02(d);

          (ix) To pay to the Company amounts received in respect of any Mortgage
     Loan purchased by the Company pursuant to Section 9.01 to the extent that
     the distribution of any such amounts on the final Distribution Date upon
     which the proceeds of such purchase are distributed would make the total
     amount distributed in respect of any such Mortgage Loan on such
     Distribution Date greater than the purchase price therefor specified in
     clause (x) of the first sentence of Section 9.01; and

          (x) To deduct any amount credited to the Mortgage Loan Payment Record
     in error.

     The Company shall keep and maintain separate accounting records, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for debits
to the Mortgage Loan Payment Record pursuant to clauses (i), (ii), (iv), (v) and
(vi) of this Section 3.04; provided, however, that it is understood and agreed
that the records of such accounting need not be retained by the Company for a
period longer than the five most recent fiscal years.

     Section 3.05. Maintenance of the Primary Insurance Policies. (a) The
Company shall not take any action which would result in non-coverage under any
applicable Primary Insurance Policy of any loss which, but for the actions of
the Company, would have been covered thereunder. To the extent coverage is
available, the Company shall keep or cause to be kept in full force and effect
each such Primary Insurance Policy until the principal balance of the related
Mortgage Note is 80% or less of the greater of (i) the related Original Value
and (ii) the then current value of the property underlying the related Mortgage
Note as evidenced by an appraisal thereof satisfactory to the Company; provided
that no such Primary Insurance Policy need be kept in effect if doing so would
violate applicable law. The Company shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Mortgage Loan that is in effect at the
Closing Date and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having ratings equal to or
better than the ratings then assigned to the Certificates by such Rating Agency.
The Company agrees to effect the timely payment of the premium on each Primary
Insurance Policy, and such costs not otherwise recoverable shall be recoverable
by the Company from related Insurance Proceeds and Liquidation Proceeds pursuant
to Section 3.04.

     (b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Company agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under each Primary Insurance
Policy and, in this regard, to take such reasonable action as shall be necessary
to permit recovery under any Primary Insurance Policy respecting a related
defaulted Mortgage Loan. To the extent provided in Section 3.02(b), any amounts
collected by the Company under any Primary Insurance Policy in respect of the
Mortgage Loans (including, without limitation, a Mortgage Loan purchased by a
related insurer) shall be credited to the Mortgage Loan Payment Record.

     Section 3.06. Maintenance of Hazard Insurance. The Company shall cause to
be maintained for each Mortgage Loan, other than a Cooperative Loan, hazard
insurance with a standard mortgagee clause and with extended coverage in an
amount which is at least equal to the maximum insurable value of the
improvements securing such Mortgage Loan from time to time or the principal
balance owing on such Mortgage Loan from time to time, whichever is less. The
Company shall also maintain on property (other than Cooperative Apartments)
acquired upon foreclosure, or by deed in lieu of foreclosure, hazard insurance
with extended coverage in an amount which is at least equal to the lesser of (i)
the maximum insurable value from time to time of the improvements which are a
part of such property or (ii) the unpaid principal balance of such Mortgage Loan
at the time of such foreclosure or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Company of related Liquidation
Expenses to be incurred in connection therewith. To the extent provided in
Section 3.02(b)(iv), amounts collected by the Company under any such policies in
respect of the Mortgage Loans shall be credited to the Mortgage Loan Payment
Record. Such costs shall be recoverable by the Company pursuant to Sections 3.03
and 3.04. In cases in which property securing any Mortgage Loan other than a
Cooperative Loan is located in a federally designated flood area, the hazard
insurance to be maintained for such Mortgage Loan shall include flood insurance.
All such flood insurance shall be in such amounts as are required under
applicable guidelines of FNMA. The Company shall be under no obligation to
require that any Mortgagor maintain earthquake or other additional insurance and
shall be under no obligation itself to maintain any such additional insurance on
property acquired in respect of a Mortgage Loan, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Company shall obtain and maintain a
blanket policy insuring against hazard losses on all of the Mortgage Loans
(whether or not including Cooperative Loans), it shall conclusively be deemed to
have satisfied its obligations as set forth in the first sentence of this
Section 3.06, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.06, and there shall have
been a loss which would have been covered by such policy, credit to the Mortgage
Loan Payment Record the amount not otherwise payable under the blanket policy
because of such deductible clause.

     Section 3.07. Assumption and Modification Agreements. (a) In any case in
which property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Company shall exercise its right to accelerate the maturity of
such Mortgage Loan under any "due-on-sale" clause applicable thereto, unless in
the reasonable discretion of the Company, such exercise would adversely affect
or jeopardize coverage under the related Primary Insurance Policy, if any;
provided, however, that if the Company is prevented, as provided in Section
3.07(b), from enforcing any such clause, the Company is authorized to make or
enter into an assumption and modification agreement from or with the Person to
whom such property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and the Mortgagor remains liable
thereon. In connection with any such assumption and modification agreement, the
Company shall apply its then current underwriting standards to such Person. The
Company shall not make or enter into any such assumption and modification
agreement, however, unless (to the extent practicable in the circumstances) it
shall have received confirmation of the continued effectiveness of any
applicable Primary Insurance Policy and hazard insurance policy. The Company
shall notify the Trustee that any assumption and modification agreement has been
completed by forwarding to the Trustee the original copy thereof, which copy
shall be added by the Trustee to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. In connection with
any such agreement, the Mortgage Rate, mortgage term and any other material term
of such Mortgage Loan shall not be changed. Any fee collected by the Company for
entering into any such agreement will be retained by the Company as additional
servicing compensation.

     (b) Notwithstanding Section 3.07(a) or any other provision of this
Agreement, the Company shall not be deemed to be in default, breach or any other
violation of its obligations hereunder by reason of any assumption of a Mortgage
Loan, or transfer of the property subject to a Mortgage without the assumption
thereof, by operation of law or any assumption or transfer which the Company
reasonably believes it may be restricted by law from preventing, for any reason
whatsoever.

     Section 3.08. Realization Upon Defaulted Mortgage Loans. (a) The Company
shall foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.02. In connection with such foreclosure or other
conversion the Company shall, consistent with Section 3.05, follow such
practices and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities. The foregoing is
subject to the proviso that the Company shall not be required to expend its own
funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to Certificateholders
after reimbursement to itself for such expenses and (ii) that such expenses will
be recoverable to it either through Liquidation Proceeds or Insurance Proceeds.
Notwithstanding the foregoing, the Company shall not be entitled to recover
legal expenses incurred in connection with foreclosure proceedings where the
Mortgage Loan is reinstated and such foreclosure proceedings are terminated
prior to completion, other than sums received from the Mortgagor for such
expenses.

     Notwithstanding anything to the contrary contained herein, the Company
shall be under no obligation to foreclose upon or otherwise convert the
ownership of any Mortgaged Property which it believes may be contaminated with
or affected by hazardous or toxic wastes, materials or substances. The Company
may, but shall not be obligated to, make such determination on the basis of a
Phase I environmental assessment with respect to the related Mortgaged Property.
Neither the Trustee nor the Company shall be liable to the Trust Fund or the
Certificateholders if, based on the Company's belief that such contamination or
effect exists, the Company does not foreclose upon or otherwise convert the
ownership of a Mortgaged Property. In addition, neither the Trustee nor the
Company shall be liable to the Trust Fund or the Certificateholders if, based on
the Company's belief that no such contamination or effect exists, the Company
forecloses upon a Mortgaged Property and the Trustee or its nominee on behalf of
the Trust Fund takes title to such Mortgaged Property, and thereafter such
Mortgaged Property is determined to be so contaminated or affected.

     (b) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee on behalf of the Trust Fund.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
considered to be an Outstanding Mortgage Loan until such time as the Mortgaged
Property shall be sold and such Mortgage Loan becomes a Liquidated Mortgage
Loan. Consistent with the foregoing, for purposes of all calculations hereunder
so long as such Mortgage Loan shall be considered to be an Outstanding Mortgage
Loan, it shall be assumed that the related Mortgage Note and its amortization
schedule in effect on and after such acquisition of title (after giving effect
to any previous Principal Prepayments and Deficient Valuations incurred
subsequent to the related Bankruptcy Coverage Termination Date and before any
adjustment thereto by reason of any bankruptcy (other than as aforesaid) or any
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect (notwithstanding that the indebtedness evidenced by such Mortgage Note
shall have been discharged), subject to adjustment to reflect the application of
REO Proceeds received in any month. REO Proceeds received in any month shall be
applied to the payment of the installments of principal due and interest accrued
on the related REO Mortgage Loan in accordance with the terms of such Mortgage
Note. REO Proceeds received in any month in excess of the Amortization Payment
for such month due on an REO Mortgage Loan shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan.

     (c) In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to the
close of the third calendar year after the year of its acquisition by the Trust
Fund unless (a) the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such period (and specifying the period beyond such period for
which the Mortgaged Property may be held) will not result in the imposition of
taxes on "prohibited transactions" of the Trust Fund as defined in section 860F
of the Code, or cause the REMIC established hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel), or (b) the Trustee (at the Company's
expense) or the Company shall have applied for, not later than 61 days prior to
the expiration of such period, an extension of such period in the manner
contemplated by section 856(e)(3) of the Code, in which case such period shall
be extended by the time period permitted by section 856(e)(3) of the Code.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
or sold in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify at any time as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust
Fund to the imposition of any federal or state income taxes on "net income from
foreclosure property" with respect to such Mortgaged Property within the meaning
of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged
Property to result in the receipt by the Trust Fund of any income from
non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless
the Company has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.

     (d) Any collection of Insurance Proceeds or Liquidation Proceeds will be
applied in the following order of priority: first, to reimburse the Company for
any related unreimbursed Liquidation Expenses and to reimburse the Company or
the Trustee, as applicable, for any related unreimbursed Monthly Advances;
second, to accrued and unpaid interest on the Mortgage Loan at the Mortgage Rate
from the date to which interest was last paid or advanced to the Due Date prior
to the Distribution Date on which such amounts are to be distributed; and third,
as a recovery of principal of the Mortgage Loan. If the amount so allocated to
interest is less than the full amount of accrued and unpaid interest due on such
Mortgage Loan, the amount of such recovery will be allocated between the
Servicing Fee and interest at the Net Mortgage Rate in proportion to the amount
of such accrued interest which would have been allocated to each such category
in the absence of any shortfall.

     (e) Notwithstanding anything to the contrary contained herein, the Company
shall have the right to enter into an agreement substantially in the form of
Exhibit K hereto with any Person that is the Holder of 100% of the Class B5
Certificates (provided that such form may be revised to delete the option on the
part of such Person to purchase a defaulted Mortgage Loan as set forth in
Section 2.02(f) thereof). Prior to entering into any such agreement with any
Person, the Company shall obtain a certification from such Person to the effect
that (i) such Person is not an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of the Trustee and (ii) such Person will not purchase any
Certificates if such purchase would cause such Person to hold more than a ten
percent interest in the Mortgage Pool. It is understood that the right of the
Company to be reimbursed for Monthly Advances and Nonrecoverable Advances under
this Agreement shall not be affected in any way by the provisions of any such
agreement. The Trustee hereby agrees to perform such obligations as may be
expressly required of it pursuant to the provisions of such agreement and to
promptly notify each party to such agreement if a Responsible Officer of the
Trustee (with direct responsibility for administration of this Agreement)
becomes aware of any discussions, plans or events that might lead to the
Trustee's becoming an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of any Person with which the Company has entered into
such agreement, provided that the contents of any such notification shall be
kept confidential by the parties to such agreement. The Company agrees to
promptly notify the Trustee upon entering into any such agreement. In addition,
the Company shall provide the Trustee with such information as may be necessary
for the Trustee to perform its obligations thereunder, including written
instructions, clearly identifying the source, amount and application of funds to
be deposited or withdrawn from the Collateral Fund (as defined in such
agreement). The Trustee shall provide the Company with such information
concerning credits and debits to the Collateral Fund on account of income, gains
and losses realized from Collateral Fund Permitted Investments (as defined in
such agreement), and costs associated with the purchase and sale thereof, as the
Company may request in order to prepare the instructions described in the
preceding sentence.

     In addition, subject to the provisions of the preceding paragraph, the
Company shall have the right to enter into an agreement substantially in the
form of Exhibit K hereto with the Person that is the Holder of 100% of the Class
B4 Certificates, provided that (i) such Person is also the Holder of 100% of the
Class B5 Certificates, (ii) such Person shall have no rights under such
agreement until the date on which the Class Certificate Principal Balance of the
Class B5 Certificates has been reduced to zero, and (iii) any rights of such
Person under such agreement shall terminate in the event that such Person
transfers, directly or indirectly, the Class B4 Certificates to any other
Person.

     Section 3.09. Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, the Company will immediately notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received in connection with such payment which are
required to be credited to the Mortgage Loan Payment Record pursuant to Section
3.02 have been so credited) of a Servicing Officer and shall request delivery to
it of the Mortgage File. If a Buydown Mortgage Loan is the subject of a
Principal Prepayment in full during the related Buydown Period, the related
Buydown Funds will be applied or returned to the Person entitled thereto in
accordance with the terms of such Buydown Mortgage Loan. Upon receipt of such
certification and request in form satisfactory to the Trustee, the Trustee shall
promptly, but in any event within five Business Days, release the related
Mortgage File to the Company; provided, that the Trustee shall not be
responsible for any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
governmental regulations imposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters. Upon
any such payment in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of satisfaction regarding
such Mortgage, which instrument of satisfaction shall be recorded by the Company
if required by applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in connection with such
instrument of satisfaction shall be reimbursed from amounts at the time credited
to the Mortgage Loan Payment Record. From time to time and as appropriate for
the servicing or foreclosure of any Mortgage Loan (including, without
limitation, collection under any Primary Insurance Policy), the Trustee shall,
upon request of the Company and delivery to the Trustee of a receipt signed by a
Servicing Officer, release the related Mortgage File to the Company and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such receipt shall obligate the Company to return the Mortgage File
to the Trustee when the need therefor by the Company no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the receipt shall
be released by the Trustee to the Company.

     Section 3.10. Servicing Compensation; Payment of Certain Expenses by the
Company. (a) As compensation for its activities and obligations hereunder, the
Company shall be entitled to withhold and pay to itself out of each payment
received by it on account of interest on each Mortgage Loan (including the
portion of any Buydown Funds applied to the related Buydown Mortgage Loan for
the applicable period) an amount equal to the Servicing Fee. The aggregate of
the Servicing Fees payable to the Company on any Distribution Date shall be
reduced by the amount of any Compensating Interest Payment for such Distribution
Date. Additional servicing compensation in the form of Prepayment Interest
Excess, assumption fees, modification fees, late payment charges, interest
income or gain with respect to amounts deposited in the Certificate Account and
invested by the Company or otherwise shall be retained by the Company, subject
to Section 3.10(b), if applicable. The Company shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of Trustee fees and all other fees and expenses not expressly stated
hereunder to be for the account of the Certificateholders) and shall not be
entitled to reimbursement therefor except as provided in Sections 3.01, 3.03,
3.04 and 3.08.

     (b) The Company may, as a condition to granting any request by a Mortgagor
for any consent, modification, waiver or amendment or any other matter or thing,
the granting of which is in the Company's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan and is
permitted by other sections of this Agreement, require (to the extent permitted
by applicable law) that such Mortgagor pay to it a reasonable or customary fee
in accordance with the schedule set forth as Exhibit H (which may be amended
from time to time by provision of a revised schedule of such fees to the
Trustee, whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it. Such fees
shall be additional servicing compensation to the Company.

     Section 3.11. Reports to the Trustee. Not later than 15 days after each
Distribution Date, the Company shall forward to the Trustee a statement,
certified by a Servicing Officer, setting forth the status of the Mortgage Loan
Payment Record as of the close of business on such Distribution Date and
showing, for the period covered by such statement, the aggregate of credits to
the Mortgage Loan Payment Record for each category of credit specified in
Section 3.02 and each category of debit specified in Section 3.04.

     Section 3.12. Annual Statement as to Compliance. The Company will deliver
to the Trustee, on or before March 31 of each year, beginning with March 31,
2000, an Officer's Certificate stating that (a) a review of the activities of
the Company during the preceding calendar year and of its performance under this
Agreement has been made under such Officer's supervision and (b) to the best of
such Officer's knowledge, based on such review, the Company has fulfilled all
its material obligations under this Agreement throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such Officer and the nature and status thereof.

     Section 3.13. Annual Independent Public Accountants' Servicing Report. On
or before March 31 of each year, beginning with March 31, 2000, the Company
shall:

     (a) furnish to a firm of independent public accountants (which may also
render other services to the Company) a statement substantially to the effect
that the Company has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers (the "Minimum Servicing Standards") with respect to the
mortgage loans in the Company's servicing portfolio (which may exclude home
equity loans) or, if there has been material noncompliance with such servicing
standards, containing a description of such noncompliance; and

     (b) at its expense cause such firm of independent public accountants to
furnish a report to the Trustee stating its opinion as to the Company's
assertion contained in the statement delivered pursuant to Section 3.13(a),
which opinion shall be based on an examination conducted by such firm in
accordance with the standards established by the American Institute of Certified
Public Accountants, including examining, on a test basis, evidence about the
Company's compliance with the Minimum Servicing Standards. Such opinion shall be
to the effect that the Company has complied in all material respects with the
Minimum Servicing Standards with respect to the mortgage loan portfolio
described in the Company's statement delivered pursuant to Section 3.13(a)
hereof or if there has been material noncompliance with the Minimum Servicing
Standards, shall contain a description of such noncompliance in accordance with
applicable accounting standards. In rendering such report, such firm may rely,
as to matters relating to direct servicing of Mortgage Loans by any primary
servicer, upon comparable reports of independent public accountants with respect
to such primary servicer.

     Section 3.14. Access to Certain Documentation and Information Regarding the
Mortgage Loans. To the extent permitted by applicable law, the Company shall
provide to the Trustee, Certificateholders which are regulated insurance
entities and the applicable insurance regulatory agencies thereof,
Certificateholders which are federally insured savings and loan associations,
the Office of Thrift Supervision, the FDIC and the supervisory agents and
examiners thereof access to the documentation regarding the Mortgage Loans
required by applicable regulations of the Office of Thrift Supervision or of
such insurance regulatory agencies, as the case may be, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Company. Nothing in this Section 3.14 shall
derogate from the obligation of the Company to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Company to provide access as provided in this Section 3.14 as a result of
such obligation shall not constitute a breach of this Section 3.14.

     Section 3.15. Maintenance of Certain Servicing Policies. The Company shall
during the term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees or agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of FNMA for persons
performing servicing for mortgage loans purchased by such association.

     Section 3.16. Optional Purchase of Defaulted Mortgage Loans. The Company
shall have the right, but not the obligation, to purchase any Defaulted Mortgage
Loan for a price equal to the Purchase Price therefor. Any such purchase shall
be accomplished as provided in Section 4.04(a) hereof.

                                   ARTICLE IV

                             PAYMENTS AND STATEMENTS

     Section 4.01. Distributions. (a) On each Distribution Date, the Trustee
shall withdraw the Available Funds from the Certificate Account and shall make
distributions to Holders of the Certificates as of the preceding Record Date in
the following order of priority, to the extent of the remaining Available Funds:

          (i) to each Class of Senior Certificates (other than any Class of
     Principal Only Certificates) and the Class S Certificates, the Accrued
     Certificate Interest thereon for such Distribution Date; provided, however,
     that any shortfall in available amounts shall be allocated among such
     Classes in proportion to the amount of Accrued Certificate Interest that
     would otherwise be distributable thereto;

          (ii) to each Class of Senior Certificates (other than any Class of
     Principal Only Certificates) and the Class S Certificates, any related
     Unpaid Class Interest Shortfall for such Distribution Date; provided,
     however, that any shortfall in available amounts shall be allocated among
     such Classes in proportion to the Unpaid Class Interest Shortfall for each
     such Class on such Distribution Date;

          (iii) to the Classes of Senior Certificates in reduction of the Class
     Certificate Principal Balances thereof, as set forth in Exhibit O hereto,
     without regard to the use of the word "approximately" therein; provided,
     however, that defined terms used in Exhibit O shall have the meanings
     assigned thereto in Article I hereof;

          (iv) to the Class PO Certificates, any Class PO Deferred Amount for
     such Distribution Date, up to an amount not to exceed the Junior Optimal
     Principal Amount for such Distribution Date, until the Class Certificate
     Principal Balance of such Class has been reduced to zero; provided, that
     any such amounts distributed to the Class PO Certificates pursuant to this
     clause (iv) shall not reduce the Class Certificate Principal Balance
     thereof;

          (v) to the Class M Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (vi) to the Class M Certificates, any Unpaid Class Interest Shortfall
     therefor on such Distribution Date;

          (vii) to the Class M Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (viii) to the Class B1 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall
     therefor on such Distribution Date;

          (x) to the Class B1 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (xi) to the Class B2 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (xii) to the Class B2 Certificates, any Unpaid Class Interest
     Shortfall therefor on such Distribution Date;

          (xiii) to the Class B2 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (xiv) to the Class B3 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall
     therefor on such Distribution Date;

          (xvi) to the Class B3 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (xvii) to the Class B4 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (xviii) to the Class B4 Certificates, any Unpaid Class Interest
     Shortfall therefor on such Distribution Date;

          (xix) to the Class B4 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date;

          (xx) to the Class B5 Certificates, the Accrued Certificate Interest
     thereon for such Distribution Date;

          (xxi) to the Class B5 Certificates, any Unpaid Class Interest
     Shortfall therefor on such Distribution Date; and

          (xxii) to the Class B5 Certificates, in reduction of the Class
     Certificate Principal Balance thereof, such Class's Allocable Share of the
     Junior Optimal Principal Amount on such Distribution Date.

Notwithstanding the foregoing, amounts otherwise distributable pursuant to
clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date
shall be reduced, in inverse order of priority, by any amount distributed
pursuant to clause (iv) on such date, such that such amount distributed pursuant
to clause (iv) on such date shall be applied first to reduce the amount
distributable pursuant to clause (xxii), and then, to the extent of any excess,
applied second, to reduce the amount distributable pursuant to clause (xix),
third, to reduce the amount distributable pursuant to clause (xvi), fourth, to
reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the
amount distributable pursuant to clause (x) and sixth, to reduce the amount
distributable pursuant to clause (vii).

     (b) On each Distribution Date, the Trustee shall distribute to the holder
of the Class R Certificate any remaining Available Funds for such Distribution
Date after application of all amounts described in clause (a) of this Section
4.01, together with any Unanticipated Recoveries received by the Company in the
calendar month preceding the month of such Distribution Date and not distributed
on such Distribution Date to the holders of outstanding Certificates of any
other Class pursuant to Section 4.01(f), plus any amounts distributable to the
holder of the Class R Certificate pursuant to Sections 4.01(e). Any
distributions pursuant to this clause (b) shall not reduce the Class Certificate
Principal Balance of the Class R Certificate.

     (c) If on any Distribution Date the Class Certificate Principal Balances of
the Junior Certificates have each been reduced to zero, the amount distributable
to the Senior Certificates other than the Class PO Certificates pursuant to
Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution
Date shall be allocated among such Classes of Senior Certificates, pro rata, on
the basis of their respective Class Certificate Principal Balances immediately
prior to such Distribution Date, regardless of the priorities and amounts set
forth in Section 4.01(a)(iii).

     (d) If on any Distribution Date (i) the Class Certificate Principal Balance
of the Class M Certificates or any Class of Class B Certificates for which the
related Prepayment Distribution Trigger was satisfied on such Distribution Date
is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv)
and (v) of the Junior Optimal Principal Amount remain undistributed on such
Distribution Date after all amounts otherwise distributable on such date
pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been
distributed, such amounts shall be distributed on such Distribution Date to the
remaining Classes of Junior Certificates in order of priority, such that no such
distribution shall be made to any Class of Junior Certificates while a prior
such Class is outstanding.

     (e) (i) On each Distribution Date prior to the Cross-Over Date,
distributions in reduction of the Class Certificate Principal Balances of any
Designated Retail Certificates will be made in accordance with the provisions of
Section 4.10.

     With respect to any Class of Designated Retail Certificates, upon the
earlier of the Cross-Over Date and the next Distribution Date after the
Distribution Date on which the Class Certificate Principal Balance of such Class
of Designated Retail Certificates has been reduced to zero, (x) to the extent
the balance of funds remaining in the related Rounding Account is less than
$999.99, the balance in such Rounding Account shall be restored to $999.99 (or,
if less, the sum of such remaining balance and the amount so distributable) from
Available Funds otherwise available for distribution on all outstanding Classes
of Certificates and (y) such Rounding Account shall be cleared and terminated,
and the amounts therein shall be distributed to the Class R Certificates on such
date (which distribution shall not reduce the Class Certificate Principal
Balance thereof).

          (ii) As provided in Section 4.10(f), notwithstanding any provisions
     herein to the contrary, on the Cross-Over Date and on each subsequent
     Distribution Date, distributions in reduction of the Class Certificate
     Principal Balances of any Class of Designated Retail Certificates shall be
     made on a pro rata basis among the outstanding Certificates of the
     respective Class, based on the Percentage Interest in each such Class
     represented by each Certificate. The Trustee shall notify the Depository
     prior to the first Distribution Date on which distributions in respect of
     principal on any Class of Designated Retail Certificates are to be made on
     a pro rata basis in accordance with the preceding sentence. On the
     Cross-Over Date and on each subsequent Distribution Date, the Trustee shall
     not, and the Depository is not authorized to, make distributions or
     payments in respect of any Class of Designated Retail Certificates in
     accordance with any Principal Distribution Request or by Random Lot.

     (f) In the event that in any calendar month the Company recovers an amount
(an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which
had previously been allocated as a Realized Loss to any Class of Certificates
pursuant to Section 4.03, on the Distribution Date in the next succeeding
calendar month the Trustee shall withdraw from the Certificate Account and
distribute to the holders of each outstanding Class to which such Realized Loss
had previously been allocated its share (determined as described in the
succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed
the amount of such Realized Loss previously allocated to such Class. When the
Class Certificate Principal Balance of a Class of Certificates has been reduced
to zero, the holders of such Class shall not be entitled to any share of an
Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among
all outstanding Classes of Certificates entitled thereto in accordance with the
preceding sentence, subject to the remainder of this subsection (f). In the
event that (i) any Unanticipated Recovery remains undistributed in accordance
with the preceding sentence or (ii) the amount of an Unanticipated Recovery
exceeds the amount of the Realized Loss previously allocated to any outstanding
Classes with respect to the related Mortgage Loan, on the applicable
Distribution Date the Trustee shall distribute to the holders of all outstanding
Classes of the related Certificates to which Realized Losses had previously been
allocated and not reimbursed their pro rata share (determined as described
below) of such excess in an amount not to exceed the aggregate amount of any
Realized Loss previously allocated to such Class with respect to any other
Mortgage Loan that has not been recovered in accordance with this subsection
(f). Any distributions made pursuant to this subsection (f) shall not reduce the
Class Certificate Principal Balance of the related Certificate.

     For purposes of the preceding paragraph, the share of an Unanticipated
Recovery allocable to any Class of Certificates with respect to a Mortgage Loan
shall be (i) with respect to the Class PO Certificates, based on the applicable
PO Percentage of the principal portion of the Realized Loss previously allocated
thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes
of the next to last sentence of the preceding paragraph), and (ii) with respect
to any other Class of Certificates, based on its pro rata share (in proportion
to the Class Certificate Principal Balances thereof with respect to such
Distribution Date) of the applicable Non-PO Percentage of the principal portion
of any such Realized Loss previously allocated with respect to such Mortgage
Loan (or Loans); provided, however, that (i) the share of an Unanticipated
Recovery allocable to a Class PO Certificate with respect to any Mortgage Loan
(or Loans) shall be reduced by the aggregate amount previously distributed to
such Class on account of the applicable Class PO Deferred Amount in respect of
such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to
the Class PO Certificates have been so reduced shall be distributed to the
Classes of Certificates described in clause (ii) of the preceding paragraph in
the same proportion as described in such clause (ii). For purposes of the
preceding sentence, any Class PO Deferred Amount distributed to a Class PO
Certificate on previous Distribution Dates shall be deemed to have been
allocated in respect of the Mortgage Loans as to which the applicable PO
Percentage of the principal portion of Realized Losses has previously been
allocated to such Class on a pro rata basis (based on the amount of Realized
Losses so allocated).

     Section 4.02. Method of Distribution. (a) Except as set forth in Section
4.10 in respect of any Designated Retail Certificates, all distributions with
respect to each Class of Certificates on each Distribution Date shall be made
pro rata among the outstanding Certificates of such Class, based on the
Percentage Interest in such Class represented by each Certificate. Payments to
the Certificateholders on each Distribution Date will be made by the Trustee to
the Certificateholders of record on the related Record Date (other than as
provided in Section 9.01 respecting the final distribution) by check or money
order mailed to a Certificateholder at the address appearing in the Certificate
Register, or upon written request by such Certificateholder to the Trustee made
not later than the applicable Record Date, by wire transfer to a U.S. depository
institution acceptable to the Trustee, or by such other means of payment as such
Certificateholder and the Trustee shall agree.

     (b) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each Financial
Intermediary for which it acts as agent. Each Financial Intermediary shall be
responsible for disbursing funds to the Certificate Owners that it represents.
The Depository shall be responsible for the allocation of the aggregate amount
of distributions in reduction of the Class Certificate Principal Balances of any
Class of Designated Retail Certificates among the Depository Participants in
accordance with Section 4.10, and each Depository Participant (and each
respective Financial Intermediary for which such Depository Participant acts as
agent) shall be responsible for the allocation of the amount allocated thereto
among the related Certificate Owners. All such credits and disbursements with
respect to a Book-Entry Certificate are to be made by the Depository and the
Depository Participants in accordance with the provisions of the applicable
Certificates. Neither the Trustee nor the Company shall have any responsibility
therefor except as otherwise provided by applicable law.

     (c) The Trustee shall withhold or cause to be withheld such amounts as it
reasonably determines are required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders or Certificate Owners and any reductions to withholding by
virtue of any bilateral tax treaties and any applicable certification required
to be furnished by Certificateholders or Certificate Owners with respect
thereto) from distributions to be made to Non-U.S. Persons. If the Trustee
reasonably determines that a more accurate determination of the amount required
to be withheld for a distribution can be made within a reasonable period after
the scheduled date for such distribution, it may hold such distribution in trust
for a holder of a Residual Certificate until such determination can be made. For
the purposes of this paragraph, a "Non-U.S. Person" is (i) an individual other
than a citizen or resident of the United States, (ii) a partnership, corporation
or entity treated as a partnership or corporation for U.S. federal income tax
purposes not formed under the laws of the United States, any state thereof or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations provide otherwise), (iii) any estate, the income of which is not
subject to U.S. federal income taxation, regardless of source, and (iv) any
trust, other than a trust that a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have the authority to control all substantial decisions of the
trust.

     Section 4.03. Allocation of Losses. (a) On or prior to each Determination
Date, the Company shall determine the amount of any Realized Loss in respect of
each Mortgage Loan that occurred during the immediately preceding calendar
month.

     (b) With respect to any Distribution Date, the principal portion of each
Realized Loss (other than any Excess Loss) shall be allocated as follows:

          (i) the applicable PO Percentage of the principal portion of any such
     Realized Loss shall be allocated to the Class PO Certificates until the
     Class Certificate Principal Balance thereof has been reduced to zero; and

          (ii) the applicable Non-PO Percentage of the principal portion of any
     such Realized Loss shall be allocated in the following order of priority:

               first, to the Class B5 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               second, to the Class B4 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               third, to the Class B3 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               fourth, to the Class B2 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               fifth, to the Class B1 Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero;

               sixth, to the Class M Certificates until the Class Certificate
          Principal Balance thereof has been reduced to zero; and

               seventh, to the Classes of Senior Certificates other than the
          Class PO Certificates, pro rata, in accordance with their Class
          Certificate Principal Balances; provided, that any such loss allocated
          to any Class of Accrual Certificates (and any Accrual Component) shall
          be allocated (subject to Section 4.03(d)) on the basis of the lesser
          of (x) the Class Certificate Principal Balance (or Component Principal
          Balance) thereof immediately prior to the applicable Distribution Date
          and (y) the Class Certificate Principal Balance (or Component
          Principal Balance) thereof on the Closing Date (as reduced by any
          Realized Losses previously allocated thereto).

     (c) With respect to any Distribution Date, the principal portion of any
Excess Loss (other than Excess Bankruptcy Losses attributable to Debt Service
Reductions) shall be allocated as follows: (1) the PO Percentage of any such
loss shall be allocated to the Class PO Certificates, and (2) the Non-PO
Percentage of any such loss shall be allocated to each Class of Certificates
other than the Class PO Certificates, pro rata, based on the respective Class
Certificate Principal Balances thereof; provided, that any such loss allocated
to any Class of Accrual Certificates (and any Accrual Component) shall be
allocated (subject to Section 4.03(d)) on the basis of the lesser of (x) the
Class Certificate Principal Balance (or Component Principal Balance) thereof
immediately prior to the applicable Distribution Date and (y) the Class
Certificate Principal Balance (or Component Principal Balance) thereof on the
Closing Date (as reduced by any Realized Losses previously allocated thereto).

     (d) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 4.03(b) or (c) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Balances. In addition,
any Realized Losses allocated to any Class of Component Certificates on a
Distribution Date shall be allocated in reduction of the Component Principal
Balances of the related Components (other than any Notional Component) in
proportion to their respective Component Principal Balances immediately prior to
such Distribution Date. Any allocation of Realized Losses pursuant to this
paragraph (d) shall be accomplished by reducing the Certificate Principal
Balance (or, in the case of any Component, the Component Principal Balance) of
the related Certificates (or Components) on the related Distribution Date in
accordance with Section 4.03(e).

     (e) Realized Losses allocated in accordance with this Section 4.03 shall be
allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Class PO Certificates
on such Distribution Date will be taken into account in determining
distributions in respect of any Class PO Deferred Amount for such date.

     (f) On each Distribution Date, the Company shall determine the Subordinate
Certificate Writedown Amount, if any. Any such Subordinate Certificate Writedown
Amount shall effect a corresponding reduction in the Certificate Principal
Balance of the Subordinate Certificates, which reduction shall occur on such
Distribution Date after giving effect to distributions made on such Distribution
Date.

     (g) Notwithstanding the foregoing, no such allocation of any Realized Loss
shall be made on a Distribution Date to a Class of Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate
Principal Balances of all the Certificates as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on
such date, to an amount less than the aggregate Scheduled Principal Balance of
the Mortgage Loans as of the first day of the month of such Distribution Date,
less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage
Termination Date (such limitation, the "Loss Allocation Limitation").

     Section 4.04. Monthly Advances; Purchases of Defaulted Mortgage Loans. (a)
The Company shall be required to make Monthly Advances in the manner and to the
extent provided herein. Prior to the close of business on each Determination
Date, the Company shall determine (i) the amount of the Monthly Advance which it
is required to make on the related Distribution Date and (ii) whether it has
elected to purchase any Defaulted Mortgage Loan or Loans on such Distribution
Date. If the Company so elects to purchase any Defaulted Mortgage Loans (or is
required to purchase any Mortgage Loan pursuant to Section 2.02 or 2.03(a)), no
Monthly Advance shall be required with respect thereto for the month in which
such purchase occurs. The Company shall include information as to each of such
determinations in the Servicer's Certificate furnished by it to the Trustee in
accordance with Section 4.06 and shall be obligated to transfer to the
Certificate Account pursuant to Section 3.02(d) on or before 11:00 a.m. New York
time on the Business Day next preceding the following Distribution Date in
next-day funds the respective amounts applicable to such determinations
appearing in such Servicer's Certificate. Upon receipt by the Trustee of written
notification signed by a Servicing Officer of any such deposit relating to the
purchase by the Company of such a Mortgage Loan, the Trustee shall release to
the Company the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Company any Mortgage Loan released pursuant hereto.

     (b) In the event that the Company transfers or expects to transfer less
than the Available Funds required to be deposited by it pursuant to Section
3.02(d), the Company shall so notify the Trustee no later than 9:00 a.m. on the
Business Day preceding the related Distribution Date, and the amount so
transferred, if any, shall be deemed to have been transferred first pursuant to
clause (i) of the definition of Available Funds, second pursuant to clause (iii)
of the definition of Available Funds, and third pursuant to clause (ii) of the
definition of Available Funds. Such notice shall specify each Mortgage Loan
delinquent as of the preceding Determination Date. In such event, the Trustee
shall make any Monthly Advance required to be made hereunder, in the manner and
to the extent required; provided, the Trustee shall not be so obligated if
prohibited by applicable law.

     (c) In the event that the Company is succeeded hereunder as servicer, the
obligation to make Monthly Advances in the manner and to the extent required by
Section 4.04(a) shall be assumed by the successor servicer (subject to Section
7.02).

     Section 4.05. Statements to Certificateholders. Each month, at least two
Business Days prior to each Distribution Date, the Company shall deliver to the
Trustee for mailing to each Certificateholder, and the Trustee shall mail to
each Certificateholder on such Distribution Date, a statement (each, a
"Distribution Date Statement") substantially in the form of Exhibit J hereto,
setting forth:

          (i) The amount of such distribution to the Certificateholders of each
     Class (and in respect of any Component), other than any Notional
     Certificates (and any Notional Component), allocable to principal,
     separately identifying the aggregate amount of any Principal Prepayments
     included therein (including, for this purpose, the Scheduled Principal
     Balances of all Defaulted Mortgage Loans and Defective Mortgage Loans
     purchased pursuant to Section 2.02, 2.03(b) or 3.16, respectively, and any
     amounts deposited pursuant to Section 2.03(b) in connection with the
     substitution of any Mortgage Loans pursuant to Section 2.02 or 2.03(a), the
     proceeds of which purchases or substitutions are being distributed on such
     Distribution Date);

          (ii) The amount of such distribution to the Certificateholders of each
     Class (other than any Class of Principal Only Certificates) allocable to
     interest, including any Accrual Amount added to the Class Certificate
     Principal Balance or Component Principal Balance of any Class of Accrual
     Certificates or any Accrual Components;

          (iii) The amount of servicing compensation paid to the Company during
     the month preceding the month of distribution in respect of the Mortgage
     Loans and such other customary information as the Company deems necessary
     or desirable to enable Certificateholders to prepare their tax returns;

          (iv) The Pool Scheduled Principal Balance and the aggregate number of
     the Mortgage Loans on the preceding Due Date after giving effect to all
     distributions allocable to principal made on such Distribution Date;

          (v) The Class Certificate Principal Balance (or Notional Principal
     Balance) of each Class, the Component Principal Balance of each Component
     and the Certificate Principal Balance (or Notional Principal Balance) of a
     Single Certificate of each Class after giving effect to (i) all
     distributions allocable to principal (or reductions in the Notional
     Principal Balance, in the case of the Notional Certificates, or the
     addition of any Accrual Amount, in the case of any Class of Accrual
     Certificates) made on such Distribution Date and (ii) the allocation of any
     Realized Losses and any Subordinate Certificate Writedown Amount for such
     Distribution Date;

          (vi) The Pay-out Rate applicable to each Class of Certificates;

          (vii) The book value and unpaid principal balance of any real estate
     acquired on behalf of Certificateholders through foreclosure, or grant of a
     deed in lieu of foreclosure or otherwise, of any REO Mortgage Loan, and the
     number of the related Mortgage Loans;

          (viii) The aggregate Scheduled Principal Balances and number of
     Mortgage Loans which, as of the close of business on the last day of the
     month preceding the related Distribution Date, were (a) delinquent as to a
     total of (x) 30-59 days, (y) 60-89 days and (z) 90 days or more, and (b) in
     foreclosure;

          (ix) The Scheduled Principal Balance of any Mortgage Loan replaced
     pursuant to Section 2.03(b);

          (x) The Certificate Interest Rates of any LIBOR Certificates, any COFI
     Certificates and the Class S Certificates applicable to the Interest
     Accrual Period relating to such Distribution Date and such Class;

          (xi) The Senior Percentage, the Class A9 Percentage, the Class A9
     Scheduled Distribution Percentage and the Junior Percentage for such
     Distribution Date;

          (xii) The Senior Prepayment Percentage, the Class A9 Prepayment
     Distribution Percentage and the Junior Prepayment Percentage for such
     Distribution Date; and

          (xiii) The amount of such distribution to the Certificateholders of
     each Class allocable to Unanticipated Recoveries.

     In the case of information furnished pursuant to clauses (i) through (iii)
above, the amounts shall be expressed as a dollar amount per Single Certificate.

     In connection with any proposed transfer of a Certificate that is purported
to be made in reliance on Rule 144A under the Securities Act, the Company shall
be responsible for furnishing such information as may be required thereunder to
a proposed transferee. In furtherance of the Company's obligations hereunder,
the Company hereby instructs the Trustee, at the Company's expense and on its
behalf, and the Trustee agrees, to promptly make available to the proposed
transferee, upon request of the holder, (i) all statements furnished to
Certificateholders pursuant to this Section 4.05 on previous Distribution Dates,
(ii) all certificates furnished to the Trustee pursuant to Section 4.06 in prior
months, (iii) Officer's Certificates furnished to the Trustee pursuant to
Section 3.12 for the two years preceding such request, (iv) reports of
independent accountants furnished to the Trustee pursuant to Section 3.13 for
the two years preceding such request, (v) a copy of the Private Placement
Memorandum relating to such Certificate, together with any amendments or
supplements thereto issued by the Company, which may be accompanied by a legend
to the effect that the information contained in the Private Placement Memorandum
and any amendment or supplement thereto is current only as of its date and the
delivery thereof does not create an implication that such information is correct
as of any subsequent date of delivery (it being understood that the Company has
no obligation hereunder to update or supplement the Private Placement Memorandum
unless otherwise required pursuant to Rule 144A(d)(4)) (which copy and legend
shall be furnished to the Trustee by the Company), and (vi) the Company's
Current Report on Form 8-K, dated the Closing Date, relating to the Mortgage
Loans; provided, however, that the Trustee shall in no event be required to make
available such statements or certificates pursuant to clauses (i) and (ii) above
relating to Distribution Dates occurring more than twenty-four months preceding
the month in which such request was received; provided, further, however, that
notwithstanding the Trustee's agreement as aforesaid to provide such materials
to a proposed transferee, the Trustee does not assume, and shall not thereby be
deemed to have assumed, any responsibility for compliance by the Company with
Rule 144A (subject to the Trustee's agreement set forth in the second sentence
of this paragraph) and shall be entitled to include a notice with such
statements or certificates to the effect that such materials have not been
prepared or assembled by the Trustee and that the Trustee assumes no
responsibility for the adequacy, sufficiency or contents thereof. In connection
with any such proposed transfer, the Company shall make available to the
proposed holder, at the request of the related transferor, such additional
information, if any, as may be required to be delivered pursuant to Rule
144A(d)(4).

     Section 4.06. Servicer's Certificate. Each month, not later than the second
Business Day next preceding each Distribution Date, the Company shall deliver to
the Trustee a completed Servicer's Certificate.

     Section 4.07. Reports of Foreclosures and Abandonments of Mortgaged
Property. The Trustee (or the Company on behalf of the Trustee) shall, in each
year beginning after 1999, make the reports of foreclosures and abandonments of
any Mortgaged Property as required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before January 15th of
each year, shall provide to the Trustee reports relating to each instance
occurring during the previous calendar year in which the Company (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Mortgage
Loan, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Company shall be in form and substance sufficient to
meet the reporting requirements imposed by section 6050J of the Code.

     Section 4.08. Reduction of Servicing Fees by Compensating Interest
Payments. The aggregate amount of the Servicing Fees subject to retention by the
Company as servicer in respect of any Distribution Date shall be reduced by the
amount of any Compensating Interest Payment for such Distribution Date.

     Section 4.09. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Pledged Asset Mortgage Loan, the
Company shall so notify the Trustee as soon as reasonably practicable and shall,
on behalf of the Trustee for the benefit of the Certificateholders, promptly
complete the notice in the form of Attachment 1 to the Surety Bond and shall
promptly submit such notice to the Surety as a claim for a Required Surety
Payment.

     (b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Certificateholders, the Company shall promptly credit such amount to the
Mortgage Loan Payment Record.

     Section 4.10. Distributions to Holders of Designated Retail Certificates.
(a) Except as provided in subsections (d) and (f) below, on each Distribution
Date on which distributions in reduction of the Class Certificate Principal
Balance of a Class of Designated Retail Certificates are made, such
distributions will be made in the following order of priority:

          (i) first, in respect of any Principal Distribution Request by the
     personal representative of a Deceased Holder of such Class of Certificates,
     a surviving tenant by the entirety, a surviving joint tenant, a surviving
     tenant in common or such other Person empowered to act on behalf of such
     Deceased Holder upon his or her death, in an amount up to but not exceeding
     $100,000 per request; and

          (ii) second, in respect of any Principal Distribution Request by a
     Living Holder of such Class of Certificates, in an amount up to but not
     exceeding $10,000 per request.

     Thereafter, distributions in respect of such Class submitted on behalf of
each Deceased Holder will be made as provided in clause (i) above up to a second
$100,000 per request and distributions in respect of such Class submitted on
behalf of each Living Holder will be made as provided in clause (ii) above up to
a second $10,000 per request. This sequence of priorities will be repeated until
all such requests have been honored to the extent of amounts available for
distribution in reduction of the Class Certificate Principal Balance of such
Class of Designated Retail Certificates.

     Principal Distribution Requests presented on behalf of Deceased Holders in
accordance with the provisions of clause (i) above will be accepted in the order
of their receipt by the Depository. Principal Distribution Requests presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of their receipt by the Depository after all requests presented in
accordance with clause (i) have been honored. All Principal Distribution
Requests with respect to any Distribution Date shall be made in accordance with
Section 4.10(c) below and must be received by the Depository no later than the
close of business on the related Record Date. Principal Distribution Requests
that are received by the Depository after the related Record Date and requests,
in either case, for distributions timely received but not accepted with respect
to any Distribution Date, will be treated as Principal Distribution Requests on
the next succeeding Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted or is withdrawn as provided in
Section 4.10(c). Requests on behalf of Deceased Holders that are not so
withdrawn shall retain their order of priority, all in accordance with the
procedures of the Depository and the Trustee. Upon the transfer of beneficial
ownership of any Designated Retail Certificate, any Principal Distribution
Request previously submitted with respect to such Certificate will be deemed to
have been withdrawn only upon the receipt by the Trustee of notification of such
withdrawal using a form required by the Depository.

     Principal Distribution Requests for a Class of Designated Retail
Certificates will be applied, in the aggregate, in an amount equal to the
portion of the Available Funds distributable to such Class of Certificates
pursuant to Section 4.01(a), plus any amounts available for distribution from
the related Rounding Account pursuant to Section 4.10(e), provided that the
aggregate distribution in reduction of the Class Certificate Principal Balance
of any Class of Designated Retail Certificates on any Distribution Date shall be
made in an integral multiple of $1,000, subject to Section 4.10(f).

     (b) A "Deceased Holder" is a beneficial owner of a Designated Retail
Certificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other Person empowered to act on
behalf of such beneficial owner upon his or her death, causes to be furnished to
the Trustee a certified copy of the death certificate of such Deceased Holder,
evidence of such person's status as an authorized representative of the Deceased
Holder, such as surviving tenant (whether by the entirety, joint tenancy or
tenancy in common), which evidence shall be satisfactory to the Trustee, and any
additional evidence of death required by and satisfactory to the Trustee and any
tax waivers requested by the Trustee. Designated Retail Certificates
beneficially owned by tenants by the entirety, joint tenants or tenants in
common will be considered to be beneficially owned by a single owner. The death
of a tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the beneficial owner, and any Designated Retail Certificates so
beneficially owned will be eligible for priority with respect to distributions
in reduction of the Class Certificate Principal Balance of such Class of
Certificates, subject to the limitations contained in this Section 4.10.
Designated Retail Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be beneficial owners of a number of
individual Designated Retail Certificates greater than the number of individual
Designated Retail Certificates of which such trust is the beneficial owner. The
death of a beneficiary of a trust will be deemed to be the death of a beneficial
owner of the Designated Retail Certificates beneficially owned by the trust to
the extent of such beneficiary's beneficial interest in such trust. The death of
an individual who was a tenant by the entirety, joint tenant or tenant in common
in a tenancy that is the beneficiary of a trust will be deemed to be the death
of the beneficiary of the trust. The death of a person who, immediately prior to
his or her death, was entitled to substantially all of the beneficial ownership
interest in a Designated Retail Certificate will be deemed to be the death of
the beneficial owner of such Certificate regardless of the registration of
ownership of such Certificate, if such beneficial ownership interest can be
established to the satisfaction of the Trustee. The Trustee's decision regarding
whether a Deceased Holder's beneficial interest is substantial for purposes of
the preceding sentence shall be conclusive and binding. Such beneficial interest
will be deemed to exist in typical cases of street name or nominee ownership,
ownership by a trustee, ownership under the Uniform Gifts to Minors Act and
community property or other joint ownership arrangements between a husband and
wife. Beneficial interests shall include the power to sell, transfer or
otherwise dispose of a Designated Retail Certificate, and the right to receive
the proceeds therefrom, as well as interest and distributions in reduction of
the Certificate Principal Balance of such Certificates payable with respect
thereto. The Trustee shall not be under any duty to determine independently the
occurrence of the death of any beneficial owner. The Trustee may rely entirely
upon documentation delivered to it in establishing the eligibility of any
beneficial owner to receive the priority accorded Deceased Holders in Section
4.10(a). Expenses incurred by the Trustee in an effort to determine the
beneficial ownership interest with respect to any Principal Distribution Request
presented on behalf of a Deceased Holder, including, without limitation,
attorneys fees, shall be paid by the Person presenting such Principal
Distribution Request.

     (c) Requests for distributions in reduction of the Certificate Principal
Balance of a Class of Designated Retail Certificate must be made by delivering a
Principal Distribution Request therefor to the Depository Participant or
Financial Intermediary that maintains the account evidencing the beneficial
owner's interest in such Certificate. Such Depository Participant or Financial
Intermediary should in turn make the request of the Depository (or, in the case
of an Financial Intermediary, such Financial Intermediary should notify the
related Depository Participant of such request, which Depository Participant
should make the request of the Depository) on a form required by the Depository
and provided to the Depository Participant. In the case of a request on behalf
of a Deceased Holder, a certified copy of the death certificate and any
additional appropriate evidence of death and any tax waivers must be forwarded
to the Trustee under separate cover. Any such requests of Deceased Holders that
are incomplete may not be honored by the Trustee and, if not honored, will lose
their priority and must be resubmitted in proper form. Upon receipt of such
Principal Distribution Request, the Depository will date and time stamp such
request and forward such request to the Trustee. Such requests will be honored
on any Distribution Date only to the extent that they are received by the
Depository on or before the Record Date for such Distribution Date. The
Depository may establish such procedures as it deems fair and equitable to
establish the order of receipt of requests for such distributions received by it
on the same day. Principal Distribution Requests delivered to the Depository
after the Record Date for a particular Distribution Date and requests received
in a timely manner but not accepted with respect to a particular Distribution
Date will be treated as Principal Distribution Requests for the next succeeding
Distribution Date and each succeeding Distribution Date thereafter until each
request is accepted or is withdrawn as provided below. In the case of Principal
Distribution Requests on behalf of Living Holders, the Depository will establish
a new order of priority for each Distribution Date. This order will apply both
to previously unsatisfied Principal Distribution Requests and to newly submitted
requests. A Principal Distribution Request submitted on behalf of a Living
Holder who later dies will become entitled to the priority of a newly submitted
request on behalf of a Deceased Holder upon satisfaction of the requirements set
forth above for requests of a Deceased Holder. Such priority will be effective
for each subsequent Distribution Date if the Trustee has received a certified
copy of the death certificate for such Deceased Holder and any additional
appropriate evidence of death and any requested tax waivers by the last business
day of the preceding calendar month. Each Principal Distribution Request
submitted by a beneficial owner of a Designated Retail Certificate will be held
by the Depository until such request has been accepted or has been withdrawn in
writing as provided herein. Neither the Trustee nor the Company shall be liable
for any delay in delivery of Principal Distribution Requests or Withdrawals (as
defined below) of such requests by the Depository, a Depository Participant or
any Financial Intermediary.

     In the event that any Principal Distribution Requests are rejected by the
Trustee for failure to comply with the requirements of this Section 4.10, the
Trustee shall return such requests to the appropriate Depository Participant
with a copy to the Depository with an explanation as to the reason for such
rejection.

     The Trustee shall maintain a list of those Depository Participants
representing the Certificate Owners of Designated Retail Certificates that have
submitted Principal Distribution Requests, together with the order of receipt
and the amounts of such requests. The Trustee shall notify the Depository and
the appropriate Depository Participants as to which requests should be honored
on each Distribution Date. Requests shall be honored by the Depository in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 4.10. The exact procedures to be followed by the
Trustee and the Depository for purposes of determining such priorities and
limitations shall be those established from time to time by the Trustee or the
Depository, as the case may be. The decisions of the Trustee and the Depository
concerning such matters shall be final and binding on all affected Persons.

     Any beneficial owner of a Designated Retail Certificate that has made a
Principal Distribution Request may withdraw its request by so notifying in
writing the Depository Participant or Financial Intermediary that maintains such
beneficial owner's account (each such withdrawal, a "Withdrawal"). The
Depository Participant should forward the Withdrawal to the Depository on a form
required by the Depository. In the event that such account is maintained by a
Financial Intermediary, such Financial Intermediary should notify the related
Depository Participant which in turn should forward the Withdrawal of such
request, on a form required by the Depository, to the Depository. If such
Withdrawal has not been received by the Depository and forwarded to the Trustee
on or before the Record Date for the next Distribution Date, the previously made
Principal Distribution Request will be irrevocable with respect to the making of
distributions in reduction of the Certificate Principal Balance of such
Designated Retail Certificate on such Distribution Date.

     (d) To the extent, if any, that amounts available for distribution in
reduction of the Class Certificate Principal Balance of a Class of Designated
Retail Certificates on a Distribution Date pursuant to Section 4.01(a) exceed
the dollar amount of Principal Distribution Requests that have been received in
respect of such Class by the related Record Date, as provided in Section 4.10(c)
above, distributions in reduction of the Class Certificate Principal Balance of
such Class of Certificates will be made by mandatory distributions on a Random
Lot basis, in integral multiples equal to $1,000, in reduction thereof without
regard to whether such Certificate Owners have submitted Principal Distribution
Requests. The Trustee shall notify the Depository of the aggregate amount of the
mandatory distribution by Random Lot in reduction of the Class Certificate
Principal Balance of such Designated Retail Certificates to be made on the next
Distribution Date. The Depository shall then allocate such aggregate amount
among its Depository Participants on a Random Lot basis. Each Depository
Participant and, in turn, each Financial Intermediary, will then select, in
accordance with its own procedures, Designated Retail Certificates of such Class
from among those held in its accounts to receive mandatory distributions in
reduction of the Class Certificate Principal Balance of such Certificates, such
that the total amount so selected is equal to the aggregate amount of such
mandatory distributions allocated to such Depository Participant by the
Depository and to such Financial Intermediary by its related Depository
Participant, as the case may be. Depository Participants and Financial
Intermediaries that hold a Class of Designated Retail Certificates selected for
mandatory distributions in reduction of the Class Certificate Principal Balance
thereof should provide notice of such mandatory distributions to the affected
Certificate Owners.

     (e) On the Closing Date, a separate Rounding Account shall be established
with the Trustee for each Class of Designated Retail Certificates and the
Rounding Account Depositor for such Rounding Account shall cause to be initially
deposited the sum of $999.99 in each such Rounding Account. On each Distribution
Date on which a distribution is to be made in reduction of the Class Certificate
Principal Balance of a Class of Designated Retail Certificates pursuant to
Section 4.01(a), funds on deposit in the related Rounding Account shall be, to
the extent needed, withdrawn by the Trustee and applied to round upward to an
integral multiple of $1,000 the aggregate distribution in reduction of the Class
Certificate Principal Balance to be made on such Class of Certificates. Rounding
of such distribution on such Class of Designated Retail Certificates shall be
accomplished, on the first such Distribution Date, by withdrawing from the
related Rounding Account the amount of funds, if any, needed to round the amount
otherwise available for such distribution in reduction of the Class Certificate
Principal Balance of such Certificates upward to the next integral multiple of
$1,000. On each succeeding Distribution Date on which distributions in reduction
of the Class Certificate Principal Balance of such Class of Designated Retail
Certificates are to be made pursuant to Section 4.01(a), the aggregate amount of
such distributions allocable to such Certificates shall be applied first to
repay any funds withdrawn from the related Rounding Account and not previously
repaid, and then the remainder of such allocable amount, if any, shall be
similarly rounded upward to the next integral multiple of $1,000 and applied as
distributions in reduction of the Class Certificate Principal Balance of the
related Class of Certificates; this process shall continue on succeeding
principal Distribution Dates prior to the Cross-Over Date until the Class
Certificate Principal Balance of each such Class of Certificates has been
reduced to zero. Each Rounding Account shall be maintained as a non-interest
bearing account; the Rounding Accounts shall not be an asset of the Trust Fund,
but shall be an asset in the REMIC. On the earlier of (1) the Cross-Over Date
and (2) the first Distribution Date after the Class Certificate Principal
Balance of any Class of Designated Retail Certificates has been reduced to zero,
any remaining amounts in the related Rounding Account shall be distributed to
the Class R Certificate.

     (f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date coinciding with or after the Cross-Over Date, all
distributions in reduction of the Class Certificate Principal Balance of any
Class of Designated Retail Certificates will be made among the Holders and
Certificate Owners of such Class of Certificates, pro rata, based on their
Certificate Principal Balances, and will not be made in integral multiples of
$1,000 or pursuant to requested distributions or mandatory distributions by
Random Lot.

     (g) In the event that Definitive Certificates representing any Class of
Designated Retail Certificates are issued pursuant to Section 5.02(f), all
requests for distributions or withdrawals of such requests relating to such
Class must be submitted to the Trustee, and the Trustee shall perform the
functions described in Section 4.10(a) through (d) using its own procedures,
which procedures shall, to the extent practicable, be consistent with the
procedures described in Section 4.10(a) through (d).

                                    ARTICLE V

                                THE CERTIFICATES

     Section 5.01. The Certificates. (a) The Certificates shall be substantially
in the forms set forth in Exhibit A hereto, as applicable, and shall, on
original issue, be executed by the Trustee, not in its individual capacity but
solely as Trustee, and countersigned and delivered by the Trustee to or upon the
order of the Company as provided in Article II.

     (b) The Certificates shall be issued in an aggregate Initial Certificate
Principal Balance of $301,946,082.40. Such aggregate original principal balance
shall be divided among the Classes having the designations, Class Certificate
Principal Balances, Certificate Interest Rates and minimum denominations as
follows:



                                      Initial Class
                                       Certificate                  Certificate
                                        Principal                     Interest                    Minimum
Designation                              Balance                       Rate                    Denominations
- -----------                              -------                       ----                    -------------
                                                                                         
Class A1                               $10,035,000.00                  6.50%                       $25,000
Class A2                                24,220,000.00                  6.50%                        25,000
Class A3                                30,106,000.00                  6.50%                        25,000
Class A4                                71,797,000.00                  6.50%                        25,000
Class A5                                75,264,000.00                  6.50%                        25,000
Class A6                                19,433,000.00                  6.50%                         1,000
Class A7                                 3,011,000.00                  6.50%                        25,000
Class A8                                25,043,000.00                  6.50%                         1,000
Class A9                                30,000,000.00                  6.50%                        25,000
Class PO                                   203,932.64                  0.00%                            (1)
Class M                                  6,345,000.00                  6.50%                       100,000
Class B1                                 2,263,000.00                  6.50%                       100,000
Class B2                                 1,357,000.00                  6.50%                       100,000
Class B3                                 1,508,000.00                  6.50%                       500,000
Class B4                                   603,000.00                  6.50%                            (1)
Class B5                                   757,049.76                  6.50%                            (1)
Class S                                         (2)                    (2)                              (3)
Class R                                        100.00                  6.50%                           100

- -------------------------
(1)  This Class of Certificates will be issued as a single Certificate
     evidencing the entire Class Certificate Principal Balance of such Class.
(2)  The Class S Certificates are issued with an initial Notional Principal
     Balance of $293,139,173.91 and shall bear interest at the Strip Rate.
(3)  The Class S Certificates will be issued in minimum denominations of
     Notional Principal Balance of $25,000,000.


     (c) The Certificates shall be issuable in registered form only. The
Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the minimum dollar denominations
in Certificate Principal Balance or Notional Principal Balance, as applicable,
specified in Section 5.01(b), and integral multiples of $1,000 in excess
thereof. The Non-Book-Entry Certificates other than the Residual Certificate
shall each be issued in the minimum dollar denominations in Certificate
Principal Balance or Notional Principal Balance, as applicable, specified in
Section 5.01(b), and integral multiples of $1,000 in excess thereof (and, if
necessary, in the amount of the remaining Class Certificate Principal Balance or
Notional Principal Balance, as applicable, of each Class, in the case of one
Certificate of such Class). The Residual Certificate shall be issued as a single
certificate evidencing the entire Class Certificate Principal Balance of such
Class and having a Percentage Interest of 100%. If necessary, one Certificate of
each Class of Book-Entry Certificates may evidence an additional amount equal to
the remainder of the Class Certificate Principal Balance of such Class.

     (d) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer under its seal, which may be in
facsimile form and be imprinted or otherwise reproduced thereon. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless such Certificate shall have been manually countersigned
by the Trustee substantially in the forms set forth in Exhibit A hereto, and
such countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date; all Certificates issued thereafter shall be dated the date of
their countersignature.

     (e) The Strip Rate for each Interest Accrual Period shall be determined by
the Company and included in the Servicer's Certificate for the related
Distribution Date.

     Section 5.02. Registration of Transfer and Exchange of Certificates. (a)
The Trustee shall cause to be kept at an office or agency in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
New York a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided.

     Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of
transfer of any Certificate at the Corporate Trust Office, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class in authorized
denominations of a like Percentage Interest.

     At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and Percentage
Interest, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

     All Certificates surrendered for registration of transfer and exchange
shall be canceled and subsequently destroyed by the Trustee and a certificate of
destruction shall be delivered by the Trustee to the Company.

     (b) No legal or beneficial interest in all or any portion of the Residual
Certificates may be transferred directly or indirectly to (i) a Disqualified
Organization or an agent of a Disqualified Organization (including a broker,
nominee, or middleman), (ii) an entity that holds REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (a
"Book-Entry Nominee"), or (iii) an individual, corporation, partnership or other
person unless such transferee (A) is not a Non-U.S. Person or (B) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (C) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of a Residual Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of a
Residual Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clause (A), (B) or (C) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate and deliver, a Residual Certificate in connection with
any transfer thereof unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit F hereto, signed by the
transferee, to the effect that the transferee is not such a Disqualified
Organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, a Book-Entry Nominee or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Residual Certificates to Disqualified
Organizations, Book-Entry Nominees or Non-permitted Foreign Holders, and an
agreement by the Transferee that it will not transfer a Residual Certificate
without providing to the Trustee an affidavit substantially in the form attached
as Exhibit F hereto and a letter substantially in the form attached as Exhibit G
hereto. Such affidavit shall also contain the statement of the transferee that
(i) it does not have the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Residual Certificates and (ii) it understands that it may incur tax liabilities
in excess of cash flows generated by a Residual Certificate and that it intends
to pay taxes associated with holding a Residual Certificate as they become due.

     The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Residual Certificates, shall be
accompanied by a written statement in the form attached as Exhibit G hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has (i) no actual knowledge that the transferee is a Disqualified
Organization, Book-Entry Nominee or Non-permitted Foreign Holder, (ii) no reason
to believe that the transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate, and (iii) conducted a reasonable
investigation and found that the transferee had historically paid its debts as
they came due and found no significant evidence to indicate that the transferee
will not continue to pay its debts as they become due. The Residual Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.

     Upon notice to the Company that any legal or beneficial interest in any
portion of the Residual Certificates has been transferred, directly or
indirectly, to a Disqualified Organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Residual Certificate in constructive
trust for the last transferor who was not a Disqualified Organization or agent
thereof, and such transferor shall be restored as the owner of such Residual
Certificate as completely as if such transfer had never occurred, provided that
the Company may, but is not required to, recover any distributions made to such
transferee with respect to the Residual Certificate and return such recovery to
the transferor, and (ii) the Company agrees to furnish to the Internal Revenue
Service and to any transferor of the Residual Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of section 860E(e) of the Code as may be required
by the Code, including but not limited to the present value of the total
anticipated excess inclusions with respect to the Residual Certificate (or
portion thereof) for periods after such transfer. At the election of the
Company, the cost to the Company of computing and furnishing such information
may be charged to the transferor or such agent referred to above; however, the
Company shall in no event be excused from furnishing such information.

     The restrictions on transfers of the Residual Certificates set forth in the
preceding three paragraphs shall cease to apply to transfers (and the applicable
portions of the legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect that the
elimination of such restrictions will not cause the REMIC established hereunder
to fail to qualify as a REMIC at any time that the Certificates are outstanding.

     No transfer of a Restricted Certificate shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt from the
registration requirements of the Act and any applicable state securities laws.
In the event of such registration, any restrictive legends set forth in the form
of the relevant Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the Trustee upon
request of the Holder thereof and automatically upon exchange or registration of
transfer thereof. As a condition to any transfer that is to be made in reliance
upon an exemption from the Act and such laws of a (i) Class PO or Class S
Certificate or (ii) Restricted Junior Certificate to any person other than a QIB
(as certified by the proposed transferee in the form of assignment attached to
the related Certificate), either (x) the Trustee shall require the transferee to
execute an investment letter in the form substantially as set forth in Exhibit I
hereto or in such other form as may be acceptable to the Trustee, certifying as
to the facts surrounding such transfer, or (y) in lieu of such investment
letter, the Trustee may accept a written Opinion of Counsel (in form and
substance acceptable to the Trustee) that such proposed transfer may be made
pursuant to an exemption from the Act. As an additional condition to any
transfer of a Restricted Certificate, either (i) the transferor and the
transferee shall complete the form of assignment attached to the Certificate
proposed to be transferred, or (ii) the Trustee shall have received the
above-referenced Opinion of Counsel. The holder of any Restricted Certificate
desiring to effect the transfer thereof to a person other than a QIB shall, and
hereby agrees to, comply with any applicable conditions set forth in the
preceding two sentences and indemnify the Trustee and the Company against any
liability that may result if the transfer thereof is not so exempt or is not
made in accordance with such federal and state laws. Such agreement to so
indemnify the Trustee and the Company shall survive the termination of this
Agreement. Notwithstanding the foregoing, no Opinion of Counsel or investment
letter shall be required upon the original issuance of (i) the Restricted Junior
Certificates to the Initial Purchaser (as defined in the Private Placement
Memorandum) or its nominee and (ii) the Class PO or Class S Certificates to the
Company or upon any subsequent transfer of any Class PO or Class S Certificate
by the Company, provided that if any Restricted Junior Certificates are, at the
request of the Initial Purchaser, registered in the name of its nominee, the
Initial Purchaser shall be deemed to acknowledge and agree with the Company and
the Trustee that no transfer of a beneficial interest in such Certificates will
be made without registering such Certificates in the name of the transferee,
which shall be a Person other than such nominee. Any opinion or letter required
pursuant to this paragraph shall not be at the expense of the Trust Fund or the
Trustee.

     (c) (i) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate (substantially in the form of Exhibit E or such other
form as is acceptable to the Company and the Trustee) from such transferee to
the effect that such transferee (i) is not a Plan or a Person that is using the
assets of a Plan to acquire such ERISA-Restricted Certificate or (ii) is an
insurance company investing assets of its general account and the exemptions
provided by Section III(a) of Department of Labor Prohibited Transaction Class
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemptions") apply to
the transferee's acquisition and holding of any ERISA-Restricted Certificate or
(B) an opinion of counsel satisfactory to the Trustee and the Company to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Company to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding
such a Certificate with the assets of a Plan will not constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code. The preparation
and delivery of the certificate and opinions referred to above shall not be an
expense of the Trust Fund, the Trustee or the Company. Notwithstanding the
foregoing, no opinion or certificate shall be required for the initial issuance
of the ERISA-Restricted Certificates.

          (ii) No transfer of a Residual Certificate shall be made to any Person
     unless the Trustee has received a certification (substantially in the form
     of paragraph 4 of Exhibit F) from such transferee to the effect that, among
     other things, such transferee is not a Plan or a Person that is using the
     assets of a Plan to acquire any such Certificate. The preparation and
     delivery of such certificate shall not be an expense of the Trust Fund, the
     Trustee or the Company.

     (d) Subject to Section 8.01(i) hereof, the Trustee may conclusively rely
upon any certificate, affidavit or opinion delivered pursuant to Section 5.02(b)
or (c). Any certificate or affidavit required to be delivered by a transferee
under this Section 5.02 may be executed and delivered in the name of such
transferee by its attorney-in-fact duly authorized in writing in form and
substance satisfactory to the Trustee.

     (e) Except as to any additional Certificate of any Class of Book-Entry
Certificates held in physical certificated form pursuant to Section 5.02(g) or
any Restricted Junior Certificate of any Class of Book-Entry Certificates that
is transferred to an entity other than a QIB, the Book-Entry Certificates shall,
subject to Section 5.02(f), at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration thereof may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of the Certificates issued in book-entry form on
the books of the Depository shall be governed by applicable rules established by
the Depository and the rights of Certificate Owners with respect to Book-Entry
Certificates shall be governed by applicable law and agreements between such
Certificate Owners and the Depository, Depository Participants, and indirect
participating firms; (iv) the Depository may collect its usual and customary
fees, charges and expenses from its Depository Participants; (v) the Trustee
shall deal with the Depository, Depository Participants and indirect
participating firms as authorized representatives of the Certificate Owners of
the Certificates issued in book-entry form for all purposes including the making
of payments due on the Book-Entry Certificates and exercising the rights of
Holders under this Agreement, and requests and directions for and votes of such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners; (vii) Certificate Owners shall not be entitled to certificates for the
Book-Entry Certificates and (viii) the Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and give notice to the Depository of such record date.

     All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures. Except as provided herein, the Trustee shall
have no duty to monitor or restrict the transfer of Certificates or interests
therein, and shall have no liability for any transfer, including any transfer
made through the book-entry facilities of the Depository or between or among
Depository Participants or Certificate Owners, made in violation of applicable
restrictions set forth herein, except in the event of the failure of the Trustee
to perform its duties and fulfill its obligations under this Agreement.

     (f) If (x)(i) the Company or the Depository advises the Trustee in writing
that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Company is unable to locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository or (z) after the occurrence of an Event of Default,
Certificate Owners representing not less than 51% of the aggregate Voting Rights
allocated to the Book-Entry Certificates together advise the Trustee and the
Depository through the Depository Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the Definitive Certificates. Neither the Company nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.

     (g) On or prior to the Closing Date, there shall be delivered to the
Depository (or to State Street Bank and Trust Company acting as custodian for
the Depository pursuant to the Depository's procedures) one certificate for each
Class of Book-Entry Certificates registered in the name of the Depository's
nominee, Cede & Co. The face amount of each such Certificate shall represent
100% of the initial Class Certificate Principal Balance thereof, except for such
amount that does not constitute an acceptable denomination to the Depository. An
additional Certificate of each Class of Book-Entry Certificates may be issued
evidencing such remainder and, if so issued, will be held in physical
certificated form by the Holders thereof. Each Certificate issued in book-entry
form shall bear the following legend:

     "Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein."

     Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Company, the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Certificate Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.

     Section 5.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Company, the Trustee, the
Certificate Registrar and any agent of the Company, the Trustee or the
Certificate Registrar may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and neither the Company, the Trustee, the Certificate Registrar nor any agent of
the Company, the Trustee or the Certificate Registrar shall be affected by any
notice to the contrary.

     Section 5.05. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar will furnish or cause to be furnished to the Company,
within 15 days after receipt by the Certificate Registrar of request therefor
from the Company in writing, a list, in such form as the Company may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date for payment of distributions to Certificateholders. If three
or more Certificateholders (hereinafter referred to as "applicants") apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt. Every Certificateholder, by receiving and holding a Certificate, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

     Section 5.06. Representation of Certain Certificateholders. The fiduciary
of any Plan which becomes a Holder of a Certificate, by virtue of its acceptance
of such Certificate, will be deemed to have represented and warranted to the
Trustee and the Company that such Plan is an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.

     Section 5.07. Determination of COFI. (a) If the outstanding Certificates
include any COFI Certificates, then on each COFI Determination Date the Trustee
shall determine the value of COFI on the basis of the most recently available
Information Bulletin referred to in the definition of "COFI". The establishment
of COFI by the Trustee and the Trustee's subsequent calculation of the rates of
interest applicable to the COFI Certificates for each Interest Accrual Period
shall (in the absence of manifest error) be final and binding. During each
Interest Accrual Period, the Certificate Interest Rate for the COFI Certificates
for the current and immediately preceding Interest Accrual Period shall be made
available by the Trustee to Certificate Owners and Certificateholders at the
following telephone number: (617) 664-5500.

     (b) The failure by the Federal Home Loan Bank of San Francisco to publish
COFI for a period of 65 calendar days will constitute an "Alternative Rate
Event" for purposes hereof. Upon the occurrence of an Alternative Rate Event,
the Company will calculate the Certificate Interest Rates for the COFI
Certificates for the subsequent Interest Accrual Periods by using, in place of
COFI, (i) the replacement index, if any, published or designated by the Federal
Home Loan Bank of San Francisco or (ii) if no replacement index is so published
or designated, an alternative index to be selected by the Company that has
performed, or that the Company expects to perform, in a manner substantially
similar to COFI. At the time an alternative index is first selected by the
Company, the Company shall determine the average number of basis points, if any,
by which the alternative index differed from COFI for such period as the
Company, in its sole discretion, reasonably determines to reflect fairly the
long-term difference between COFI and the alternative index, and shall adjust
the alternative index by such average. The Company shall select a particular
index as an alternative only if it receives an Opinion of Counsel to the effect
that the selection of such index will not cause any REMIC established hereunder
to fail to qualify as a REMIC for federal income tax purposes. In the absence of
manifest error, the selection of any alternative index as provided by this
Section 5.07(b) shall be final and binding for each subsequent Interest Accrual
Period. Upon the occurrence of an Alternative Rate Event, the Trustee shall have
no responsibility for the determination of any alternative index or the
calculation of the Certificate Interest Rates for the COFI Certificates.

     (c) If at any time after the occurrence of an Alternative Rate Event the
Federal Home Loan Bank of San Francisco resumes publication of COFI, the
Certificate Interest Rates for the COFI Certificates for each Interest Accrual
Period commencing thereafter will be calculated by reference to COFI.

     Section 5.08. Determination of LIBOR. (a) If the outstanding Certificates
include any LIBOR Certificates, then on each LIBOR Determination Date the
Trustee shall determine LIBOR for the related Interest Accrual Period as such
rate equal to the Interest Settlement Rate. If such rate does not appear on the
Designated Telerate Page as of 11:00 a.m., London time, on the applicable LIBOR
Determination Date:

          (i) The Trustee will request the principal London office of each
     Reference Bank (as defined in Section 5.08(e)) to provide such bank's
     offered quotation (expressed as a percentage per annum) to prime banks in
     the London interbank market for one-month U.S. Dollar deposits as of 11:00
     a.m., London time, on the applicable LIBOR Determination Date.

          (ii) If on any LIBOR Determination Date, two or more of the Reference
     Banks provide such offered quotations, LIBOR for the next Interest Accrual
     Period will be the arithmetic mean of such offered quotations (rounding
     such arithmetic mean upwards, if necessary, to the nearest whole multiple
     of 1/16%). If on any LIBOR Determination Date only one or none of the
     Reference Banks provide such offered quotations, LIBOR for the next
     Interest Accrual Period will be the rate per annum the Trustee determines
     to be the arithmetic mean (rounding such arithmetic mean upwards, if
     necessary, to the nearest whole multiple of 1/16%) of the one-month
     Eurodollar lending rate that three major banks in New York City selected by
     the Trustee are quoting as of approximately 11:00 a.m., New York City time,
     on the first day of the applicable Interest Accrual Period.

          (iii) If on any LIBOR Determination Date the Trustee is required but
     unable to determine LIBOR in the manner provided in subparagraph (ii) of
     this Section 5.08(a), LIBOR for the next Interest Accrual Period will be
     LIBOR as determined on the previous LIBOR Determination Date, or, in the
     case of the first LIBOR Determination Date, the Initial LIBOR Rate.

     (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the Certificate Interest Rates applicable to the LIBOR
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.

     (c) Within five Business Days of the Trustee's calculation of the
Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish
to the Company by telecopy (or by such other means as the Trustee and the
Company may agree from time to time) such Certificate Interest Rates.

     (d) The Trustee shall provide to Certificateholders who inquire of it by
telephone the Certificate Interest Rates of the LIBOR Certificates for the
current and immediately preceding Interest Accrual Period.

     (e) As used herein, "Reference Banks" shall mean no more than four leading
banks engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the display designated "LIBO" on the
Reuters Monitor Money Rates Service (the "Reuters Screen LIBO Page") on the
applicable LIBOR Determination Date and (iii) which have been designated as such
by the Trustee and are able and willing to provide such quotations to the
Trustee on each LIBOR Determination Date. The Reference Banks initially shall
be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company
and Bankers Trust Company. If any of the initial Reference Banks should be
removed from the Reuters Screen LIBO Page or in any other way fail to meet the
qualifications of a Reference Bank, or if such page is no longer published, the
Trustee, after consultation with the Company, shall use its best efforts to
designate alternate Reference Banks.

                                   ARTICLE VI

                                   THE COMPANY

     Section 6.01. Liability of the Company. The Company shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Company herein.

     Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Company. Any corporation into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any corporation
succeeding to the business of the Company, or any corporation, more than 50% of
the voting stock of which is, directly or indirectly, owned by General Electric
Company, or any limited partnership, the sole general partner of which is either
the Company or a corporation, more than 50% of the voting stock of which is
owned, directly or indirectly, by General Electric Company, which executes an
agreement of assumption to perform every obligation of the Company hereunder,
shall be the successor of the Company hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     Section 6.03. Assignment. The Company may assign its rights and delegate
its duties and obligations as servicer under this Agreement; provided, that (i)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is reasonably satisfactory to the
Trustee and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such purchaser or transferee of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Company as servicer hereunder from and after the date of such agreement and (ii)
each Rating Agency's rating of any Classes of Certificates in effect immediately
prior to such assignment or delegation would not be qualified, downgraded or
withdrawn as a result thereof. In the case of any such assignment or delegation,
the Company will be released from its obligations as servicer hereunder except
for liabilities and obligations as servicer incurred prior to such assignment or
delegation.

     Section 6.04. Limitation on Liability of the Company and Others. Neither
the Company nor any of the directors or officers or employees or agents of the
Company shall be under any liability to the Trust Fund or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Company pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Company or any such person
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties of the
Company or by reason of reckless disregard of obligations and duties of the
Company hereunder. The Company and any director or officer or employee or agent
of the Company may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Company and any director or officer or employee or agent of the
Company shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company shall be under no obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties to service the
Mortgage Loans in accordance with this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Company may
in its sole discretion undertake any such action which it may deem necessary or
desirable in respect of this Agreement, and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and the Company shall
be entitled to be reimbursed therefor from amounts credited to the Mortgage Loan
Payment Record as provided by Section 3.04.

     Section 6.05. The Company Not to Resign. Subject to the provisions of
Sections 6.02 and 6.03, the Company shall not resign from the obligations and
duties hereby imposed on it except upon determination that the performance of
its duties hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a successor servicer shall have
assumed the responsibilities and obligations of the Company in accordance with
Section 7.02.

                                   ARTICLE VII

                                     DEFAULT

     Section 7.01. Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:

          (i) Any failure by the Company to make any payment to the Trustee of
     funds pursuant to Section 3.02(d) out of which distributions to
     Certificateholders of any Class are required to be made under the terms of
     the Certificates and this Agreement which failure continues unremedied for
     a period of three Business Days after the date upon which written notice of
     such failure shall have been given to the Company by the Trustee or to the
     Company and the Trustee by Holders of Certificates of each Class affected
     thereby evidencing, as to each such Class, Percentage Interests aggregating
     not less than 25%; or

          (ii) Failure on the part of the Company duly to observe or perform in
     any material respect any other covenants or agreements of the Company set
     forth in the Certificates or in this Agreement, which covenants and
     agreements (A) materially affect the rights of Certificateholders and (B)
     continue unremedied for a period of 60 days after the date on which written
     notice of such failure, requiring the same to be remedied, shall have been
     given to the Company by the Trustee, or to the Company and the Trustee by
     the Holders of Certificates of each Class affected thereby evidencing, as
     to each such Class, Percentage Interests aggregating not less than 25%; or

          (iii) The entry of a decree or order by a court or agency or
     supervisory authority having jurisdiction in the premises for the
     appointment of a conservator, receiver or liquidator in any insolvency,
     readjustment of debt, marshalling of assets and liabilities or similar
     proceedings of or relating to the Company, or for the winding up or
     liquidation of the Company's affairs, and the continuance of any such
     decree or order unstayed and in effect for a period of 60 consecutive days;
     or

          (iv) The consent by the Company to the appointment of a conservator or
     receiver or liquidator in any insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings of or relating to the
     Company or of or relating to substantially all of its property; or the
     Company shall admit in writing its inability to pay its debts generally as
     they become due, file a petition to take advantage of any applicable
     insolvency or reorganization statute, make an assignment for the benefit of
     its creditors, or voluntarily suspend payment of its obligations;

then, and in each and every such case, so long as an Event of Default shall not
have been remedied by the Company, either the Trustee, or the Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the Company (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Company as servicer under
this Agreement. On or after the receipt by the Company of such written notice,
all authority and power of the Company under this Agreement, whether with
respect to the Certificates or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee pursuant to and under this Section 7.01; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Company, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Mortgage
Loans and related documents, or otherwise, including, without limitation, the
recordation of the assignments of the Mortgage Loans to it. The Company agrees
to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Company hereunder, including, without
limitation, the transfer to the Trustee for the administration by it of all cash
amounts that shall at the time be held by the Company and that have been or
should have been credited by it to the Mortgage Loan Payment Record, or that
have been deposited by the Company in the Certificate Account or are thereafter
received by the Company with respect to the Mortgage Loans. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities as servicer, may become, payable to the Company under this Agreement,
the Company shall be entitled to receive out of any delinquent payment on
account of interest on a Mortgage Loan, due during the period prior to the
notice pursuant to this Section 7.01 which terminates the obligation and rights
of the Company hereunder and received after such notice, that portion of such
payment which it would have been entitled to retain pursuant to Section 3.04(vi)
if such notice had not been given.

     Section 7.02. Trustee to Act; Appointment of Successor. (a) On and after
the time the Company receives a notice of termination pursuant to Section 7.01,
the Trustee shall be the successor in all respects to the Company in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall succeed to all the rights of and be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Company in its capacity as servicer by the terms and provisions hereof;
provided, however, that the responsibilities and duties of the Company pursuant
to Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by law or
regulation from making Monthly Advances, the responsibility to make Monthly
Advances pursuant to Section 4.04, shall not be the responsibilities, duties or
obligations of the Trustee; and provided further, that any failure of the
Trustee to perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee as required by Section 7.01
shall not be considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall, except as provided in Section 7.01, be entitled to
such compensation as the Company would have been entitled to hereunder if no
such notice of termination had been given. Notwithstanding the above, the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution approved to
service mortgage loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Company
hereunder. Pending appointment of a successor to the Company pursuant to this
Article VII, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Company hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

     (b) Any successor, including the Trustee, to the Company as servicer
pursuant to this Article VII shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering errors and
omissions in the performance of its obligations as servicer hereunder, and (ii)
a fidelity bond in respect of its officers, employees and agents to the same
extent as the Company is so required pursuant to Section 3.15.

     Section 7.03. Notification to Certificateholders. Upon any termination or
appointment of a successor to the Company pursuant to this Article VII, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.

                                  ARTICLE VIII

                                   THE TRUSTEE

     Section 8.01. Duties of Trustee. The Trustee, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default has occurred
(which has not been cured), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.

     No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:

          (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the Trustee and conforming
     to the requirements of this Agreement;

          (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer of the Trustee, unless
     it shall be proved that the Trustee was negligent in performing its duties
     in accordance with the terms of this Agreement;

          (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of the Holders of Certificates of each Class
     affected thereby evidencing, as to each such Class, Percentage Interests
     aggregating not less than 25%, relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Agreement; and

          (iv) The Trustee shall not be charged with knowledge of (A) any
     failure by the Company to comply with the obligations of the Company
     referred to in clauses (i) and (ii) of Section 7.01, (B) the rating
     downgrade referred to in the definition of "Trigger Event" or (C) any
     failure by the Company to comply with the obligations of the Company to
     record the assignments of Mortgages referred to in Section 2.01 unless a
     Responsible Officer of the Trustee at the Corporate Trust Office obtains
     actual knowledge of such failures, occurrence or downgrade or the Trustee
     receives written notice of such failures, occurrence or downgrade from the
     Company or the Holders of Certificates of each Class affected thereby
     evidencing, as to each such Class, Percentage Interests aggregating not
     less than 25%.

     Subject to any obligation of the Trustee to make Monthly Advances as
provided herein, the Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Company under this Agreement, except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Company in accordance with the terms of
this Agreement.

     Section 8.02. Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 8.01:

          (i) The Trustee may conclusively rely and shall be protected in acting
     or refraining from acting upon any resolution, Officer's Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

          (ii) The Trustee may consult with counsel and any Opinion of Counsel
     shall be full and complete authorization and protection in respect of any
     action taken or suffered or omitted by it hereunder in good faith and in
     accordance with such Opinion of Counsel;

          (iii) The Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Agreement, or to institute, conduct
     or defend any litigation hereunder or in relation hereto, at the request,
     order or direction of any of the Certificateholders, pursuant to the
     provisions of this Agreement, unless such Certificateholders shall have
     offered to the Trustee reasonable security or indemnity against the costs,
     expenses and liabilities which may be incurred therein or thereby; nothing
     contained herein shall, however, relieve the Trustee of the obligations,
     upon the occurrence of an Event of Default (which has not been cured), to
     exercise such of the rights and powers vested in it by this Agreement, and
     to use the same degree of care and skill in their exercise as a prudent
     person would exercise or use under the circumstances in the conduct of his
     or her own affairs;

          (iv) The Trustee shall not be personally liable for any action taken,
     suffered or omitted by it in good faith and believed by it to be authorized
     or within the discretion or rights or powers conferred upon it by this
     Agreement;

          (v) Prior to the occurrence of an Event of Default and after the
     curing of all Events of Default which may have occurred, the Trustee shall
     not be bound to make any investigation into the facts or matters stated in
     any resolution, certificate, statement, instrument, opinion, report,
     notice, request, consent, order, approval, bond or other paper or
     documents, unless requested in writing so to do by Holders of Certificates
     of each Class affected thereby evidencing, as to each such Class,
     Percentage Interests aggregating not less than 25%; provided, however, that
     if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Agreement,
     the Trustee may require reasonable indemnity against such cost, expense or
     liability as a condition to such proceeding. The reasonable expense of
     every such investigation shall be paid by the Company or, if paid by the
     Trustee, shall be reimbursed by the Company upon demand. Nothing in this
     clause (v) shall derogate from the obligation of the Company to observe any
     applicable law prohibiting disclosure of information regarding the
     Mortgagors; and

          (vi) The Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys or a custodian.

     Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Company of any of the Certificates or of the proceeds
of such Certificates, or for the use or application of any funds paid to the
Company in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Company.

     Section 8.04. Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not Trustee.

     Section 8.05. The Company to Pay Trustee's Fees and Expenses. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances (including any Monthly
Advances of the Trustee not previously reimbursed thereto pursuant to Section
3.04) incurred or made by the Trustee in accordance with any of the provisions
of this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of Certificateholders
hereunder. In addition, the Company covenants and agrees to indemnify the
Trustee from, and hold it harmless against, any and all losses, liabilities,
damages, claims or expenses other than those resulting from the negligence or
bad faith of the Trustee. From time to time, the Trustee may request that the
Company debit the Mortgage Loan Payment Record pursuant to Section 3.04 to
reimburse the Trustee for any Monthly Advances and Nonrecoverable Advances.

     Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation having its principal office either in the
State of New York or in the same state as that in which the initial Trustee
under this Agreement has its principal office and organized and doing business
under the laws of such State or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Trustee shall not be an affiliate of the Company. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.

     Section 8.07. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     If the conditions in any of the following clauses (i), (ii) or (iii) shall
occur at any time, the Company may remove the Trustee: (i) the Trustee shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will enable the Company
to avoid (and should, based on the information included in the notice referred
to below, result in the avoidance of) a downgrading of the ratings assigned to
the Certificates by the Rating Agencies (whether or not other actions could
avoid such downgrading) and no Event of Default, as provided by Section 7.01
hereof, shall have occurred or be continuing; provided, however, that no action
shall be taken pursuant to this clause (iii) unless reasonable notice shall have
been provided to the Trustee, which notice shall set forth the basis for any
rating downgrade as contemplated by the Rating Agencies and shall also indicate
the manner in which such proposed action is intended to avoid such downgrade. If
it removes the Trustee under the authority of the immediately preceding
sentence, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.

     Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.

     Section 8.08. Successor Trustee. Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Company
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by it hereunder;
and the Company and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.

     No successor Trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 8.06.

     Upon acceptance of appointment by a successor Trustee as provided in this
Section 8.08, the Company shall mail notice of the succession of such Trustee
hereunder to all holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be mailed at the expense of the Company.

     Section 8.09. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Company and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, of all or any part of the Trust Fund, or separate trustee or separate
trustees of any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity and for the benefit of the Certificateholders, such title to
the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Company and the Trustee may consider necessary or desirable. If the Company
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.

     Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

          (i) All rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed (whether as Trustee hereunder or
     as successor to the Company hereunder), the Trustee shall be incompetent or
     unqualified to perform such act or acts, in which event such rights,
     powers, duties and obligations (including the holding of title to the Trust
     Fund or any portion thereof in any such jurisdiction) shall be exercised
     and performed singly by such separate trustee or co-trustee, but solely at
     the direction of the Trustee;

          (ii) No trustee hereunder shall be held personally liable by reason of
     any act or omission of any other trustee hereunder; and

          (iii) The Company and the Trustee acting jointly may at any time
     accept the resignation of or remove any separate trustee or co-trustee.

     Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Company.

     Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

     Section 8.11. Compliance with REMIC Provisions; Tax Returns. The Trustee
shall at all times act in such a manner in the performance of its duties
hereunder as shall be necessary to prevent the Trust Fund from failing to
qualify as a REMIC and to prevent the imposition of a tax on the Trust Fund or
the REMIC established hereunder. The Trustee, upon request, will furnish the
Company with all such information within its possession as may be reasonably
required in connection with the preparation of all tax returns of the Trust Fund
and any Reserve Fund, and shall, upon request, execute such returns.

                                   ARTICLE IX

                                   TERMINATION

     Section 9.01. Termination upon Repurchase by the Company or Liquidation of
All Mortgage Loans. Subject to Section 9.02, the respective obligations and
responsibilities of the Company and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Trustee to send certain
notices as hereinafter set forth) shall terminate upon the last action required
to be taken by the Trustee on the final Distribution Date pursuant to this
Article IX following the earlier of (a) the repurchase by the Company of all
Mortgage Loans and all REO Mortgage Loans remaining in the Trust Fund at a price
equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage
Loan (other than any REO Mortgage Loans described in the following clause) as of
the first day of the month in which such purchase price is to be distributed to
Certificateholders plus accrued and unpaid interest thereon at the applicable
Net Mortgage Rate (less any amounts constituting previously unreimbursed Monthly
Advances) to the first day of the month in which such purchase price is to be
distributed to Certificateholders and (y) the appraised value of any REO
Mortgage Loan (less the good faith estimate of the Company of Liquidation
Expenses to be incurred in connection with its disposal thereof), such appraisal
to be conducted by an appraiser mutually agreed upon by the Company and the
Trustee, and (b) the later of the final payment or other liquidation (or any
Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or by
deed in lieu of foreclosure of any Mortgage Loan; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States of America to the Court of St.
James's, living on the date of this Agreement. The right of the Company to
repurchase all Mortgage Loans pursuant to clause (a) above shall be conditioned
upon the aggregate of the Scheduled Principal Balance of the Outstanding
Mortgage Loans, at the time of any such repurchase, aggregating less than 10
percent of the aggregate of the Scheduled Principal Balance of the Mortgage
Loans as of the Cut-off Date.

     Notice of any termination, specifying the Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (A) the Distribution Date upon which final payment of
the Certificates will be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the office of the Trustee therein
specified. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the exercise by the Company of its right of repurchase,
the Company shall deposit in the Certificate Account not later than 11:00 a.m.
on the Business Day prior to the final Distribution Date in next-day funds an
amount equal to the price described above. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders an amount equal to the price calculated as above provided,
any such repurchase being in lieu of the distribution otherwise required to be
made on the Distribution Date upon which the repurchase is effected. Upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee shall promptly release to the Company the Mortgage Files
for the repurchased Mortgage Loans.

     On the final Distribution Date, the Trustee shall distribute amounts on
deposit in the Certificate Account and, if applicable, in any Rounding Account,
in accordance with the applicable priorities and uses provided by Sections 4.01
and 4.10. Distributions on each Certificate shall be made on the final
Distribution Date in the manner specified in Section 4.02 but only upon
presentation and surrender of the Certificates.

     In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject
hereto.

     Section 9.02. Additional Termination Requirements. (a) In the event the
Company exercises its purchase option as provided in Section 9.01, the Trust
Fund and the REMIC established hereunder shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on "prohibited transactions" of such REMIC as defined in section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

          (i) Within 90 days prior to the final Distribution Date set forth in
     the notice given by the Trustee under Section 9.01, the Company shall
     prepare and the Trustee shall execute and adopt a plan of complete
     liquidation for such REMIC within the meaning of section 860F(a)(4)(A)(i)
     of the Code, which shall be evidenced by such notice; and

          (ii) Within 90 days after the time of adoption of such a plan of
     complete liquidation, the Trustee shall sell all of the assets of the Trust
     Fund to the Company for cash in accordance with Section 9.01.

     (b) By their acceptance of the Residual Certificates, the Holders thereof
hereby authorize the Trustee to adopt such a plan of complete liquidation which
authorization shall be binding on all successor Holders of the Residual
Certificates.

     (c) On the final federal income tax return for the REMIC established
hereunder, the Trustee will attach a statement specifying the date of the
adoption of the plan of liquidation.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

     Section 10.01. Amendment. This Agreement may be amended from time to time
by the Company and the Trustee, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any
other provisions herein, or to surrender any right or power herein conferred
upon the Company, or to add any other provisions with respect to matters or
questions arising under this Agreement, which shall not be materially
inconsistent with the provisions of this Agreement; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, without the consent of the Certificateholders, the Trustee and the
Company may at any time and from time to time amend this Agreement to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
or appropriate to maintain the qualification of the Trust Fund as a REMIC under
the Code or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund at
any time prior to the final redemption of the Certificates, provided that the
Trustee has obtained an opinion of independent counsel (which opinion also shall
be addressed to the Company) to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.

     This Agreement may also be amended from time to time by the Company and the
Trustee with the consent of Holders of Certificates evidencing (i) not less than
66% of the Voting Rights of all the Certificates or (ii) Percentage Interests
aggregating not less than 66% of each Class affected by such amendment, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (a)
reduce in any manner the amount of, or delay the timing of, collections of
payments on the Mortgage Loans or distributions which are required to be made on
any Certificate without the consent of the Holder of such Certificate, (b)
adversely affect in any material respects the interests of the Holders of any
Class of Certificates in any manner other than as described in (a), without the
consent of the Holders of Certificates evidencing Percentage Interests
aggregating not less than 66% of such Class, or (c) reduce the aforesaid
percentages of Certificates of any Class required to consent to any such
amendment, without the consent of the Holders of all Certificates of such Class
then outstanding. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.

     Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject the Trust Fund to tax or cause the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

     Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder.

     It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.

     Section 10.02. Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Company and at its expense on direction by the Trustee, but only upon direction
of the Trustee accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of
Certificateholders.

     For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.

     Section 10.03. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

     No Certificateholder shall have any right to vote (except as provided in
Section 10.01) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

     No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of each Class affected thereby evidencing, as to each
such Class, Percentage Interests aggregating not less than 25% shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of
this Section 10.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

     Section 10.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

     Section 10.05. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (a) in the
case of the Company, to GE Capital Mortgage Services, Inc., 3 Executive Campus,
Cherry Hill, New Jersey 08002, Attention: General Counsel, (b) in the case of
the Trustee, to State Street Bank and Trust Company, Corporate Trust Department,
225 Franklin Street, Boston, Massachusetts 02110, (c) in the case of Fitch, to
Fitch IBCA, Inc., One State Street Plaza, New York, New York 10004, Attention:
Structured Finance Surveillance, and (d) in the case of S&P, Standard and Poor's
Ratings Services, 26 Broadway, 10th Floor, New York, New York 10004, Attention:
Residential Mortgage Surveillance, or, as to each such Person, at such other
address as shall be designated by such Person in a written notice to each other
named Person. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

     Section 10.06. Notices to the Rating Agencies. The Company shall deliver
written notice of the following events to each Rating Agency promptly following
the occurrence thereof: material amendment to this Agreement; any Event of
Default; any Trigger Event; change in or termination of the Trustee; removal of
the Company or any successor servicer as servicer; repurchase or replacement of
any Defective Mortgage Loan pursuant to Section 2.03; and final payment to
Certificateholders. In addition, the Company shall deliver copies of the
following documents to each Rating Agency at the time such documents are
required to be delivered pursuant to this Agreement: monthly statements to
Certificateholders pursuant to Section 4.05, annual report of independent
accountants pursuant to Section 3.13 and annual servicer compliance report
pursuant to Section 3.12. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute an Event of Default under this
Agreement.

     Section 10.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then to the extent permitted by law such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

     Section 10.08. Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Fund, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Fund or for any reason whatsoever, and that Certificates
upon execution, countersignature and delivery thereof by the Trustee are and
shall be deemed fully paid.

                                      * * *





     IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement
to be duly executed by their respective officers and their respective seals,
duly attested, to be hereunto affixed, all as of the day and year first above
written.

                                        GE CAPITAL MORTGAGE SERVICES, INC.



                                        By:  _____________________________
                                             Name:
                                             Title:

[SEAL]

Attest:


By:  _________________________
     Name:
     Title:


                                        STATE STREET BANK AND
                                           TRUST COMPANY,
                                           as Trustee


                                        By:  _____________________________
                                             Name:
                                             Title:

[SEAL]

Attest:


By:  _________________________
     Name:
     Title:





State of New Jersey      )
                         ) ss.:
County of Camden         )


     On the day of June, 1999 before me, a notary public in and for the State of
New Jersey, personally appeared _______________________, known to me who, being
by me duly sworn, did depose and say that he/she resides at ____________________
_________________________________________________________; that he/she is a(n)
_________________________ of GE Capital Mortgage Services, Inc., a corporation
formed under the laws of the State of New Jersey, one of the parties that
executed the foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation;
and that he/she signed his/her name thereto by like order.



                                        __________________________________
                                                  Notary Public



[Notarial Seal]





The Commonwealth of Massachusetts  )
                                   ) ss.:
County of Suffolk                  )


     On the day of June, 1999 before me, a notary public in and for the
Commonwealth of Massachusetts, personally appeared ____________________, known
to me who, being by me duly sworn, did depose and say that he/she resides at
_____________________________________________________________; that he/she is
a(n) __________________________________ of State Street Bank and Trust Company,
one of the parties that executed the foregoing instrument; that he/she knows the
seal of said Bank; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said Bank;
and that he/she signed his/her name thereto by order of the Board of Directors
of said Bank.



                                        __________________________________
                                                  Notary Public



 [Notarial Seal]





                                    EXHIBIT A

                              FORMS OF CERTIFICATES


PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A1 Certificate
                                                 Principal Balance:
Class A1                                         $10,035,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFA1
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A1 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-14, issued
in eighteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6,
Class A7, Class A8, Class A9, Class R, Class PO, Class S, Class M, Class B1,
Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.





     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                        STATE STREET BANK AND TRUST
                                        COMPANY, not in its individual
                                        capacity but solely as Trustee



(SEAL)
                                        By:___________________________
                                        Name:
                                        Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:______________





                            ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto

Please insert social security
   or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________
               (Please print or typewrite name and address
                  including postal zip code of assignee)


________________________________________________________________________________

this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:___________________



_____________________________________
Signature by or on behalf of assignor



_________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A2 Certificate
                                                 Principal Balance:
Class A2                                         $24,220,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFB9
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A2 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A3 Certificate
                                                 Principal Balance:
Class A3                                         $30,106,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFC7
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A3 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A4 Certificate
                                                 Principal Balance:
Class A4                                         $71,797,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFD5
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A4 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A5 Certificate
                                                 Principal Balance:
Class A5                                         $75,264,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFE3
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A5 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A6 Certificate
                                                 Principal Balance:
Class A6                                         $19,433,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFF0
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A6 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A7 Certificate
                                                 Principal Balance:
Class A7                                         $3,011,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFG8
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A7 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A8 Certificate
                                                 Principal Balance:
Class A8                                         $25,043,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFH6
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A8 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class A9 Certificate
                                                 Principal Balance:
Class A9                                         $30,000,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP:36158GFN3
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
A9 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class M Certificate
                                                 Principal Balance:
Class M                                          $6,345,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP: 36158GFK9
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
M Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-14, issued
in eighteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6,
Class A7, Class A8, Class A9, Class R, Class PO, Class S, Class M, Class B1,
Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.





     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                        STATE STREET BANK AND TRUST
                                        COMPANY, not in its individual
                                        capacity but solely as Trustee



(SEAL)
                                        By:___________________________
                                        Name:
                                        Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee


Dated:______________





                            ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto

Please insert social security
   or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________
               (Please print or typewrite name and address
                  including postal zip code of assignee)


________________________________________________________________________________

this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:___________________



_____________________________________
Signature by or on behalf of assignor



_________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.





THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B1 Certificate
                                                 Principal Balance:
Class B1                                         $2,263,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP: 36158GFL7
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B1 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B2 Certificate
                                                 Principal Balance:
Class B2                                         $1,357,000

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP: 36158GFM5
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B2 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B3 Certificate
                                                 Principal Balance:
Class B3                                         $1,508,000.00

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP: 36158GFP8
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B3 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-14, issued
in eighteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6,
Class A7, Class A8, Class A9, Class R, Class PO, Class S, Class M, Class B1,
Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.





     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                        STATE STREET BANK AND TRUST
                                        COMPANY, not in its individual
                                        capacity but solely as Trustee



(SEAL)
                                        By:___________________________
                                        Name:
                                        Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:______________





                            ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto

Please insert social security
   or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________
               (Please print or typewrite name and address
                  including postal zip code of assignee)


________________________________________________________________________________

this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:___________________



_____________________________________
Signature by or on behalf of assignor



_________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.





     In connection with any transfer of this Certificate, the undersigned
registered holder hereof confirms that without utilizing any general
solicitation or general advertising:

(Check One) -

                                            |_| (a) This Certificate is being
                                    transferred by the undersigned to a person
                                    whom the undersigned reasonably believes is
                                    a "qualified institutional buyer" (as
                                    defined in Rule 144A under the Securities
                                    Act of 1933, as amended) pursuant to the
                                    exemption from registration under the
                                    Securities Act of 1933, as amended, provided
                                    by Rule 144A thereunder.

                                            |_| (b) This Certificate is being
                                    transferred by the undersigned to an
                                    institutional "accredited investor" (as
                                    defined in Rule 501(a)(1), (2), (3) or (7)
                                    of Regulation D under the Securities Act of
                                    1933, as amended) and that the undersigned
                                    has been advised by the prospective
                                    purchaser that it intends to hold this
                                    Certificate for investment and not for
                                    distribution or resale.


Dated
____________________                              ________________________
                                                  (Signature)

If none of the foregoing boxes is checked, the Trustee shall not be obligated to
register this Certificate in the name of any person other than the registered
holder thereof unless and until the conditions to any such transfer of
registration set forth herein, and in the Pooling and Servicing Agreement have
been satisfied.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:

     The undersigned represents and warrants that (i) it is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended) and acknowledges that it has received such information as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the registered holder is relying upon
the undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A, and (ii) the undersigned (x) is not an
employee benefit plan subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, and is not using the assets of any such employee benefit or
other plan to acquire this Certificate or (y) is an insurance company investing
assets of its general account and the exemptions provided by Section III(a) of
Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925
(July 12, 1995), apply to the acquisition and holding by the undersigned of this
Certificate.

Dated
____________________                              ________________________
                                                  (Signature)

TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:

     The undersigned represents and warrants that (i) it is an institutional
"accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended), and (ii) the
undersigned (x) is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended, and is not using the
assets of any such employee benefit or other plan to acquire this Certificate or
(y) is an insurance company investing assets of its general account and the
exemptions provided by Section III(a) of Department of Labor Prohibited
Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the
acquisition and holding by the undersigned of this Certificate.

Dated
____________________                              ________________________
                                                  (Signature)





THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B4 Certificate
                                                 Principal Balance:
Class B4                                         $603,000.00

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP: 36158GFQ6
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B4 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF
THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE
ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET
FORTH HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class B5 Certificate
                                                 Principal Balance:
Class B5                                         $757,049.76

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP: 36158GFR4
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
B5 Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

Distributions on this Certificate will be made by the Trustee by check or money
order mailed to the Person entitled thereto at the address appearing in the
Certificate Register or, upon written request by the Certificateholder, by such
other means of payment as such Person and the Trustee shall agree. Except as
otherwise provided in the Agreement, the final distribution on this Certificate
will be made in the applicable manner described above, after due notice by the
Trustee of the pendency of such distribution and only upon presentation and





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE
AGREEMENT.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS THE "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THE AGREEMENT, AND SHALL
BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE
EFFECT THAT IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION, OR AN ENTITY THAT HOLDS REMIC
RESIDUAL SECURITIES AS NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF
SUCH SECURITIES THROUGH BOOK-ENTRY CHANGES IN ACCOUNTS OF PARTICIPATING
ORGANIZATIONS (A "BOOK-ENTRY NOMINEE") AND TO HAVE AGREED TO SUCH AMENDMENTS TO
THE AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON
TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR BOOK-ENTRY NOMINEES.

THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
IRREVOCABLY APPOINTED THE COMPANY (AS DEFINED HEREIN) AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE
FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63
OF SUBTITLE F OF THE CODE, WITH RESPECT TO THE TRUST FUND.





THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY DISQUALIFIED
ORGANIZATION, BOOK-ENTRY NOMINEE OR NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
THE AGREEMENT OR TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A
"PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS
CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS
SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN.





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class R Certificate
                                                 Principal Balance:
Class R                                          $100

Certificate Interest                             Initial Certificate Principal
Rate per annum: 6.50%                            Balance of this Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:                         CUSIP: 36158GFJ2
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
R Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-14, issued
in eighteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6,
Class A7, Class A8, Class A9, Class R, Class PO, Class S, Class M, Class B1,
Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed.
Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.





     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                        STATE STREET BANK AND TRUST
                                        COMPANY, not in its individual
                                        capacity but solely as Trustee



(SEAL)
                                        By:___________________________
                                        Name:
                                        Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:______________





                            ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto

Please insert social security
   or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________
               (Please print or typewrite name and address
                  including postal zip code of assignee)


________________________________________________________________________________

this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:___________________



_____________________________________
Signature by or on behalf of assignor



_________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.





PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE
AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14

                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class PO Certificate
                                                 Principal Balance:
Class PO                                         $203,932.64

Certificate Interest                             Initial Certificate Principal
Rate per annum:                                  Balance of this Certificate:
non-interest bearing                             $

Cut-off Date:
June 1, 1999

First Distribution Date:
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Certificate Principal Balance of this
Certificate by the aggregate initial Certificate Principal Balance of all Class
PO Certificates, both as specified above) in certain distributions with respect
to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional,
fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and
serviced by GE Capital Mortgage Services, Inc., a corporation organized and
existing under the laws of the State of New Jersey (the "Company"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of June
1, 1999 (the "Agreement"), between the Company and State Street Bank and Trust
Company, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below. To the extent not defined herein,
the terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-14, issued
in eighteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6,
Class A7, Class A8, Class A9, Class R, Class PO, Class S, Class M, Class B1,
Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class
B5 Certificate which is in the form of a Definitive Certificate shall be made to
any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that such transferee (x) is not an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of
1986, as amended ("Section 4975") (a "Plan") or a Person that is using the
assets of a Plan to acquire such Certificate or (y) is an insurance company
investing assets of its general account and the exemption provided by Section
III(a) of Department of Labor Prohibited Transaction Class Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's
acquisition and holding of such Certificate, or (ii) an opinion of counsel
satisfactory to the Trustee, which opinion shall not be an expense of the
Trustee or the Company, to the effect that the purchase and holding of such
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA or Section 4975 and will not subject the Trustee or the Company to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee will not require such certificate or opinion in the event that,
as a result of a change of law or otherwise, counsel satisfactory to the Trustee
has rendered an opinion to the effect that the purchase and holding of a Class
M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a
Person that is purchasing or holding such Certificate with the assets of a Plan
will not constitute or result in a prohibited transaction under ERISA or Section
4975.

     No transfer of any Class R Certificate shall be made to any Person unless
the Trustee has received a certificate from such transferee to the effect that,
among other things, such transferee (x) is not an employee benefit plan subject
to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any
such Class R Certificate or (y) is an insurance company investing assets of its
general account and the Exemption applies to such transferee's acquisition and
holding of any such Class R Certificate.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest as requested by the Holder
surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.





     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                        STATE STREET BANK AND TRUST
                                        COMPANY, not in its individual
                                        capacity but solely as Trustee



(SEAL)
                                        By:___________________________
                                        Name:
                                        Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee

Dated:______________





                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto

Please insert social security
   or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________
               (Please print or typewrite name and address
                  including postal zip code of assignee)


________________________________________________________________________________

this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:___________________



_____________________________________
Signature by or on behalf of assignor



_________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.





PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS
CALCULATED ON THIS CERTIFICATE BASED ON THE CLASS S NOTIONAL PRINCIPAL BALANCE,
WHICH, AS OF ANY DISTRIBUTION DATE, IS EQUAL TO THE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE OUTSTANDING NON-DISCOUNT MORTGAGE LOANS AS SET FORTH IN
THE AGREEMENT (AS DEFINED HEREIN). CONSEQUENTLY, THE NOTIONAL PRINCIPAL BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL PRINCIPAL
BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR
THE TRUSTEE (AS DEFINED HEREIN).

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).





             REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1999-14


                 evidencing a beneficial ownership interest in a
                trust fund which consists primarily of a pool of
                  conventional, fixed rate, one- to four-family
                       mortgage loans sold and serviced by


                       GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                                           Initial Class S Notional
                                                 Certificate Principal Balance:
Class S                                          $293,139,173.91

Certificate Interest                             Initial Notional Certificate
Rate per annum: variable                         Principal Balance of this
                                                 Certificate:
                                                 $
Cut-off Date:
June 1, 1999

First Distribution Date:
July 26, 1999





THIS CERTIFIES THAT


is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the initial Notional Principal Balance of this Certificate
by the aggregate initial Notional Principal Balance of all Class S Certificates,
both as specified above) in certain distributions with respect to the Trust
Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate,
one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by
GE Capital Mortgage Services, Inc., a corporation organized and existing under
the laws of the State of New Jersey (the "Company"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of June 1, 1999 (the
"Agreement"), between the Company and State Street Bank and Trust Company, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth herein below. To the extent not defined herein, the terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Agreement requires the distribution on the 25th day of each month or,
if such 25th day is not a Business Day, the Business Day immediately following
(the "Distribution Date"), commencing in July 1999, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the "Record
Date"), of an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the aggregate amount required to be distributed to
Holders of Certificates of the same Class as this Certificate pursuant to the
Agreement.

     Distributions on this Certificate will be made by the Trustee by check or
money order mailed to the Person entitled thereto at the address appearing in
the Certificate Register or, upon written request by the Certificateholder, by
such other means of payment as such Person and the Trustee shall agree. Except
as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Trustee in New York, New York.

     This Certificate is one of a duly authorized issue of Certificates
designated as REMIC Mortgage Pass-Through Certificates, Series 1999-14, issued
in eighteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6,
Class A7, Class A8, Class A9, Class R, Class PO, Class S, Class M, Class B1,
Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates").

     The Certificates are limited in right of payment to certain payments on and
collections in respect of the Mortgage Loans, all as more specifically set forth
in the Agreement. The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Account for payment hereunder and that the Trustee in its individual capacity is
not personally liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

     As provided in the Agreement and with certain exceptions therein provided,
certain losses on the Mortgage Loans resulting from defaults by Mortgagors will
be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4
and Class B5 Certificates before such losses will be borne by the Holders of the
other Classes of the Certificates.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Trustee.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     As provided in the Agreement, and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in the city in which
the Corporate Trust Office of the Trustee is located or in the City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee, and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of the same Class of authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees. The Certificates are issuable only as
registered Certificates without coupons in denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class of authorized denominations evidencing the same aggregate Percentage
Interest as requested by the Holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Trustee and the Certificate Registrar and any agent of the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

     The obligations and responsibilities created by the Agreement, and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders, or provision therefor, in accordance with the Agreement
following the earlier of (a) the repurchase by the Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of
each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus
accrued and unpaid interest thereon at the rate provided for in the Agreement
(less any amounts representing previously unreimbursed Monthly Advances) and (y)
the appraised value of any property acquired in respect of a Mortgage Loan
determined as provided in the Agreement, and (b) the later of the final payment
or other liquidation (or any Monthly Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The right of the Company to repurchase all the Mortgage Loans and property
in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance
at the time of repurchase being less than 10 percent of the Pool Scheduled
Principal Balance as of the Cut-off Date. The Company's exercise of such right
will result in early retirement of the Certificates.

     Unless this Certificate has been countersigned by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.




     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.

                                        STATE STREET BANK AND TRUST
                                        COMPANY, not in its individual
                                        capacity but solely as Trustee



(SEAL)
                                        By:___________________________
                                        Name:
                                        Title:



Countersigned:


By__________________________________
Authorized Signatory of
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity but
solely as Trustee


Dated:______________





                            ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto

Please insert social security
   or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________
               (Please print or typewrite name and address
                  including postal zip code of assignee)


________________________________________________________________________________

this Certificate evidencing a Percentage Interest in certain distributions with
respect to the Trust Fund and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of said Trust Fund.

     I (we) further direct the Certificate Registrar to issue a new Certificate
of like Class and Percentage Interest, to the above named assignee and deliver
such Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated:___________________



_____________________________________
Signature by or on behalf of assignor



_________________________
*Signature Guaranteed*

*The signature hereon must be guaranteed by a bank, trust company or broker of
the signatory who is a member of a signature guarantee medallion program.





                                    EXHIBIT B

                           PRINCIPAL BALANCE SCHEDULES


                                      None.






                                    EXHIBIT C

                                 MORTGAGE LOANS


  GE Capital Mortgages Services, Inc.               EXHIBIT C
  \
  Issue Date:  June 1, 1999\
  P.O. Box 5260\
  Cherry Hill, N.J. 08034\
  (800) -257-7818\

                                             DELIVERY ID:     0004991430




- ---------------------------------------------------------------------------------------------------------------PAGE:
  --------------------------------------------------------------------------------
                                                                                                       
  LN # 0007749732               MORTGAGORS:        BALCERZAK, ANTHONY

                                                   BALCERZAK, PATRICIA
                                            ADDRESS     :    1650 COLLINSWOOD AVENUE
  MORTGAGE AMT:       279,500.00            CITY               MARCO ISLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               FL   34145
  UNPAID BALANCE:    277,537.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,954.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           09/01/28
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
  --------------------------------------------------------------------------------

  LN # 0031768005               MORTGAGORS:        CHAPPELL, MELVIN

                                                   CHAPPELL, EDNA
                                            ADDRESS     :    334-A S BREAKERS #9A
  MORTGAGE AMT:       323,100.00            CITY               GULF SHORES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               AL   36542
  UNPAID BALANCE:    318,181.040            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,259.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           09/01/28
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
  --------------------------------------------------------------------------------

  LN # 0032021685               MORTGAGORS:        GRISYUK, SERGIO

                                                   MILMAN, RACHEL
                                            ADDRESS     :    9724 EAST CRESTLINE CIRCL
  MORTGAGE AMT:       260,000.00            CITY               ENGLEWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CO   80111
  UNPAID BALANCE:    260,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,795.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.28500            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
  --------------------------------------------------------------------------------

  LN # 0032069577               MORTGAGORS:        ALBERS, RICHARD

                                                   ALBERS, PHYLISS
                                            ADDRESS     :    153 ROLLING HILL DRIVE
  MORTGAGE AMT:       272,000.00            CITY               MILLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               NJ   07946
  UNPAID BALANCE:    272,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,995.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.84000            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:250
  --------------------------------------------------------------------------------

  LN # 0070718598               MORTGAGORS:        SAVVIDIS, ANDREAS
                                            ADDRESS     :    108 COMSTOCK HILL ROAD
  MORTGAGE AMT:       483,000.00            CITY               NORWALK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CT   06850
  UNPAID BALANCE:    483,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,213.41            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.62069            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0070782941               MORTGAGORS:        SHIELL, RONALD

                                                   KARTUN, KAREN
                                            ADDRESS     :    7212 CHADWICK CIRCLE
  MORTGAGE AMT:       312,000.00            CITY               JAMESVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   13078
  UNPAID BALANCE:    312,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.14286            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0070792262               MORTGAGORS:        O'CONNELL, DANIEL
                                            ADDRESS     :    150 WEST 95TH STREET, APT
  MORTGAGE AMT:       185,000.00            CITY               NEW YORK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               NY   10025
  UNPAID BALANCE:    185,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,325.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.41176            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0070792452               MORTGAGORS:        POWERS, JOSEPH

                                                   LANGER, JOANN
                                            ADDRESS     :    18 WEST 74TH STREET
  MORTGAGE AMT:       520,000.00            CITY               NEW YORK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NY   10025
  UNPAID BALANCE:    520,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,591.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.53846            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0070814686               MORTGAGORS:        COSTELLO, CHRISTOPHE
                                            ADDRESS     :    87 EAST BROOKLINE STREET
  MORTGAGE AMT:       527,000.00            CITY               BOSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   02116
  UNPAID BALANCE:    527,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,506.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.96965            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0070839048               MORTGAGORS:        PYE, MARK

                                                   PYE, MONICA
                                            ADDRESS     :    1488 BURBERRY LANE
  MORTGAGE AMT:       319,200.00            CITY               SCHAUMBURG
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               IL   60173
  UNPAID BALANCE:    319,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,177.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.91566            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0070854385               MORTGAGORS:        TAMBURINO, DAVID

                                                   TAMBURINO, JOAN
                                            ADDRESS     :    10774 CRESTVIEW LANE
  MORTGAGE AMT:       169,600.00            CITY               LAUREL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MD   20723
  UNPAID BALANCE:    169,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,100.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0070876362               MORTGAGORS:        CLAES, MICHEAL

                                                   KAMDAR, MIRA
                                            ADDRESS     :    5605 NE 179TH STREET
  MORTGAGE AMT:       300,000.00            CITY               VANCOUVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98686
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,021.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.17073            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0070887427               MORTGAGORS:        PAGANETTI, WILLIAM

                                                   PAGANETTI, MARYANNE
                                            ADDRESS     :    1590 CATALPA LANE
  MORTGAGE AMT:     1,500,000.00            CITY               RENO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               NV   89511
  UNPAID BALANCE:     1,500,000.            OPTION TO CONVERT :      No
                             000
  MONTHLY P&I:         10,488.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:103
  --------------------------------------------------------------------------------

  LN # 0070893888               MORTGAGORS:        KLEIN, JAY
                                            ADDRESS     :    3230 CEDAR HEIGHTS DR
  MORTGAGE AMT:       577,000.00            CITY               COLORADO SP
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CO   80904
  UNPAID BALANCE:    577,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,034.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.94286            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080006091               MORTGAGORS:        PRESUTTI, DEAN

                                                   PRESUTTI, KIMBERLY
                                            ADDRESS     :    30 CHOATE STREET
  MORTGAGE AMT:       305,000.00            CITY               ESSEX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MA   01929
  UNPAID BALANCE:    305,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,132.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.16100            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080006257               MORTGAGORS:        LOWNEY, MICHAEL
                                            ADDRESS     :    36 TRAILSIDE DRIVE
  MORTGAGE AMT:       372,000.00            CITY               WALPOLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MA   02081
  UNPAID BALANCE:    372,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,968.44            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.66337            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/19
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:105
  --------------------------------------------------------------------------------

  LN # 0080006307               MORTGAGORS:        JOSEPH, BOB

                                                   LIGHT, VALERIE
                                            ADDRESS     :    304 SPRINGTOWN RD
  MORTGAGE AMT:       304,000.00            CITY               NEW PALTZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   12561
  UNPAID BALANCE:    304,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,073.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080006380               MORTGAGORS:        E TAMER, PHILLIP

                                                   TAMER, NAJWA
                                            ADDRESS     :    8 BERTISADAMS WAY
  MORTGAGE AMT:       500,000.00            CITY               WESTBOROUGH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   01581
  UNPAID BALANCE:    500,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,410.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.51613            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080006935               MORTGAGORS:        WESTOVER, BRIAN

                                                   WESTOVER, KIMBERLI
                                            ADDRESS     :    2694 GLORIA DRIVE
  MORTGAGE AMT:       256,500.00            CITY               WEST LINN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               OR   97068
  UNPAID BALANCE:    256,299.910            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,749.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080006992               MORTGAGORS:        APONTE, SIXTO

                                                   APONTE, MARIVEL
                                            ADDRESS     :    2150 WEMBLEY PLACE
  MORTGAGE AMT:       258,750.00            CITY               OVIEDO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               FL   32765
  UNPAID BALANCE:    258,557.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,809.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99666            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080008154               MORTGAGORS:        BONADONNA, PHILIP

                                                   BONADONNA, ALYSSA
                                            ADDRESS     :    29 GLENBY LANE
  MORTGAGE AMT:       588,000.00            CITY               BROOKVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NY   11545
  UNPAID BALANCE:    586,649.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,061.18            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.21622            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           03/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080008345               MORTGAGORS:        MORGAN, THOMAS

                                                   MORGAN, KARYN
                                            ADDRESS     :    100 NUTMEG LANE
  MORTGAGE AMT:       269,000.00            CITY               STRATFORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CT   06614
  UNPAID BALANCE:    269,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,812.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.70370            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080008352               MORTGAGORS:        FROST, JACK

                                                   FROST, KAREN
                                            ADDRESS     :    3401 WATERPOINT DRIVE
  MORTGAGE AMT:       282,400.00            CITY               Columbus
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               OH   43221
  UNPAID BALANCE:    282,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,950.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.97000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080008469               MORTGAGORS:        LANDIS, CAROL

                                                   VASSALLO, JOANN
                                            ADDRESS     :    644 NORHTWEST 114TH PLACE
  MORTGAGE AMT:       284,000.00            CITY               SEATTLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               WA   98177
  UNPAID BALANCE:    283,799.550            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,034.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080008675               MORTGAGORS:        KIM, MICHAEL
                                                   Kim, Chiong

                                                   KIM, CHIONG
                                            ADDRESS     :    38 BIGELOW STREET
  MORTGAGE AMT:       375,000.00            CITY               CAMBRIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   02139
  UNPAID BALANCE:    374,383.450            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,494.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.18182            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080009301               MORTGAGORS:        TAULE, JASON

                                                   TAULE, STACEY
                                            ADDRESS     :    20 WINDFLOWER COURT
  MORTGAGE AMT:       353,200.00            CITY               REISTERSTOW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   21136
  UNPAID BALANCE:    352,910.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,349.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.97011            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080012503               MORTGAGORS:        PLASTARAS, PAUL
                                            ADDRESS     :    86 PINE SREET
  MORTGAGE AMT:       272,000.00            CITY               GARDEN CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NY   11530
  UNPAID BALANCE:    272,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,878.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080015530               MORTGAGORS:        TATE, CHRISTOPHE

                                                   GABRIEL, GLENDA
                                            ADDRESS     :    5373 LINDELL BLVD
  MORTGAGE AMT:       484,000.00            CITY               SAINT LOUIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MO   63112
  UNPAID BALANCE:    484,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,301.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.44408            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080016371               MORTGAGORS:        LHULIER, ROBERT

                                                   LHULIER, BARBARA
                                            ADDRESS     :    18 UNION STATION ROAD
  MORTGAGE AMT:       256,000.00            CITY               NEWARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               DE   19711
  UNPAID BALANCE:    256,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,834.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.75078            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080016892               MORTGAGORS:        MURPHY, TERRANCE

                                                   MURPHY, BARBARA
                                            ADDRESS     :    121 BREMEN LANE
  MORTGAGE AMT:       357,600.00            CITY               MCMURRAY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               PA   15317
  UNPAID BALANCE:    357,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,439.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080017353               MORTGAGORS:        FATEMI, ALI

                                                   FATEMI, LAURA
                                            ADDRESS     :    2425 N ORCHARD STREET
  MORTGAGE AMT:       416,000.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               IL   60614
  UNPAID BALANCE:    416,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,767.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080017437               MORTGAGORS:        FICHTER, BRUCE

                                                   FICHTER, SHALEEN
                                            ADDRESS     :    1750 STOCTON ROAD
  MORTGAGE AMT:       275,000.00            CITY               ABINGTON TO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               PA   19046
  UNPAID BALANCE:    275,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,738.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.33333            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080017981               MORTGAGORS:        DAVIS,, BENTON

                                                   DAVIS, STEPHANIE
                                            ADDRESS     :    9493 E SHANGRI LA ROAD
  MORTGAGE AMT:       420,000.00            CITY               Scottsdale
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               AZ   85260
  UNPAID BALANCE:    420,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,829.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080018203               MORTGAGORS:        CULBERT, PATRICK

                                                   CULBERT, MELANIE
                                            ADDRESS     :    2971 MEDFORD DRIVE
  MORTGAGE AMT:       195,244.00            CITY               DUMFRIES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   22026
  UNPAID BALANCE:    195,244.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,282.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99967            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080018526               MORTGAGORS:        BYERS, GARY

                                                   BYERS, DEBBIE
                                            ADDRESS     :    22493 E WEAVER DRIVE
  MORTGAGE AMT:       282,200.00            CITY               AURORA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CO   80016
  UNPAID BALANCE:    282,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,973.18            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.98485            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080018948               MORTGAGORS:        NAGLE, PETER

                                                   NAGLE, MARGARET
                                            ADDRESS     :    6306 N LOUISE
  MORTGAGE AMT:       344,000.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60646
  UNPAID BALANCE:    344,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,317.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080019151               MORTGAGORS:        WILEY, JAMES

                                                   WILEY, SAYLOR
                                            ADDRESS     :    108 MAGNOLIA
  MORTGAGE AMT:       300,000.00            CITY               SANTA ROSA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               FL   32459
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,995.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080019417               MORTGAGORS:        FINK, KATHLEEN

                                                   KESTENBAUM, MATTHEW
                                            ADDRESS     :    14102 BLUE ASH WAY
  MORTGAGE AMT:       343,650.00            CITY               ROCKVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   20850
  UNPAID BALANCE:    343,650.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,286.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98464            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080019490               MORTGAGORS:        SLADEK, EDWARD

                                                   SLADEK, MARISA
                                            ADDRESS     :    9568 INDIGO BRUSH
  MORTGAGE AMT:       269,900.00            CITY               AUSTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               TX   78734
  UNPAID BALANCE:    269,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,864.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98767            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080019698               MORTGAGORS:        GRAMLING, ANDREW

                                                   GRAMLING, JENNIFER
                                            ADDRESS     :    10893 E. SOUTHWIND LANE
  MORTGAGE AMT:       437,000.00            CITY               Scottsdale
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               AZ   85262
  UNPAID BALANCE:    437,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,944.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.92000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080020043               MORTGAGORS:        CHERBINI, JOHN
                                            ADDRESS     :    8602 DIXIE PLACE
  MORTGAGE AMT:       492,000.00            CITY               MC LEAN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   22102
  UNPAID BALANCE:    492,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,314.70            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080021496               MORTGAGORS:        NOROTSKY, MITCHELL

                                                   NOROTSKY, DEBORAH
                                            ADDRESS     :    284 FOUR SISTERS RD
  MORTGAGE AMT:       305,000.00            CITY               SOUTH BURLI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               VT   05403
  UNPAID BALANCE:    305,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,978.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.92558            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080022049               MORTGAGORS:        OROSZ, WILLIAM
                                                   Orosz, Jodie

                                                   OROSZ, JODY
                                            ADDRESS     :    1972 BRIDGEWATER DRIVE
  MORTGAGE AMT:       600,000.00            CITY               HEATHROW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               FL   32746
  UNPAID BALANCE:    600,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,941.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.57143            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080022163               MORTGAGORS:        BEGIN, RAYMOND

                                                   BEGIN, PAMELA
                                            ADDRESS     :    8 CHESTNUT STREET
  MORTGAGE AMT:       359,000.00            CITY               WINDHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NH   03087
  UNPAID BALANCE:    359,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,418.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.94781            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080024664               MORTGAGORS:        PORTA, NICOLAS

                                                   PORTA, MICHELE
                                            ADDRESS     :    134 LINDEN AVENUE
  MORTGAGE AMT:       327,600.00            CITY               GLENCOE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60022
  UNPAID BALANCE:    327,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,207.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080025877               MORTGAGORS:        B HETHERINGT, ROBERT

                                                   HETHERINGTON, MARLENA
                                            ADDRESS     :    16405 UPBROOK COURT
  MORTGAGE AMT:       371,600.00            CITY               ROCKVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MD   20847
  UNPAID BALANCE:    371,302.840            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,503.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99053            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080026073               MORTGAGORS:        READ, JOHN

                                                   READ, SANDA
                                            ADDRESS     :    6432 PRESWICK DRIVE
  MORTGAGE AMT:       289,800.00            CITY               CLARKSVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   21029
  UNPAID BALANCE:    289,562.450            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,928.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.86903            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080026115               MORTGAGORS:        ROTHENBERGER, FRED
                                            ADDRESS     :    717 HEATH COURT
  MORTGAGE AMT:       380,300.00            CITY               WESTMONT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               IL   60559
  UNPAID BALANCE:    380,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,594.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99442            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080026354               MORTGAGORS:        RADIE, ROBERT

                                                   RADIE, JOANNE
                                            ADDRESS     :    513 ANTHONY'S DRIVE
  MORTGAGE AMT:       300,000.00            CITY               EXTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               PA   19341
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,896.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.63000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080026503               MORTGAGORS:        KOVACH, EDWARD

                                                   KOVACH, SUSAN
                                            ADDRESS     :    2454 SARANAC LANE
  MORTGAGE AMT:       295,000.00            CITY               GLENVIEW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60025
  UNPAID BALANCE:    295,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,987.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.29213            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080027477               MORTGAGORS:        ROSEMAN, ROBERT

                                                   ROSEMAN, CAREY
                                            ADDRESS     :    830 SUMMIT ROAD
  MORTGAGE AMT:       650,000.00            CITY               PENN VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               PA   19072
  UNPAID BALANCE:    650,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,379.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.09091            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080027618               MORTGAGORS:        STREIGHTIFF, JOEL

                                                   STREIGHTIFF, JESSICA
                                            ADDRESS     :    210 N WISNER STREET
  MORTGAGE AMT:       265,000.00            CITY               PARK RIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               IL   60068
  UNPAID BALANCE:    265,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,763.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.08163            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080027881               MORTGAGORS:        ROSTAD, JEFF

                                                   ROSTAD, LISA
                                            ADDRESS     :    8187 WIND DANCER DR
  MORTGAGE AMT:       179,600.00            CITY               GERMANTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               OH   45327
  UNPAID BALANCE:    179,459.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,225.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080027915               MORTGAGORS:        STRANG, GARRETT

                                                   STRANG, BARBARA
                                            ADDRESS     :    605 HIGHWOOD ROAD
  MORTGAGE AMT:       135,000.00            CITY               SOUTHOLD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NY   11971
  UNPAID BALANCE:    135,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            932.41            ANNUAL RATE ADJUST:      0.000
  LTV :                 57.44681            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080027931               MORTGAGORS:        ZELLEY, FREDERICK

                                                   ZELLEY, PATRICIA
                                            ADDRESS     :    89 MEADOWBROOK ROAD
  MORTGAGE AMT:       355,500.00            CITY               RANDOLPH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   07869
  UNPAID BALANCE:    355,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,395.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080028053               MORTGAGORS:        HOLMES, THEODORE

                                                   HOLMES, PAULA
                                            ADDRESS     :    16547 KLAMATH COURT
  MORTGAGE AMT:       284,000.00            CITY               LAKEVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MN   55044
  UNPAID BALANCE:    284,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,937.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.17391            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080028186               MORTGAGORS:        SPITZ, STEVEN
                                                   SPITZ, JUDITH

                                                   SPITZ, JUDITH
                                            ADDRESS     :    5 TALL PINES DRIVE
  MORTGAGE AMT:       380,000.00            CITY               BEDFORD COR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   10549
  UNPAID BALANCE:    380,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,592.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.02804            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080028574               MORTGAGORS:        COKER, VIRGIL

                                                   COKER, SUSAN
                                            ADDRESS     :    3 OXFORD DRIVE
  MORTGAGE AMT:       368,000.00            CITY               LINCOLNSHIR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60069
  UNPAID BALANCE:    368,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,417.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080028632               MORTGAGORS:        PARKS, LOUIS

                                                   PARKS, HILDY
                                            ADDRESS     :    116 KETTLE CREEK ROAD
  MORTGAGE AMT:       452,000.00            CITY               WESTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CT   06883
  UNPAID BALANCE:    452,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,045.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080029077               MORTGAGORS:        SULLIVAN, ANNE
                                            ADDRESS     :    2 LAKEWOOD ROAD
  MORTGAGE AMT:       295,000.00            CITY               WINDHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               NH   03087
  UNPAID BALANCE:    295,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,888.92            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.95122            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080029176               MORTGAGORS:        KING, MICHAEL

                                                   KING, ANN
                                            ADDRESS     :    16 HOPPER FARM ROAD
  MORTGAGE AMT:       470,000.00            CITY               UPPER SADDL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   07458
  UNPAID BALANCE:    470,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,166.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.04918            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080029267               MORTGAGORS:        PEARCE, RICHARD

                                                   PEARCE, ELIZABETH
                                            ADDRESS     :    1441 CENTRE STREET
  MORTGAGE AMT:       374,250.00            CITY               NEWTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MA   02459
  UNPAID BALANCE:    374,250.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,616.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080029283               MORTGAGORS:        KEARNS, KEVIN

                                                   KEARNS, DONNA
                                            ADDRESS     :    16 (LOT 69) CREEK DRIVE
  MORTGAGE AMT:       412,000.00            CITY               NORFOLK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MA   02056
  UNPAID BALANCE:    412,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,880.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080029309               MORTGAGORS:        MULLIN JR, ROBERT

                                                   SINGER, KAREN
                                            ADDRESS     :    110 HIGHLAND STREET
  MORTGAGE AMT:       540,000.00            CITY               NEWTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02465
  UNPAID BALANCE:    540,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,683.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.48276            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080029671               MORTGAGORS:        WALTER, DENISE

                                                   WALTER, KENNETH
                                            ADDRESS     :    2007-10TH AVENUE EAST
  MORTGAGE AMT:       369,000.00            CITY               SEATTLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               WA   98102
  UNPAID BALANCE:    368,712.150            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,517.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080029879               MORTGAGORS:        MCLAUGHLIN, JOHN

                                                   MCLAUGHLIN, MERRILY
                                            ADDRESS     :    2145 JEP WHEELER ROAD
  MORTGAGE AMT:       410,000.00            CITY               WOODSTOCK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               GA   30188
  UNPAID BALANCE:    410,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,727.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.84615            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080030034               MORTGAGORS:        TIM HOLDEN, C

                                                   HOLDEN, JOYCE
                                            ADDRESS     :    1401 BOWASPIRIT
  MORTGAGE AMT:       117,520.00            CITY               VOTAW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   77376
  UNPAID BALANCE:    117,426.020            OPTION TO CONVERT :      No
  MONTHLY P&I:            791.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080030091               MORTGAGORS:        NGUYEN, CHIEN

                                                   HOANG, NGOC
                                            ADDRESS     :    29005 NORTH IRONWOOD LANE
  MORTGAGE AMT:       300,000.00            CITY               SAUGUS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91350
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,021.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.93971            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080030208               MORTGAGORS:        DEVERMANN, ROBERT

                                                   DEVERMANN, NAN
                                            ADDRESS     :    1810 HICKORY LANE
  MORTGAGE AMT:       393,750.00            CITY               OSHKOSH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WI   54901
  UNPAID BALANCE:    393,435.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,652.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080030216               MORTGAGORS:        SUN, ALBERT

                                                   SUN, MARIA
                                            ADDRESS     :    4255 OAKWOOD AVENUE
  MORTGAGE AMT:       650,000.00            CITY               LA CANADA-FLINTRIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   91011
  UNPAID BALANCE:    650,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,544.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.22222            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080030455               MORTGAGORS:        BROADBENT, NANCY
                                            ADDRESS     :    2128 SUGAN ROAD
  MORTGAGE AMT:       565,000.00            CITY               NEW HOPE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               PA   18938
  UNPAID BALANCE:    565,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,854.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.06918            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080030596               MORTGAGORS:        SICA, RUSSEL
                                                   SICA, KELLY
                                                   SICA, KELLY
                                            ADDRESS     :    29 NOKOMIS DEIVE
  MORTGAGE AMT:       184,000.00            CITY               TRUMBULL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CT   06611
  UNPAID BALANCE:    184,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,286.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080031214               MORTGAGORS:        PAUL, MICHAEL

                                                   PAUL, AGNES
                                            ADDRESS     :    2900 NE BRAZEE COURT
  MORTGAGE AMT:       260,000.00            CITY               PORTLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               OR   97212
  UNPAID BALANCE:    259,792.080            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,751.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080031602               MORTGAGORS:        MORGAN, PAUL
                                            ADDRESS     :    72 CRESTVIEW CIRCLE
  MORTGAGE AMT:       266,750.00            CITY               CENTERVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   02632
  UNPAID BALANCE:    266,531.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,774.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.96627            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080031610               MORTGAGORS:        KEYZER, MICHAEL

                                                   KEYZER, DEBORAH
                                            ADDRESS     :    2719 GREENWOOD ROAD
  MORTGAGE AMT:       306,000.00            CITY               WOODSTOCK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60098
  UNPAID BALANCE:    306,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,010.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080031628               MORTGAGORS:        FORHECZ, THEODORE

                                                   FORHECZ, BETH
                                            ADDRESS     :    609 ACKERMAN AVENUE
  MORTGAGE AMT:       261,000.00            CITY               HO HO KUS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NJ   07423
  UNPAID BALANCE:    261,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,780.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.09091            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080032014               MORTGAGORS:        SMITH, 4258449798

                                                   WHITE, ERICH
                                            ADDRESS     :    23102 SE 448TH STREET
  MORTGAGE AMT:       308,000.00            CITY               ENUMCLAW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98022
  UNPAID BALANCE:    308,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,075.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080032360               MORTGAGORS:        IVERSON, DENNIS

                                                   IVERSON, DARCY
                                            ADDRESS     :    JUTLAND PLACE
  MORTGAGE AMT:       324,000.00            CITY               LAKEVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MN   55044
  UNPAID BALANCE:    324,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,155.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080032519               MORTGAGORS:        FLOREY, SYDNEY

                                                   FLOREY, NANCY
                                            ADDRESS     :    3 OLMSTEAD DRIVE
  MORTGAGE AMT:       345,000.00            CITY               HINGHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02043
  UNPAID BALANCE:    345,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,353.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 43.12500            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080032725               MORTGAGORS:        SCHEPISI, ANTHONY
                                            ADDRESS     :    1661 BAY BOULEVARD
  MORTGAGE AMT:       300,000.00            CITY               DOVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   08753
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,021.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080033301               MORTGAGORS:        RAY, KEVIN

                                                   RAY, LORINDA
                                            ADDRESS     :    20965 VIA CONTENTO
  MORTGAGE AMT:       335,000.00            CITY               YORBA LINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92886
  UNPAID BALANCE:    335,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,228.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.48402            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080033533               MORTGAGORS:        PHAN, HAI

                                                   PHAN, HALE
                                            ADDRESS     :    5 JORDANNA COURT
  MORTGAGE AMT:       350,000.00            CITY               BEDMINSTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   07921
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,358.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.03462            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080034440               MORTGAGORS:        SHERMAN, SCOTT

                                                   SHERMAN, LETA
                                            ADDRESS     :    12006 NAVY STREET
  MORTGAGE AMT:       307,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90066
  UNPAID BALANCE:    307,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,042.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.09524            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080034457               MORTGAGORS:        HAUCK, PATRICK

                                                   HAUCK, PAMELA
                                            ADDRESS     :    3 HUDSON COURT
  MORTGAGE AMT:       391,400.00            CITY               DOYLESTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               PA   18901
  UNPAID BALANCE:    391,079.170            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,604.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.99977            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080034903               MORTGAGORS:        ASHIN, PAUL

                                                   BENEDICT, CAROL
                                            ADDRESS     :    1302 NORTH NELSON STREET
  MORTGAGE AMT:       285,000.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               VA   22201
  UNPAID BALANCE:    285,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,968.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.16667            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080035488               MORTGAGORS:        LAROW, MARK

                                                   LAROW, MARY
                                            ADDRESS     :    BRITTENFORD DRIVE
  MORTGAGE AMT:       448,000.00            CITY               VIENNA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               VA   22182
  UNPAID BALANCE:    448,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,794.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080035579               MORTGAGORS:        MCKENNA, JOHN

                                                   BUCCI, LINDA
                                            ADDRESS     :    11 IRELAND ROAD
  MORTGAGE AMT:       209,650.00            CITY               NEWTON CENT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   02459
  UNPAID BALANCE:    209,650.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,377.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 42.78571            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080035587               MORTGAGORS:        PEREDA, JULIO
                                            ADDRESS     :    631 QUAIL COVEY ROAD
  MORTGAGE AMT:       425,600.00            CITY               HENDERSON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NV   89015
  UNPAID BALANCE:    425,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,903.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080035868               MORTGAGORS:        FERRARE, GINO

                                                   FERRARE, LISA
                                            ADDRESS     :    350 CAPRI DRIVE
  MORTGAGE AMT:       370,000.00            CITY               SIMI VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   93065
  UNPAID BALANCE:    370,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,430.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.27273            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080035918               MORTGAGORS:        BELLISSIMO, THOMAS

                                                   BELLISSIMO, MARGARET
                                            ADDRESS     :    15770 SANDY OAK LANE
  MORTGAGE AMT:       304,000.00            CITY               SANTA CLARI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91350
  UNPAID BALANCE:    303,744.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,997.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.25926            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080035942               MORTGAGORS:        TRAN, CHI

                                                   HOANG, TRAM
                                            ADDRESS     :    22772 SKYVIEW WAY
  MORTGAGE AMT:       350,000.00            CITY               LAGUNA BEAC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92677
  UNPAID BALANCE:    349,720.110            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,358.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 31.19430            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080035959               MORTGAGORS:        DEAN, STEPHEN

                                                   DEAN, LINDA
                                            ADDRESS     :    2092 INNSFAIL DRIVE
  MORTGAGE AMT:       323,000.00            CITY               SNELLVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               GA   30078
  UNPAID BALANCE:    322,735.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,148.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.11538            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080036171               MORTGAGORS:        ZEHNER, RICK

                                                   ZEHNER, ROSALIE
                                            ADDRESS     :    203 W. Ravine Bay
  MORTGAGE AMT:       320,000.00            CITY               BAYSIDE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               WI   53217
  UNPAID BALANCE:    320,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080036437               MORTGAGORS:        STENBERG, PAUL
                                                   Stenberg, madeline

                                                   STENBERG, MADELINE
                                            ADDRESS     :    80 mayo Ave.
  MORTGAGE AMT:       376,500.00            CITY               NEEDHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MA   02492
  UNPAID BALANCE:    376,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,600.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.45455            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080037344               MORTGAGORS:        SKAPARIS, PATRICIA

                                                   KONIARIS, SAM
                                            ADDRESS     :    96 WOODHILL ROAD
  MORTGAGE AMT:       261,000.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NY   11743
  UNPAID BALANCE:    261,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,736.44            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080037369               MORTGAGORS:        PIERCE, LAWRENCE

                                                   PIERCE, JAYNE
                                            ADDRESS     :    4938 HIGHWAY 53
  MORTGAGE AMT:       352,000.00            CITY               HARVEST
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               AL   35749
  UNPAID BALANCE:    352,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,341.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080037740               MORTGAGORS:        SAUNDERS, GARRETT
                                                   SAUNDERS, SANDRA

                                                   SAUNDERS, SANDRA
                                            ADDRESS     :    536-536B LAIDLEY ST.
  MORTGAGE AMT:       412,500.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   94131
  UNPAID BALANCE:    411,263.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,884.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           02/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080037807               MORTGAGORS:        Lee, Jerry

                                                   LEE, KANDACE
                                            ADDRESS     :    16 Old Tram Rd
  MORTGAGE AMT:       400,000.00            CITY               Moultrie
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               GA   31768
  UNPAID BALANCE:    399,374.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,728.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.80000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080039571               MORTGAGORS:        LARMORE, JONATHAN
                                            ADDRESS     :    2626 E. ARIZONA BILTMORE
  MORTGAGE AMT:       288,000.00            CITY               PHOENIX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               AZ   85016
  UNPAID BALANCE:    287,769.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,940.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080040132               MORTGAGORS:        MICHALEWSKY, MARC

                                                   MICHALEWSKY, ROXANNE
                                            ADDRESS     :    24 OAK LANE
  MORTGAGE AMT:       275,000.00            CITY               WAYNE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NJ   07470
  UNPAID BALANCE:    275,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,899.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.28103            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080041817               MORTGAGORS:        RESNGIT, GREGORIO

                                                   MUNOZ, MYRNA
                                            ADDRESS     :    551 BIRDSONG STREET
  MORTGAGE AMT:       284,050.00            CITY               GILROY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95020
  UNPAID BALANCE:    283,839.190            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,986.12            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080041890               MORTGAGORS:        DOUGHTY, RALPH

                                                   DOUGHTY, BARBARA
                                            ADDRESS     :    1468 NORTH PORTSMOUTH CIR
  MORTGAGE AMT:       302,800.00            CITY               ORANGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92869
  UNPAID BALANCE:    302,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,140.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.85366            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/24
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080042054               MORTGAGORS:        TOWNSEND, JAMES

                                                   TRETT, TRENDA
                                            ADDRESS     :    1608 WEST COLORADO BOULEV
  MORTGAGE AMT:       374,000.00            CITY               DALLAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               TX   75208
  UNPAID BALANCE:    374,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,615.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080042245               MORTGAGORS:        FOTTRELL, JOHN
                                            ADDRESS     :    1502 WEST AVENUE
  MORTGAGE AMT:       267,300.00            CITY               RICHMOND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   23220
  UNPAID BALANCE:    267,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,800.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080042518               MORTGAGORS:        OSBORN, CHESLEY

                                                   OSBORN, BEVERLY
                                            ADDRESS     :    45 FAIRVIEW STREET
  MORTGAGE AMT:       260,900.00            CITY               HINGHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MA   02043
  UNPAID BALANCE:    260,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,801.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.99655            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080042609               MORTGAGORS:        LEACOCK, ROBERT
                                            ADDRESS     :    ROBERT LEACOCK
  MORTGAGE AMT:       562,500.00            CITY               BEDFORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               NY   10506
  UNPAID BALANCE:    562,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,193.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/19
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080044035               MORTGAGORS:        SMITH, ROBERT

                                                   SMITH, SAMANTHA
                                            ADDRESS     :    11348 NORTHEAST 90TH STRE
  MORTGAGE AMT:       278,350.00            CITY               KIRKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               WA   98033
  UNPAID BALANCE:    278,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,898.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080044159               MORTGAGORS:        TABOR, LANORA

                                                   TABOR, JOHN
                                            ADDRESS     :    2425 SHARON RD
  MORTGAGE AMT:       300,000.00            CITY               CHARLOTTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NC   28211
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,970.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.76744            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080044191               MORTGAGORS:        COX, SCOTT

                                                   COX, PATRICIA
                                            ADDRESS     :    1930 MANOR MILL ROAD
  MORTGAGE AMT:       308,000.00            CITY               CHARLOTTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NC   28226
  UNPAID BALANCE:    308,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,049.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080044340               MORTGAGORS:        BROYLES, STEPHEN

                                                   BROYLES, TINA
                                            ADDRESS     :    1205 UTOPIA PLACE
  MORTGAGE AMT:       391,450.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   95127
  UNPAID BALANCE:    391,121.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,571.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.37215            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080044464               MORTGAGORS:        THOMPSON, LINDA
                                            ADDRESS     :    1107 CHALLEDON COURT
  MORTGAGE AMT:       332,000.00            CITY               GREAT FALLS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   22066
  UNPAID BALANCE:    332,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,236.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080045511               MORTGAGORS:        LAMBRIGHT, STEVE

                                                   LAMBRIGHT, MICHELLE
                                            ADDRESS     :    20831 GLENCAIRN LANE
  MORTGAGE AMT:       245,700.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92646
  UNPAID BALANCE:    245,700.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,676.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080045578               MORTGAGORS:        MINKS, DANNY

                                                   MINKS, JOBETH
                                            ADDRESS     :    2093 EAST FINLEY STREET
  MORTGAGE AMT:       252,700.00            CITY               GILBERT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               AZ   85296
  UNPAID BALANCE:    252,700.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,702.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.99320            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080045586               MORTGAGORS:        MORRISON, DENNIS

                                                   CALCAGNINI, MARY
                                            ADDRESS     :    3036 FERNCREST PLACE
  MORTGAGE AMT:       281,050.00            CITY               THOUSAND OA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91362
  UNPAID BALANCE:    280,825.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,893.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99169            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080046287               MORTGAGORS:        LOO, TERRY

                                                   LOO, ALLISON
                                            ADDRESS     :    781 ROSCOE STREET
  MORTGAGE AMT:       252,000.00            CITY               BREA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92821
  UNPAID BALANCE:    252,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,762.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080046683               MORTGAGORS:        PARK, YOUNG

                                                   PARK, JUNG
                                            ADDRESS     :    45 SAN LEANDRO WAY
  MORTGAGE AMT:       500,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   94127
  UNPAID BALANCE:    500,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,538.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.52381            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080046774               MORTGAGORS:        WHITE, RICHARD

                                                   WHITE, SUSAN
                                            ADDRESS     :    10 BROMLEY COURT
  MORTGAGE AMT:       340,000.00            CITY               MORGANVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               NJ   07751
  UNPAID BALANCE:    339,747.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,377.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080048150               MORTGAGORS:        HY TRAN, ALVIN
                                                   TRAN, MANH
                                                   TRAN, DANA
                                                   NGHEU TRAN, DAISY
                                            ADDRESS     :    389 LISBON STREET
  MORTGAGE AMT:       338,400.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   94112
  UNPAID BALANCE:    338,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,166.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080048853               MORTGAGORS:        HATTESOHL, JOSEPH
                                                   hattesohl, hope

                                                   HATTESOHL, HOPE
                                            ADDRESS     :    16 SUGARBUSH
  MORTGAGE AMT:       298,000.00            CITY               ALISO VIEJO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92656
  UNPAID BALANCE:    297,755.730            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,982.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.44304            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080048960               MORTGAGORS:        HOBSON, THURMAN

                                                   HOBSON, LAURA
                                            ADDRESS     :    7537 BAY LAUREL COURT
  MORTGAGE AMT:       419,900.00            CITY               DUBLIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94568
  UNPAID BALANCE:    419,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,828.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99619            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080049844               MORTGAGORS:        CAPUTO, ALFRED
                                                   CAPUTO, JANE

                                                   CAPUTO, JANE
                                            ADDRESS     :    6307 TILDEN LANE
  MORTGAGE AMT:       333,000.00            CITY               ROCKVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   20852
  UNPAID BALANCE:    333,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,215.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080049943               MORTGAGORS:        MCCLANE, MICHAEL

                                                   MCCLANE, LYDIA
                                            ADDRESS     :    13948 LAREDO LANE
  MORTGAGE AMT:       455,100.00            CITY               CHINO HILLS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91709
  UNPAID BALANCE:    455,100.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,989.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.84211            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080050156               MORTGAGORS:        MULLIN, BRIAN
                                            ADDRESS     :    1762 Notchbrook Rd.
  MORTGAGE AMT:       300,000.00            CITY               STOWE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               VT   05672
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,046.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.41573            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080050420               MORTGAGORS:        STRICKLER, MARK

                                                   STRICKLER, MILDRED
                                            ADDRESS     :    9925 ASTER CIRCLE
  MORTGAGE AMT:       294,400.00            CITY               FOUNTAIN VA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92708
  UNPAID BALANCE:    294,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,033.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080050537               MORTGAGORS:        PINKETT, JEROME

                                                   MCLAUGHLIN, JEFFREY
                                            ADDRESS     :    15640 BAYPOINT AVENUE
  MORTGAGE AMT:       316,350.00            CITY               SAN LEANDRO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94579
  UNPAID BALANCE:    316,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,184.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99747            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080050560               MORTGAGORS:        SANDERS, DENNIS

                                                   O'BRIEN, MARY
                                            ADDRESS     :    441 ORDWAY SHORE ROAD
  MORTGAGE AMT:       650,000.00            CITY               SHELBURNE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               VT   05482
  UNPAID BALANCE:    650,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,544.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.78788            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080051253               MORTGAGORS:        HONEYCUTT, MICHAEL

                                                   P  HONEYCUTT, DANA
                                            ADDRESS     :    7863 EAST LAKESHORE DRIVE
  MORTGAGE AMT:       319,500.00            CITY               PARKER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CO   80134
  UNPAID BALANCE:    319,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,098.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080051642               MORTGAGORS:        GREGORY, NICHOLAS

                                                   GREGORY, ATHENA
                                            ADDRESS     :    127 TAYMIL ROAD
  MORTGAGE AMT:       500,000.00            CITY               NEW ROCHELL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               NY   10804
  UNPAID BALANCE:    500,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,625.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.36508            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080052954               MORTGAGORS:        MALDONADO, TEODORO
                                            ADDRESS     :    13 EQUESTRIAN RIDGE ROAD
  MORTGAGE AMT:       479,650.00            CITY               NEWTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CT   06470
  UNPAID BALANCE:    479,266.420            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,231.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.59767            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080053168               MORTGAGORS:        DIMEO, BRADFORD

                                                   DIMEO, KIMBERLY
                                            ADDRESS     :    140 NAYATT ROAD
  MORTGAGE AMT:       600,000.00            CITY               BARRINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               RI   02806
  UNPAID BALANCE:    600,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,144.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.94737            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080053440               MORTGAGORS:        THUE, JEFFREY
                                            ADDRESS     :    228 28th Place Nos. 1 & 2
  MORTGAGE AMT:       432,000.00            CITY               MANHATTAN B
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90266
  UNPAID BALANCE:    432,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,910.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.13043            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080053705               MORTGAGORS:        REEDER, ROBERT

                                                   MILLER, SUSAN
                                            ADDRESS     :    5056 EAST ACOMA ROAD
  MORTGAGE AMT:       270,400.00            CITY               RENO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NV   89511
  UNPAID BALANCE:    270,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,821.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.88183            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080053812               MORTGAGORS:        KANESHIRO, WESLEY

                                                   KANESHIRO, DIANE
                                            ADDRESS     :    17028 TAYLOR COURT
  MORTGAGE AMT:       276,000.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90504
  UNPAID BALANCE:    276,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,859.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080054166               MORTGAGORS:        CURTIS, WILLIAM

                                                   CURTIS, CHONG
                                            ADDRESS     :    22484 E WEAVER DRIVE
  MORTGAGE AMT:       263,000.00            CITY               AURORA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CO   80016
  UNPAID BALANCE:    263,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,727.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.26343            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080054232               MORTGAGORS:        TEMPLE, JOHN
                                            ADDRESS     :    1213 4TH AVE WEST
  MORTGAGE AMT:       562,500.00            CITY               SEATTLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               WA   98119
  UNPAID BALANCE:    562,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,555.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080054323               MORTGAGORS:        KLEINSMITH, KAREN

                                                   BURCHELL, MATTHEW
                                            ADDRESS     :    13029 NORTHEAST 70TH DRIV
  MORTGAGE AMT:       293,000.00            CITY               KIRKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98033
  UNPAID BALANCE:    292,765.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,974.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.32931            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080054489               MORTGAGORS:        HAYES, STEVEN

                                                   HAYES, HELEN
                                            ADDRESS     :    2124  E 5TH ST.Street
  MORTGAGE AMT:       284,000.00            CITY               CHARLOTTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NC   28204
  UNPAID BALANCE:    283,778.450            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,937.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080054943               MORTGAGORS:        DESANTIS, JOSEPH

                                                   DESANTIS, THERESA
                                            ADDRESS     :    25 COPPER KETTLE ROAD
  MORTGAGE AMT:       280,000.00            CITY               TRUMBULL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CT   06611
  UNPAID BALANCE:    280,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,910.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.87324            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080055346               MORTGAGORS:        DAWES, SHARON
                                            ADDRESS     :    5169 RABENECK WAY
  MORTGAGE AMT:       135,000.00            CITY               FAIR OAKS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   95628
  UNPAID BALANCE:    134,907.100            OPTION TO CONVERT :      No
  MONTHLY P&I:            978.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.73684            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080056062               MORTGAGORS:        KASTENS, JAMES

                                                   KASTENS, ANITA
                                            ADDRESS     :    8820 E. Heatherwood Road
  MORTGAGE AMT:       259,850.00            CITY               ANAHEIM HIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92808
  UNPAID BALANCE:    259,412.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,707.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.98542            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080056070               MORTGAGORS:        PONTO, ROBERT

                                                   PONTO, DENISE
                                            ADDRESS     :    550 EMERSON STREET
  MORTGAGE AMT:       265,000.00            CITY               UPLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91784
  UNPAID BALANCE:    265,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,740.86            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.10448            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080056179               MORTGAGORS:        ODENCE FORD, MARION

                                                   FORD, RAYMOND
                                            ADDRESS     :    25 VINCENT STREET
  MORTGAGE AMT:       277,500.00            CITY               CAMBRIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02138
  UNPAID BALANCE:    277,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,893.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.50000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080056898               MORTGAGORS:        DE PASS, ERNEST

                                                   DE PASS, CATHERINE
                                            ADDRESS     :    4980 PADRE AVENUE
  MORTGAGE AMT:       346,500.00            CITY               RANCHO CUCA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91739
  UNPAID BALANCE:    346,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,276.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080056922               MORTGAGORS:        BLACK, RODNEY
                                            ADDRESS     :    1562 BEECHCREEK ROAD
  MORTGAGE AMT:       423,500.00            CITY               LEXINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               SC   29072
  UNPAID BALANCE:    423,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,961.18            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080056930               MORTGAGORS:        BLANCHARD, DAVID

                                                   BLANCHARD, CHERYL
                                            ADDRESS     :    3131 BRIAR LANE
  MORTGAGE AMT:       254,700.00            CITY               SOUTHLAKE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               TX   76092
  UNPAID BALANCE:    254,700.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,759.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080057037               MORTGAGORS:        HALABI, HOUSSAM

                                                   HALABI, CHRISTINE
                                            ADDRESS     :    240 Round Hill DR.
  MORTGAGE AMT:       336,000.00            CITY               FREEHOLD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   07728
  UNPAID BALANCE:    336,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,263.70            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080058076               MORTGAGORS:        RUBIN, GARY

                                                   RUBIN, MARY
                                            ADDRESS     :    69 ST BOTOLPH STREET #2
  MORTGAGE AMT:       325,000.00            CITY               BOSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MA   02116
  UNPAID BALANCE:    325,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,618.18            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.08475            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/19
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:105
  --------------------------------------------------------------------------------

  LN # 0080058308               MORTGAGORS:        NEARON, DAVID
                                                   NEARON, LINDA
                                                   NEARON, DAVID
                                                   NEARON, TIFFANY
                                            ADDRESS     :    105 FAIRVIEW COURT
  MORTGAGE AMT:       459,000.00            CITY               DANVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94526
  UNPAID BALANCE:    459,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,131.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.83333            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080059132               MORTGAGORS:        MASOUMI, MIKE

                                                   MASOUMI, MARJON
                                            ADDRESS     :    1771 WEST HACIENDA AVENUE
  MORTGAGE AMT:       400,000.00            CITY               CAMPBELL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.62500                               CA   95008
  UNPAID BALANCE:    400,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,111.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.69128            OUTSIDE CONV DATE:
  CURRENT INT           8.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080059454               MORTGAGORS:        HILLIAN, JERIMIAH
                                            ADDRESS     :    14309 JASON WOOD COURT
  MORTGAGE AMT:       308,800.00            CITY               BOWIE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   20721
  UNPAID BALANCE:    308,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,054.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080059462               MORTGAGORS:        BUETTNER, BEVERELY
                                            ADDRESS     :    1685 TANGLEWOOD DRIVE
  MORTGAGE AMT:       162,500.00            CITY               SAN LUIS OB
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   93401
  UNPAID BALANCE:    162,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,094.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.01031            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080060585               MORTGAGORS:        THOMAS, HYWEL

                                                   VAZ, ELIZABETH
                                            ADDRESS     :    7 AUDUBON RD
  MORTGAGE AMT:       419,200.00            CITY               WELLESLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MA   02481
  UNPAID BALANCE:    419,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,824.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080060916               MORTGAGORS:        COATS, THOMAS

                                                   COATS, NANCY
                                            ADDRESS     :    329 SLEEPY HOLLOW COURT
  MORTGAGE AMT:       285,000.00            CITY               AMBLER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               PA   19002
  UNPAID BALANCE:    284,748.550            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,824.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.27737            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080061021               MORTGAGORS:        PIERZ, JOHN
                                            ADDRESS     :    2901 Boston Street  #506
  MORTGAGE AMT:       300,000.00            CITY               BALTIMORE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MD   21224
  UNPAID BALANCE:    299,777.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,097.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080061062               MORTGAGORS:        NIETHOLD, CHARLES

                                                   NIETHOLD, DOROTHEA
                                            ADDRESS     :    308 CRESTVIEW AVENUE
  MORTGAGE AMT:       278,000.00            CITY               MARTINEZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94553
  UNPAID BALANCE:    277,777.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,872.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080061377               MORTGAGORS:        SEGURA, SERGIO

                                                   SEGURA, SYLVIA
                                            ADDRESS     :    29927 RED MAPLE COURT
  MORTGAGE AMT:       371,000.00            CITY               HAYWARD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94544
  UNPAID BALANCE:    370,710.590            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,530.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99189            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080061609               MORTGAGORS:        KEPPEL, ROBERT

                                                   KEPPEL, KRISTIN
                                            ADDRESS     :    1658 BURGESS DRIVE
  MORTGAGE AMT:       348,350.00            CITY               ROSEVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95747
  UNPAID BALANCE:    348,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,376.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99928            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080061617               MORTGAGORS:        BROUCEK, WILLIAM
                                                   BROUCEK, SANDRA
                                                   BROUCEK, SANDRA
                                                   BROUCEK, SANDRA
                                            ADDRESS     :    18765 GRASS LAKE ROAD
  MORTGAGE AMT:       350,000.00            CITY               MANCHESTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MI   48158
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,387.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.33333            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080064546               MORTGAGORS:        CARROLL, JOHN

                                                   MC DONALD, DANIEL
                                            ADDRESS     :    1750 BRIGHTON DRIVE
  MORTGAGE AMT:       249,600.00            CITY               HOLLISTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   95023
  UNPAID BALANCE:    249,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,766.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080064678               MORTGAGORS:        BURT, CINDY
                                            ADDRESS     :    324 EAST GOLDEN PHEASANT
  MORTGAGE AMT:       255,200.00            CITY               DRAPER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               UT   84020
  UNPAID BALANCE:    255,005.820            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,762.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080064769               MORTGAGORS:        OBRIEN, KATHLEEN
                                            ADDRESS     :    8 BEDFORD DRIVE
  MORTGAGE AMT:       312,000.00            CITY               BASKING RID
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NJ   07920
  UNPAID BALANCE:    312,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,049.62            ANNUAL RATE ADJUST:      0.000\  LTV :
67.65181            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080064801               MORTGAGORS:        RIGALI, RICHARD

                                                   RIGALI, SHARON
                                            ADDRESS     :    1768 CATTAIL MEADOWS DRIV
  MORTGAGE AMT:       314,300.00            CITY               WOODBINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MD   21797
  UNPAID BALANCE:    314,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,038.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.80000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080064850               MORTGAGORS:        KURTH, MARC

                                                   KURTH, STACEY
                                            ADDRESS     :    186 VASHON STREET
  MORTGAGE AMT:       267,750.00            CITY               MORRO BAY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   93442
  UNPAID BALANCE:    267,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,803.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080065402               MORTGAGORS:        HOPKINS, EUGENE

                                                   HOPKINS, BARBARA
                                            ADDRESS     :    4709 N DELHI
  MORTGAGE AMT:       304,000.00            CITY               ANN ARBOR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MI   48103
  UNPAID BALANCE:    304,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,997.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080065410               MORTGAGORS:        LUCEK, PAUL
                                            ADDRESS     :    46 MURRAY HILL ROAD
  MORTGAGE AMT:     1,500,000.00            CITY               SCARSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               NY   10583
  UNPAID BALANCE:     1,500,000.            OPTION TO CONVERT :      No
                             000
  MONTHLY P&I:         10,616.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.18182            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:103
  --------------------------------------------------------------------------------

  LN # 0080067085               MORTGAGORS:        CAWLEY, MEGAN

                                                   STRAKER, TERRY
                                            ADDRESS     :    1536 LAKE AVENUE
  MORTGAGE AMT:       400,000.00            CITY               WILMETTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               IL   60091
  UNPAID BALANCE:    400,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,762.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.79661            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080067135               MORTGAGORS:        KUMAR, AKHILESH

                                                   SINGH, AMITA
                                            ADDRESS     :    1256 REMBRANDT DRIVE
  MORTGAGE AMT:       366,000.00            CITY               SUNNYVALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94087
  UNPAID BALANCE:    366,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,435.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.93939            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080067390               MORTGAGORS:        LYMAN, RICK

                                                   LYMAN, TAMRA
                                            ADDRESS     :    3446 HAZELNUT COURT
  MORTGAGE AMT:       338,400.00            CITY               SIMI VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   93065
  UNPAID BALANCE:    338,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,279.86            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99565            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080068141               MORTGAGORS:        DEFLECE, MARY

                                                   LIPOFF, LAWRENCE
                                            ADDRESS     :    803 ALBURY COURT
  MORTGAGE AMT:       412,000.00            CITY               MOORESTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NJ   08057
  UNPAID BALANCE:    412,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,810.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080068307               MORTGAGORS:        DOUGHERTY, EDWARD

                                                   DOUGHERTY, MARCIA
                                            ADDRESS     :    512 NORTH TUCKER PLACE
  MORTGAGE AMT:       268,000.00            CITY               PLACENTIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92870
  UNPAID BALANCE:    268,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,760.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080068372               MORTGAGORS:        IKEDA, ERIC

                                                   IKEDA, DELIA
                                            ADDRESS     :    6445 ALTAMAR CIRCLE
  MORTGAGE AMT:       256,731.00            CITY               LIVERMORE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94550
  UNPAID BALANCE:    256,329.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,751.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99994            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080068562               MORTGAGORS:        SOLLIDAY, KEVIN

                                                   SOLLIDAY, AMY
                                            ADDRESS     :    677 RHODE ISLAND STREET
  MORTGAGE AMT:       468,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   94107
  UNPAID BALANCE:    468,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,393.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080068919               MORTGAGORS:        FLEMING, ALAN
                                            ADDRESS     :    47 VISTA COURT
  MORTGAGE AMT:       409,000.00            CITY               CRESTED BUT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CO   81224
  UNPAID BALANCE:    409,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,859.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.14706            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080069156               MORTGAGORS:        MALAWI, HILAL

                                                   CHA, KYUNG HEE
                                            ADDRESS     :    11910 BRISTOL MANOR COURT
  MORTGAGE AMT:       252,250.00            CITY               NORTH BETHE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   20852
  UNPAID BALANCE:    252,043.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,678.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99049            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080069420               MORTGAGORS:        DESCHAMPS, NOEL
                                            ADDRESS     :    4 BANQUO BRAE ROAD
  MORTGAGE AMT:       279,200.00            CITY               BROOKFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               CT   06804
  UNPAID BALANCE:    279,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,000.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080069529               MORTGAGORS:        FORTUNA, MAXAMILIAN

                                                   FORTUNA, PATRICIA
                                            ADDRESS     :    10091 SOUTH HEYWOOD LANE
  MORTGAGE AMT:       271,300.00            CITY               HIGHLANDS R
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80126
  UNPAID BALANCE:    271,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,804.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.98302            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080069669               MORTGAGORS:        TONDI, GENEVIEVE
                                            ADDRESS     :    1305 NORTH MORNINGSIDE DR
  MORTGAGE AMT:       368,000.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               GA   30306
  UNPAID BALANCE:    367,690.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,417.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080069727               MORTGAGORS:        SHOEMAKER, KERRI
                                            ADDRESS     :    67 NORTHERN PINE LOOP
  MORTGAGE AMT:       287,900.00            CITY               ALISO VIEJO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92656
  UNPAID BALANCE:    287,686.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,013.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.25078            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080069743               MORTGAGORS:        BACON, WILLIAM

                                                   BACON, MARY
                                            ADDRESS     :    801 12TH AVENUE NORTH
  MORTGAGE AMT:       311,500.00            CITY               EDMONDS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98020
  UNPAID BALANCE:    311,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,098.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.22222            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080070063               MORTGAGORS:        DHILLON, STEVEN

                                                   DHILLON, MELANIE
                                            ADDRESS     :    760 CEDAR AVENUE
  MORTGAGE AMT:       350,000.00            CITY               SAN BRUNO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   94066
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,477.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.54545            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080070428               MORTGAGORS:        CULLINAN, STEVEN

                                                   CULLINAN, ELIZABETH
                                            ADDRESS     :    217 STANFORD DRIVE
  MORTGAGE AMT:       336,000.00            CITY               CHESTER SPR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               PA   19425
  UNPAID BALANCE:    336,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,235.42            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080070832               MORTGAGORS:        ROSENBLEETH, DORI

                                                   BERGERON, NATALIE
                                            ADDRESS     :    2590 FURLONG ROAD
  MORTGAGE AMT:       247,500.00            CITY               DOYLESTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               PA   18901
  UNPAID BALANCE:    247,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,730.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080070865               MORTGAGORS:        SCHwARTZ, DAVID

                                                   ELLIS, RUTH
                                            ADDRESS     :    2530 NORTH 24TH STREET
  MORTGAGE AMT:       260,000.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               VA   22207
  UNPAID BALANCE:    260,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,840.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.73684            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080070915               MORTGAGORS:        PIOTROwICZ, RICHARD

                                                   MERRILL, PATRICIA
                                            ADDRESS     :    365 OSWEGO COURT
  MORTGAGE AMT:       281,650.00            CITY               WEST NEW YO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NJ   07093
  UNPAID BALANCE:    281,650.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,921.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.52941            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080072044               MORTGAGORS:        BAKER, BYRON
                                                   Baker, Patricia

                                                   BAKER, PATRICIA
                                            ADDRESS     :    3078 VIA ANDREA
  MORTGAGE AMT:       350,000.00            CITY               THOUSAND OA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91320
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,328.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.83775            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080072440               MORTGAGORS:        WILLIAMS, MARK

                                                   WILLIAMS, MARTHA
                                            ADDRESS     :    5297 CENTERHART COURT
  MORTGAGE AMT:       316,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   95123
  UNPAID BALANCE:    316,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,291.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080072598               MORTGAGORS:        BOTTI, ANTHONY
                                                   Diamond, Gigi

                                                   DIAMOND, GIGI
                                            ADDRESS     :    4 LOCKHERN DRIVE
  MORTGAGE AMT:       521,600.00            CITY               LIVINGSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NJ   07039
  UNPAID BALANCE:    521,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,558.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080072994               MORTGAGORS:        RAUCH, JULIE

                                                   PULSIPHER, DAVID
                                            ADDRESS     :    14009 SEAVIEW WAY
  MORTGAGE AMT:       345,150.00            CITY               ANACORTES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               WA   98221
  UNPAID BALANCE:    345,150.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,383.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080073042               MORTGAGORS:        YANKLE, JOSEPH

                                                   YANKLE, MONICA
                                            ADDRESS     :    2665 54TH AVE
  MORTGAGE AMT:       284,200.00            CITY               GREELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CO   80634
  UNPAID BALANCE:    284,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,914.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99298            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080073182               MORTGAGORS:        JARRETT, STEVEN
                                                   JARRETT, ERICA

                                                   JARRETT, ERICA
                                            ADDRESS     :    1380 LAKE STREET
  MORTGAGE AMT:       310,000.00            CITY               LIBERTYVILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60048
  UNPAID BALANCE:    310,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,088.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.04762            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080073398               MORTGAGORS:        MORIN, CHARLES

                                                   MORIN, KATHLEEN
                                            ADDRESS     :    2665 54TH AVENUE
  MORTGAGE AMT:       295,000.00            CITY               GREELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80634
  UNPAID BALANCE:    294,758.180            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,962.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.75000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080073448               MORTGAGORS:        CARSTAIRS, IAN

                                                   CARSTAIRS, MARGARET
                                            ADDRESS     :    1592 DAWN DRIVE
  MORTGAGE AMT:       248,300.00            CITY               BRENTWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94513
  UNPAID BALANCE:    248,101.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,672.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.99638            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080073463               MORTGAGORS:        KOSMAM, JAMES

                                                   KOSMAN, GLORIA
                                            ADDRESS     :    6273 KINGFISHER LANE
  MORTGAGE AMT:       361,800.00            CITY               ALEXANDRIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   22312
  UNPAID BALANCE:    361,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,437.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99204            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080073778               MORTGAGORS:        MORI, RICHARD

                                                   MORI, CAROL
                                            ADDRESS     :    50 MIDDLEBURY LANE
  MORTGAGE AMT:       300,000.00            CITY               BEVERLY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MA   01915
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,097.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.33588            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080073802               MORTGAGORS:        TAYLOR, JEFFREY
                                                   FLANDERS, CARRIE

                                                   TAYLOR, CARRIE
                                            ADDRESS     :    6118 BAYVIEW DRIVE
  MORTGAGE AMT:       337,000.00            CITY               MUKILTEO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               WA   98275
  UNPAID BALANCE:    337,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,327.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 84.25000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080073828               MORTGAGORS:        KNOWLES, KIMBERLY
                                            ADDRESS     :    2525 EAST MCGRAW STREET
  MORTGAGE AMT:       350,000.00            CITY               SEATTLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               WA   98112
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,328.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080074065               MORTGAGORS:        SCHUSTER, JOHN

                                                   SCHUSTER, DONNA
                                            ADDRESS     :    698 SHORELINE CIRCLE
  MORTGAGE AMT:       500,000.00            CITY               EL DORADO H
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95762
  UNPAID BALANCE:    500,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,410.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.36508            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080074107               MORTGAGORS:        PARWANI, KISHORE
                                                   Parwani, Lata

                                                   PARWANI, LATA
                                            ADDRESS     :    5 FOX HILL LANE
  MORTGAGE AMT:       355,000.00            CITY               NORFOLK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02056
  UNPAID BALANCE:    355,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,421.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 84.52381            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080074115               MORTGAGORS:        NOLTON, JAMES
                                            ADDRESS     :    11130 NORTH 118TH WAY
  MORTGAGE AMT:       257,700.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               AZ   85259
  UNPAID BALANCE:    257,488.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,714.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99330            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080074321               MORTGAGORS:        JEPPSON, MICHAEL
                                            ADDRESS     :    11001 Winnetka Avenue
  MORTGAGE AMT:     1,000,000.00            CITY               Chatsworth
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   91311
  UNPAID BALANCE:     1,000,000.            OPTION TO CONVERT :      No
                             000
  MONTHLY P&I:          7,250.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:103
  --------------------------------------------------------------------------------

  LN # 0080074826               MORTGAGORS:        HIEBER, BERNARDO

                                                   HIEBER, MARTHA
                                            ADDRESS     :    5263 RUETTE DE MER
  MORTGAGE AMT:       400,400.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92130
  UNPAID BALANCE:    400,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,697.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080074933               MORTGAGORS:        KERRIDGE, MICHAEL

                                                   KERRIDGE, LAURIE
                                            ADDRESS     :    11423 HEARTWOOD WAY
  MORTGAGE AMT:       272,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92126
  UNPAID BALANCE:    272,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,832.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080075062               MORTGAGORS:        SANZANO, MICHAEL

                                                   SANZANO, CORI
                                            ADDRESS     :    20468 MC GEES FERRY WAY
  MORTGAGE AMT:       206,539.00            CITY               STERLING
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               VA   20165
  UNPAID BALANCE:    206,539.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,374.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99992            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080075443               MORTGAGORS:        LUNNY, JOHN

                                                   LUNNY, KAREN
                                            ADDRESS     :    20 STAGECOACH ROAD
  MORTGAGE AMT:       351,000.00            CITY               NORTH ANDOV
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MA   01845
  UNPAID BALANCE:    351,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,424.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.63755            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080075666               MORTGAGORS:        MURPHY, KATHERINE

                                                   MURPHY, BRIAN
                                            ADDRESS     :    22 MOUNT AUBURN STREET
  MORTGAGE AMT:       300,000.00            CITY               CAMBRIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MA   02138
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,097.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 44.11765            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080075724               MORTGAGORS:        JONIAUX, MELISSA

                                                   JONIAUX, RICHARD
                                            ADDRESS     :    655 India Street #406
  MORTGAGE AMT:       313,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92101
  UNPAID BALANCE:    312,743.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,082.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.84694            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080075930               MORTGAGORS:        BITHER, GORDON
                                            ADDRESS     :    27 Upton Street, Unit #1
  MORTGAGE AMT:       478,800.00            CITY               BOSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               MA   02118
  UNPAID BALANCE:    478,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,388.92            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080076086               MORTGAGORS:        CONNOR, EDWARD

                                                   CONNOR, JUNE
                                            ADDRESS     :    43706 FROST COURT
  MORTGAGE AMT:       285,300.00            CITY               ASHBURN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   20147
  UNPAID BALANCE:    285,060.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,874.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99843            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080076524               MORTGAGORS:        ZOREHKEY, MICHAEL
                                            ADDRESS     :    17 TANZANITE
  MORTGAGE AMT:       200,750.00            CITY               RANCHO SANT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92688
  UNPAID BALANCE:    200,451.090            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,403.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98327            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080076557               MORTGAGORS:        DEVINE, DENNIS

                                                   DEVINE, DEEDRA
                                            ADDRESS     :    204 MORESBY LANE
  MORTGAGE AMT:       290,450.00            CITY               REDWOOD CIT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94063
  UNPAID BALANCE:    290,223.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,981.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99945            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080076607               MORTGAGORS:        DOZBABA, RICHARD

                                                   DOZBABA, POLLY
                                            ADDRESS     :    2156 AVENIDA TORONJA
  MORTGAGE AMT:       240,000.00            CITY               CARLSBAD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   92009
  UNPAID BALANCE:    239,788.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,536.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.17073            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080077258               MORTGAGORS:        TRAN, NGON
                                                   TRAN, BE
                                                   TANG, THUY
                                            ADDRESS     :    16391 PONDEROSA STREET
  MORTGAGE AMT:       294,300.00            CITY               FOUNTAIN VA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92708
  UNPAID BALANCE:    294,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,057.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.86260            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080077605               MORTGAGORS:        KALAGHER, RICHARD

                                                   KALAGHER, PAULETTE
                                            ADDRESS     :    25111 RIDGE OAK DRIVE
  MORTGAGE AMT:       360,000.00            CITY               BONITA SPRI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               FL   34134
  UNPAID BALANCE:    360,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,364.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.36842            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080077738               MORTGAGORS:        CORBIN, RICHARD

                                                   CORBIN, L
                                            ADDRESS     :    1706 PAGEDALE COVE
  MORTGAGE AMT:       184,328.00            CITY               CEDAR PARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               TX   78613
  UNPAID BALANCE:    184,328.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,304.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99965            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080078041               MORTGAGORS:        MILLER, DALE

                                                   MILLER, JANET
                                            ADDRESS     :    28595 EVENING BREEZE DRIV
  MORTGAGE AMT:       316,000.00            CITY               YORBA LINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92887
  UNPAID BALANCE:    315,740.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,102.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 83.15789            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080079361               MORTGAGORS:        JANES, CHARLES

                                                   JANES, KARI
                                            ADDRESS     :    1 PIG ROCK LANE
  MORTGAGE AMT:       450,000.00            CITY               MARBLEHEAD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MA   01945
  UNPAID BALANCE:    450,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,918.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 51.02041            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080079437               MORTGAGORS:        SMITH, RONALD

                                                   PRYOR, MICHELLE
                                            ADDRESS     :    6119 SOUTH MOLINE WAY
  MORTGAGE AMT:       328,000.00            CITY               ENGLEWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80111
  UNPAID BALANCE:    328,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,182.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.86301            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080079924               MORTGAGORS:        DOMINY, RICHARD

                                                   DOMINY, CAROL
                                            ADDRESS     :    16 BIRCH HILL ROAD
  MORTGAGE AMT:       265,000.00            CITY               OLD LYME
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CT   06371
  UNPAID BALANCE:    265,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,054.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.61111            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/19
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:105
  --------------------------------------------------------------------------------

  LN # 0080081839               MORTGAGORS:        BOWER, PAMELA

                                                   BOWER, CRAIG
                                            ADDRESS     :    255 Canyon Oaks Dr
  MORTGAGE AMT:       276,000.00            CITY               ARGYLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               TX   76266
  UNPAID BALANCE:    276,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,882.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080082035               MORTGAGORS:        ROJAS, KENDALL
                                            ADDRESS     :    3921 WOODCLIFF ROAD
  MORTGAGE AMT:       356,200.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91403
  UNPAID BALANCE:    356,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,460.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.98947            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080082126               MORTGAGORS:        COSGROVE, MATTHEW

                                                   COSGROVE, MICHELLE
                                            ADDRESS     :    104 LAKEWOOD ROAD
  MORTGAGE AMT:       247,500.00            CITY               WALNUT CREE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94598
  UNPAID BALANCE:    247,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,709.42            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080082274               MORTGAGORS:        CHILDREY, JOSEPH
                                            ADDRESS     :    1560 CRESPO DRIVE
  MORTGAGE AMT:       552,000.00            CITY               LA JOLLA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92037
  UNPAID BALANCE:    552,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,859.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.87342            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080082589               MORTGAGORS:        MORILLO, FEDERICO

                                                   RAMIREZ, BELGICA
                                            ADDRESS     :    66 UNION PLACE
  MORTGAGE AMT:       163,400.00            CITY               RIDGEFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NJ   07660
  UNPAID BALANCE:    163,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,114.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080082605               MORTGAGORS:        BOSLEY, LARRY

                                                   BOSLEY, IRENE
                                            ADDRESS     :    964 HUNTSMAN PATH
  MORTGAGE AMT:       267,000.00            CITY               KENNETT SQU
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               PA   19348
  UNPAID BALANCE:    267,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,754.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.12195            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080082654               MORTGAGORS:        JOHNSTON, WALLACE

                                                   JOHNSTON, BARBARA
                                            ADDRESS     :    128 JACOB'S LANE
  MORTGAGE AMT:       431,200.00            CITY               NORWELL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               MA   02061
  UNPAID BALANCE:    431,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,089.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080082852               MORTGAGORS:        PITMON, STEPHEN

                                                   PITMON, TAMARA
                                            ADDRESS     :    31 MAPLE LEAF FARM RD
  MORTGAGE AMT:       260,000.00            CITY               UNDERHILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               VT   05489
  UNPAID BALANCE:    260,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,795.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080082944               MORTGAGORS:        CASTALDO, RICHARD

                                                   CASTALDO, SUSAN
                                            ADDRESS     :    80 ROSEWELL ROAD
  MORTGAGE AMT:       392,000.00            CITY               BEDFORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               NH   03110
  UNPAID BALANCE:    392,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,842.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080082985               MORTGAGORS:        JANGAARD, ROBERT

                                                   JANGAARD, SHARON
                                            ADDRESS     :    1769 EAST DOWN ROAD
  MORTGAGE AMT:       320,000.00            CITY               FREELAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               WA   98249
  UNPAID BALANCE:    320,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.19048            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080083124               MORTGAGORS:        BANAAG, RICARDO

                                                   BANAAG, TERESITA
                                            ADDRESS     :    1456 WINCHESTER AVE
  MORTGAGE AMT:       301,600.00            CITY               GLENDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91201
  UNPAID BALANCE:    301,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,006.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080083488               MORTGAGORS:        KISLOSKI, DAVID

                                                   KISLOSKI, AMY
                                            ADDRESS     :    4607 ISAAC DRIVE
  MORTGAGE AMT:       247,400.00            CITY               ELLICOTT CI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MD   21043
  UNPAID BALANCE:    247,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,666.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.98762            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080083587               MORTGAGORS:        HAERTLING, JOHN

                                                   HAERTLING, SHARON
                                            ADDRESS     :    1246 PRESERVE CIRCLE
  MORTGAGE AMT:       394,800.00            CITY               GOLDEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CO   80401
  UNPAID BALANCE:    394,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,593.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.00719            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080083983               MORTGAGORS:        TAYL0R, MICHAEL

                                                   TAYLOR, WANDA
                                            ADDRESS     :    102 APPLEGATE DRIVE
  MORTGAGE AMT:       281,750.00            CITY               WEST CHESTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               PA   19382
  UNPAID BALANCE:    281,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,827.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99943            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080085541               MORTGAGORS:        SUTHERLAND, MATTHEW

                                                   SUTHERLAND, LAURIE
                                            ADDRESS     :    28439 NORTH MEADOWLARK
  MORTGAGE AMT:       196,600.00            CITY               VALENCIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91354
  UNPAID BALANCE:    196,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,275.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.98043            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080085640               MORTGAGORS:        HENDERSON, AARON

                                                   HENDERSON, LISA
                                            ADDRESS     :    1442 EAST WOODBURY AVENUE
  MORTGAGE AMT:       298,000.00            CITY               PASADENA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91104
  UNPAID BALANCE:    298,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,957.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.40260            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080085681               MORTGAGORS:        ANWAR, MUHAMMAD

                                                   ANWAR, SAFA
                                            ADDRESS     :    29769 QUAIL RUN DRIVE
  MORTGAGE AMT:       384,500.00            CITY               AGOURA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91301
  UNPAID BALANCE:    384,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,655.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.93763            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080085707               MORTGAGORS:        GRAMM, ANNA

                                                   MAV, BRYAN
                                            ADDRESS     :    11 UPLAND ROAD
  MORTGAGE AMT:       412,000.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   02474
  UNPAID BALANCE:    412,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,706.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080085749               MORTGAGORS:        FERRAIOLO, CHRISTOPHE

                                                   FERRAIOLO, EILEEN
                                            ADDRESS     :    6 ASHLEY PLACE
  MORTGAGE AMT:       320,500.00            CITY               WESTFORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MA   01886
  UNPAID BALANCE:    320,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,213.61            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.30952            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080086028               MORTGAGORS:        FRIED, GREGORY

                                                   FRIED, LISBETH
                                            ADDRESS     :    605 S GARFIELD STREET
  MORTGAGE AMT:       193,600.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   22204
  UNPAID BALANCE:    193,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,271.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080086317               MORTGAGORS:        BLACK, MARK
                                            ADDRESS     :    2519 LITTLE COVE ROAD
  MORTGAGE AMT:       315,000.00            CITY               CHARLOTTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NC   28270
  UNPAID BALANCE:    315,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,069.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080086341               MORTGAGORS:        COHEN, GERALD

                                                   COHEN, ROSALIND
                                            ADDRESS     :    1 VINEBERG COURT
  MORTGAGE AMT:       363,750.00            CITY               OAKHURST
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               NJ   07755
  UNPAID BALANCE:    363,480.040            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,543.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080086416               MORTGAGORS:        ARMINIO, MARK
                                            ADDRESS     :    9474 SMITHSON LANE
  MORTGAGE AMT:       409,600.00            CITY               BRENTWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TN   37027
  UNPAID BALANCE:    409,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,759.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080086440               MORTGAGORS:        GREGG, JUDY
                                            ADDRESS     :    400 MARIPOSA AVE
  MORTGAGE AMT:       268,800.00            CITY               SIERRA MADR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               CA   91024
  UNPAID BALANCE:    268,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,972.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.89967            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080087042               MORTGAGORS:        EMMENS, MATTHEW

                                                   EMMENS, KIMBERLY
                                            ADDRESS     :    2 HIGHVIEW ROAD
  MORTGAGE AMT:       500,000.00            CITY               LAKE GEORGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NY   12845
  UNPAID BALANCE:    500,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,453.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.55556            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080087992               MORTGAGORS:        FERGUSON, T

                                                   FERGUSON, JULIA
                                            ADDRESS     :    553 WOODLEA LANE
  MORTGAGE AMT:       514,500.00            CITY               BERWYN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               PA   19312
  UNPAID BALANCE:    514,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,337.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080088214               MORTGAGORS:        PETESCH, PETER

                                                   PETESCH, TINA
                                            ADDRESS     :    20702 PELTON PLACE
  MORTGAGE AMT:       264,000.00            CITY               LEAVENWORTH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               WA   98826
  UNPAID BALANCE:    263,597.010            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,823.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080089063               MORTGAGORS:        MORTON, CHRISTOPHE
                                            ADDRESS     :    11 HERMOSA
  MORTGAGE AMT:       370,000.00            CITY               IRVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               CA   92620
  UNPAID BALANCE:    370,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,650.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 86.44860            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080091572               MORTGAGORS:        APPLIN, ZACHARY

                                                   APPLIN, JUNILLA
                                            ADDRESS     :    33 RIDING PATH
  MORTGAGE AMT:       300,700.00            CITY               HAMPTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               VA   23669
  UNPAID BALANCE:    300,453.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,000.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 85.91429            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080091812               MORTGAGORS:        SIMPSON, ROBERT

                                                   MANTON SIMPS, INDIA
                                            ADDRESS     :    5640 TRINITY COURT
  MORTGAGE AMT:       294,900.00            CITY               GURNEE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               IL   60031
  UNPAID BALANCE:    294,669.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,011.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.99222            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080092059               MORTGAGORS:        COLLIER, JERRY

                                                   COLLIER, LINDA
                                            ADDRESS     :    7054 N. Highfield Drive
  MORTGAGE AMT:       400,000.00            CITY               BIRMINGHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               AL   35242
  UNPAID BALANCE:    400,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,694.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.52286            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080092711               MORTGAGORS:        KAUFMAN, STEVEN

                                                   KAUFMAN, LAURA
                                            ADDRESS     :    9490 STONEY RIDGE LANE
  MORTGAGE AMT:       325,000.00            CITY               ALPHARETTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               GA   30022
  UNPAID BALANCE:    325,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,162.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.39938            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080092745               MORTGAGORS:        WAN NOOR, ASHIKIN
                                            ADDRESS     :    210 MORESBY LANE
  MORTGAGE AMT:       318,000.00            CITY               REDWOOD CIT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94063
  UNPAID BALANCE:    317,751.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,169.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 88.90007            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080092786               MORTGAGORS:        HOFFER, PRISCILLA
                                            ADDRESS     :    11774 FRICKER AVE
  MORTGAGE AMT:       292,150.00            CITY               TUSTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   92782
  UNPAID BALANCE:    291,898.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,894.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99003            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080093776               MORTGAGORS:        URDAN, ALAN

                                                   URDAN, MICHELLE
                                            ADDRESS     :    8810 12TH AVENUE NORTHEAS
  MORTGAGE AMT:       273,000.00            CITY               SEATTLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98115
  UNPAID BALANCE:    273,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,839.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.95058            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080093974               MORTGAGORS:        COTTER, MICHAEL

                                                   COTTER, KATHY
                                            ADDRESS     :    1265 LIBERTY STREET
  MORTGAGE AMT:       255,550.00            CITY               BRAINTREE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               MA   02184
  UNPAID BALANCE:    255,550.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,808.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.68322            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080094170               MORTGAGORS:        BAUER, ROBERT

                                                   BAUER, RAE
                                            ADDRESS     :    13676 BEAR MOUNTAIN WAY
  MORTGAGE AMT:       302,800.00            CITY               JAMUL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91935
  UNPAID BALANCE:    302,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,014.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080094352               MORTGAGORS:        JEFFERS, MARK
                                            ADDRESS     :    1540 SAN DIEGO LOOP
  MORTGAGE AMT:       225,000.00            CITY               GROVER BEAC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   93433
  UNPAID BALANCE:    225,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,459.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:101
  --------------------------------------------------------------------------------

  LN # 0080094402               MORTGAGORS:        FENTON, FRANKLIN

                                                   FENTON, DEBORAH
                                            ADDRESS     :    7654 ROWENA STREET
  MORTGAGE AMT:       194,400.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   92119
  UNPAID BALANCE:    194,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,260.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:101
  --------------------------------------------------------------------------------

  LN # 0080096746               MORTGAGORS:        ARNETT, AMY

                                                   BUDZIK, RONALD
                                            ADDRESS     :    5 LEDGEWOOD FARM DRIVE
  MORTGAGE AMT:       409,000.00            CITY               COHASSET
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               MA   02025
  UNPAID BALANCE:    409,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,894.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.46125            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080097629               MORTGAGORS:        KOHN, BEATRIZ
                                            ADDRESS     :    10 COUCH RD
  MORTGAGE AMT:       120,000.00            CITY               WASGINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CT   06777
  UNPAID BALANCE:    120,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            818.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 36.14458            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080098072               MORTGAGORS:        WILSON, MURRAY

                                                   WILSON, SONDRA
                                            ADDRESS     :    100 HILTON AVE. UNIT 321
  MORTGAGE AMT:       305,000.00            CITY               GARDEN CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   11530
  UNPAID BALANCE:    304,762.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,080.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 46.56489            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080099377               MORTGAGORS:        THOMSON, THOMAS

                                                   THOMSON, NANCY
                                            ADDRESS     :    1110 CANDACE LANE
  MORTGAGE AMT:       260,000.00            CITY               LA HABRA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   90631
  UNPAID BALANCE:    260,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,840.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080099716               MORTGAGORS:        BROWN, RAYMOND

                                                   BROWN, ROSALYN
                                            ADDRESS     :    18671 COLLINGS AVE
  MORTGAGE AMT:       240,050.00            CITY               MIAMI BEACH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               FL   33160
  UNPAID BALANCE:    240,050.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,678.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.16291            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080100852               MORTGAGORS:        VOUGHT, RHONDA

                                                   VOUGHT, JOHN
                                            ADDRESS     :    4828 HIGHLAND CIRCLE
  MORTGAGE AMT:       259,350.00            CITY               GAINESVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               GA   30506
  UNPAID BALANCE:    259,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,791.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080101132               MORTGAGORS:        HORNE, DAVID
                                            ADDRESS     :    622 QUAIL DRIVE
  MORTGAGE AMT:       272,000.00            CITY               SANTA CRUZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95060
  UNPAID BALANCE:    271,793.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,878.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080101447               MORTGAGORS:        ALLEN SKOLD, ERIN
                                                   KEGEL-KONIETZKO, SASCHA
                                                   PASSMANN, MICHELE
                                                   SKOLD, TIM
                                            ADDRESS     :    2706 10TH AVE WEST
  MORTGAGE AMT:       317,350.00            CITY               SEATTLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               WA   98119
  UNPAID BALANCE:    317,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,164.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.84019            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080101827               MORTGAGORS:        BORJIAN, MARYANN

                                                   NAMIAN, MAHMOUD
                                            ADDRESS     :    10390 SUMMER HOLLY CIRCLE
  MORTGAGE AMT:       488,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90077
  UNPAID BALANCE:    488,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,329.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080102288               MORTGAGORS:        SAGE, CHARLES

                                                   SAGE, RIKI
                                            ADDRESS     :    3821 La Playa Blvd.
  MORTGAGE AMT:       316,000.00            CITY               MIAMI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               FL   33313
  UNPAID BALANCE:    316,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,209.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.64128            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080102965               MORTGAGORS:        GREENSTEIN, ALAN

                                                   SUDALTER GRE, BARBARA
                                            ADDRESS     :    42 CENTRE STREET
  MORTGAGE AMT:       430,000.00            CITY               DOVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               MA   02030
  UNPAID BALANCE:    430,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,043.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.50340            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080102973               MORTGAGORS:        NEFF, GREGORY

                                                   NEFF, ANNETH
                                            ADDRESS     :    11762 FRICKER AVENUE
  MORTGAGE AMT:       290,000.00            CITY               TUSTIN  RAN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   92782
  UNPAID BALANCE:    289,750.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,880.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.86363            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080103708               MORTGAGORS:        FULLER, JOSEPH
                                            ADDRESS     :    4540 RUNNEMEDE ROAD
  MORTGAGE AMT:       261,250.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               GA   30327
  UNPAID BALANCE:    261,250.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,871.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080103922               MORTGAGORS:        STOUT, ALLEN K

                                                   STOUT, KIM K
                                            ADDRESS     :    533 PLOUGHMANS BEND
  MORTGAGE AMT:       269,000.00            CITY               FRANKLIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               TN   37064
  UNPAID BALANCE:    269,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,744.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.72000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080104649               MORTGAGORS:        TURTURRO, AUGUST

                                                   TURTURRO, DONNA
                                            ADDRESS     :    30360 COD'S POINT ROAD
  MORTGAGE AMT:       300,000.00            CITY               TRAPPE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   21673
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,995.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.62000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080104961               MORTGAGORS:        HOPKINS, KATHARINE

                                                   HOPKINS, DAVID
                                            ADDRESS     :    1235 ZIMMER DRIVE
  MORTGAGE AMT:       320,400.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               GA   30306
  UNPAID BALANCE:    320,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,131.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080105026               MORTGAGORS:        MCINTOSH, DENNIS

                                                   WAGNER, CAROLINE
                                            ADDRESS     :    404 RUSSEL ROAD
  MORTGAGE AMT:       326,350.00            CITY               ALEXANDRIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   22301
  UNPAID BALANCE:    326,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,143.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.70000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080105398               MORTGAGORS:        PAGE, RICHARD

                                                   PAGE, PAMELA
                                            ADDRESS     :    327 CHESTATEE VIEW DRIVE
  MORTGAGE AMT:       356,000.00            CITY               DAWSONVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               GA   30534
  UNPAID BALANCE:    356,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,368.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080105711               MORTGAGORS:        GLOTZER, DEBORAH

                                                   WALTZ, DAVID
                                            ADDRESS     :    81 NESHOBE ROAD
  MORTGAGE AMT:       387,000.00            CITY               NEWTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02468
  UNPAID BALANCE:    387,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,640.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.65000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080105760               MORTGAGORS:        FLEENOR, STEVEN
                                            ADDRESS     :    1066 BRIARCLIFF ROAD
  MORTGAGE AMT:       397,600.00            CITY               ATLANTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               GA   30306
  UNPAID BALANCE:    397,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,645.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080107147               MORTGAGORS:        YOO, JAE

                                                   YOO, JUNG
                                            ADDRESS     :    24 SAN CLEMENTE AVENUE
  MORTGAGE AMT:       600,000.00            CITY               RANCHO PALO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90275
  UNPAID BALANCE:    600,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,093.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.51613            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080108418               MORTGAGORS:        DEREGGI, AIME

                                                   DEREGGI, MARILYN
                                            ADDRESS     :    21000 CLACKSBURG ROAD
  MORTGAGE AMT:       500,000.00            CITY               BOYDS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               MD   20841
  UNPAID BALANCE:    500,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,582.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.74482            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080108426               MORTGAGORS:        WANG, XIAOYIN

                                                   GAO, YING
                                            ADDRESS     :    17124 PATINA STREET
  MORTGAGE AMT:       284,900.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92127
  UNPAID BALANCE:    284,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,943.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.01923            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080108889               MORTGAGORS:        VICARS, DENNIS

                                                   VICARS, VICKI
                                            ADDRESS     :    5830 RIVER OAK WAY
  MORTGAGE AMT:       260,000.00            CITY               CARMICHAEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95608
  UNPAID BALANCE:    259,792.080            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,751.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080108954               MORTGAGORS:        FITZMAURICE, ROBERT

                                                   MCDOWELL, BARBARA
                                            ADDRESS     :    108 APPLEGATE DRIVE
  MORTGAGE AMT:       311,000.00            CITY               WEST CHESTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               PA   19382
  UNPAID BALANCE:    311,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,174.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.85006            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080108988               MORTGAGORS:        CUNNINGHAM, MARK

                                                   CUNNINGHAM, LINDA
                                            ADDRESS     :    17 CORAL PLACE
  MORTGAGE AMT:       389,000.00            CITY               ENGLEWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CO   80111
  UNPAID BALANCE:    389,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,620.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.03704            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080109234               MORTGAGORS:        MAI, DAVID

                                                   THAI, DIEUMY
                                            ADDRESS     :    6721 PIMLICO CIRCLE
  MORTGAGE AMT:       645,000.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92648
  UNPAID BALANCE:    644,015.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,454.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080109275               MORTGAGORS:        RAHMAN, MOHAMMAD

                                                   RAHMAN, NAZMA
                                            ADDRESS     :    770 CAPTAINS GATE
  MORTGAGE AMT:       220,000.00            CITY               WESTBURY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   11590
  UNPAID BALANCE:    219,828.380            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,500.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.21839            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080111032               MORTGAGORS:        BELLANTE, CHARLES

                                                   BELLANTE, SHERI
                                            ADDRESS     :    11780 FRICKER AVE
  MORTGAGE AMT:       291,250.00            CITY               TUSTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92782
  UNPAID BALANCE:    291,005.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,913.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99923            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080111966               MORTGAGORS:        WONG, KONG

                                                   WONG, LI
                                            ADDRESS     :    122 122A BEAUMONT AVENUE
  MORTGAGE AMT:       350,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94118
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,358.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 43.80476            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113194               MORTGAGORS:        LEQUANG, JOHN
                                                   YOUNG, TAM
                                                   YOUNG, BARRY
                                                   LEQUANG, JULIE
                                            ADDRESS     :    889 CANADA DRIVE
  MORTGAGE AMT:       360,000.00            CITY               MILPITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95035
  UNPAID BALANCE:    360,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,486.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113269               MORTGAGORS:        SALIBY, WALID

                                                   SALIBY, ANGELA
                                            ADDRESS     :    43800 TIMBERBROOKE PLACE
  MORTGAGE AMT:       305,550.00            CITY               ASHBURN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   20447
  UNPAID BALANCE:    305,293.300            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,007.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99738            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113376               MORTGAGORS:        STERN, EDMUND

                                                   STERN, TERESA
                                            ADDRESS     :    120 COLONY CROSSING
  MORTGAGE AMT:       350,000.00            CITY               EDGEWATER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MD   21037
  UNPAID BALANCE:    349,720.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,358.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.05705            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113459               MORTGAGORS:        ROMICH, GARY
                                                   Romich, Deborah
                                                   ROMICH, DEBORAH
                                            ADDRESS     :    1933 SYCAMORE SPRING COUR
  MORTGAGE AMT:       272,000.00            CITY               COOKSVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MD   21723
  UNPAID BALANCE:    271,765.820            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,764.18            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99412            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113483               MORTGAGORS:        ALLEN, JONATHAN

                                                   ALLEN, HEIDI
                                            ADDRESS     :    480 PLUM STREET UNIT D
  MORTGAGE AMT:       288,000.00            CITY               CAPITOLA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95010
  UNPAID BALANCE:    288,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,916.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113525               MORTGAGORS:        AUGUSTINE, DONALD

                                                   AUGUSTINE, DEBORAH
                                            ADDRESS     :    1681 HUNTING CREEK DRIVE
  MORTGAGE AMT:       311,100.00            CITY               ALEXANDRIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               VA   22314
  UNPAID BALANCE:    310,818.770            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,966.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98972            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113582               MORTGAGORS:        CHIDAMBARAM, RAMAKRISHN

                                                   RAGHUNATHAN, NITHYA
                                            ADDRESS     :    56 Stanford Rd. East
  MORTGAGE AMT:       247,700.00            CITY               TRENTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               NJ   08638
  UNPAID BALANCE:    247,486.730            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,606.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.97948            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113590               MORTGAGORS:        BABRA, MANPREET

                                                   BABRA, RAJINDER
                                            ADDRESS     :    4413 WINDING OAK DRIVE
  MORTGAGE AMT:       312,700.00            CITY               OLNEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MD   20832
  UNPAID BALANCE:    312,449.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,106.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99591            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113624               MORTGAGORS:        NGUYGEN, CHAU
                                            ADDRESS     :    1671 HUNTING CREEK DRIVE
  MORTGAGE AMT:       287,900.00            CITY               ALEXANDRIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               VA   22314
  UNPAID BALANCE:    287,652.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,867.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99111            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113632               MORTGAGORS:        RIMSON, GLORIA
                                            ADDRESS     :    2023 GRESHAM LANE
  MORTGAGE AMT:       359,850.00            CITY               DAVIDSONVIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MD   21035
  UNPAID BALANCE:    359,562.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,424.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99511            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113657               MORTGAGORS:        POMPEY, DOUGLAS

                                                   POMPEY, JACQUELINE
                                            ADDRESS     :    16629 CYPRESS BAY LANE
  MORTGAGE AMT:       322,500.00            CITY               SILVER SPRI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   20905
  UNPAID BALANCE:    322,235.650            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,145.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 48.57359            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113715               MORTGAGORS:        MICHELA, JAMES

                                                   MICHELA, DONNA
                                            ADDRESS     :    4111 BEVERLY ROAD
  MORTGAGE AMT:       360,000.00            CITY               ROCKVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MD   20853
  UNPAID BALANCE:    359,697.560            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,364.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113749               MORTGAGORS:        HUTCHESON, MICHAEL

                                                   HUTCHESON, CHERYL
                                            ADDRESS     :    21025 VERLAINE COURT
  MORTGAGE AMT:       305,000.00            CITY               ASHBURN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               VA   20147
  UNPAID BALANCE:    304,724.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,927.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.11151            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113772               MORTGAGORS:        WILLIAMS, MARVIN

                                                   QUINN, YUMETTA
                                            ADDRESS     :    6 MIMA CIRCLE
  MORTGAGE AMT:       252,750.00            CITY               FAIRPORT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NY   14450
  UNPAID BALANCE:    252,542.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,681.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99558            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113848               MORTGAGORS:        MILLER, DAVID

                                                   MILLER, DEBRA
                                            ADDRESS     :    536 SANTA ANA AVENUE
  MORTGAGE AMT:       291,000.00            CITY               NEWPORT BEA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92663
  UNPAID BALANCE:    290,509.630            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,911.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 47.31707            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113905               MORTGAGORS:        TINKER, JEFF
                                            ADDRESS     :    25 DIAS DORADOS
  MORTGAGE AMT:       396,000.00            CITY               ORINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94563
  UNPAID BALANCE:    396,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,634.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113921               MORTGAGORS:        KING, EDMUND

                                                   KING, JULIE
                                            ADDRESS     :    25623 NORTH HOOD WAY
  MORTGAGE AMT:       278,000.00            CITY               STEVENSON R
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91381
  UNPAID BALANCE:    277,777.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,872.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99747            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113962               MORTGAGORS:        Contreras, Mario

                                                   Contreras, Barbara
                                            ADDRESS     :    5824 Lynwood Drive
  MORTGAGE AMT:       117,500.00            CITY               Oak Lawn
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60453
  UNPAID BALANCE:    117,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            771.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.33000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080113988               MORTGAGORS:        LOWE, CHARLES

                                                   LOWE, JACQUELINE
                                            ADDRESS     :    24340 AVENIDA DE MARCIA
  MORTGAGE AMT:       467,000.00            CITY               YORBA LINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92887
  UNPAID BALANCE:    466,635.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,185.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.19008            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080114010               MORTGAGORS:        LATTA, JOAN

                                                   FERNANDEZ, JAMES
                                            ADDRESS     :    43305 HUDDLESTON LANE
  MORTGAGE AMT:       294,300.00            CITY               SOUTH RIDIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   20152
  UNPAID BALANCE:    294,052.750            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,933.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99456            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080114051               MORTGAGORS:        GALVEZ, JAVIER
                                            ADDRESS     :    23280 S WOODLAND
  MORTGAGE AMT:       297,000.00            CITY               SHAKER HEIG
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               OH   44122
  UNPAID BALANCE:    296,768.320            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,026.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080114077               MORTGAGORS:        GARDNER, SIDNEY

                                                   YOUNG, NANCY
                                            ADDRESS     :    4 STONEBROOK CIRCLE
  MORTGAGE AMT:       420,000.00            CITY               IRVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92620
  UNPAID BALANCE:    419,680.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,900.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080114093               MORTGAGORS:        STAHL, NICHOLAS

                                                   SMALL, ANN
                                            ADDRESS     :    1845 RUBENSTEIN DRIVE
  MORTGAGE AMT:       550,000.00            CITY               ENCINITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92007
  UNPAID BALANCE:    549,560.180            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,705.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.33333            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080114176               MORTGAGORS:        ELLIS, WILLIAM

                                                   ELLIS, SUSAN
                                            ADDRESS     :    1138 SEVERNVIEW DRIVE
  MORTGAGE AMT:       300,000.00            CITY               CROWNSVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MD   21032
  UNPAID BALANCE:    299,553.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,097.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.21739            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080114218               MORTGAGORS:        TOBIAS, DAVID

                                                   TOBIAS, MARIA
                                            ADDRESS     :    14049 OLD STATION ROAD
  MORTGAGE AMT:       275,000.00            CITY               POWAY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92064
  UNPAID BALANCE:    274,790.740            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,899.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.51282            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080114226               MORTGAGORS:        DOWN, DIRK

                                                   DOWN, PAMELA
                                            ADDRESS     :    2406 HOMEWOOD DRIVE
  MORTGAGE AMT:       307,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95128
  UNPAID BALANCE:    306,754.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,068.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.22222            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080115116               MORTGAGORS:        PFAHLER, ERIK

                                                   PFAHLER, ELLEN
                                            ADDRESS     :    12806 LOUISE AVENUE
  MORTGAGE AMT:       308,000.00            CITY               GRANADA HIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91344
  UNPAID BALANCE:    308,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,049.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.37150            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080115132               MORTGAGORS:        NAVARRO, MARIA
                                                   VILLALOBOS, SANTIAGO
                                                   JIMINEZ, ROSALINA
                                                   DIAZ, FAUSTINO
                                            ADDRESS     :    1 A DOERING LANE
  MORTGAGE AMT:       228,600.00            CITY               WATSONVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95076
  UNPAID BALANCE:    228,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,578.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080115744               MORTGAGORS:        BEELER, MICHAEL

                                                   BEELER, MARILEE
                                            ADDRESS     :    1158 HORIZON DRIVE
  MORTGAGE AMT:       320,000.00            CITY               VENTURA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   93003
  UNPAID BALANCE:    320,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,237.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080115959               MORTGAGORS:        KUMAR, RAJ
                                            ADDRESS     :    31 FOUNDRY ROAD
  MORTGAGE AMT:       266,000.00            CITY               SHARON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               MA   02067
  UNPAID BALANCE:    266,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,928.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080116155               MORTGAGORS:        SVIRIDOFF, ALLEN

                                                   MILAN, LINDA
                                            ADDRESS     :    19951 OXNARD STREET
  MORTGAGE AMT:       426,000.00            CITY               WOODLAND HI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91367
  UNPAID BALANCE:    426,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,798.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.62617            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080116247               MORTGAGORS:        PHAN, CUNG

                                                   LE PHAN, LY
                                            ADDRESS     :    250 SOUTH PERALTA WAY
  MORTGAGE AMT:       450,000.00            CITY               ANAHEIM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92807
  UNPAID BALANCE:    449,657.590            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,108.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 45.68528            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080116403               MORTGAGORS:        SANDERS, DAVID

                                                   SANDERS, JACQUELINE
                                            ADDRESS     :    17650 SAN SIMEON STREET
  MORTGAGE AMT:       266,940.00            CITY               FOUNTAIN VA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92708
  UNPAID BALANCE:    266,940.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,821.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99982            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080116668               MORTGAGORS:        WAKEFIELD, JEFFREY
                                            ADDRESS     :    1220 PRINCE STREET
  MORTGAGE AMT:       330,000.00            CITY               ALEXANDRIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   22314
  UNPAID BALANCE:    329,470.650            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,223.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.57143            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080116718               MORTGAGORS:        JOHNSON, DAVID

                                                   JOHNSON, ELIZABETH
                                            ADDRESS     :    33325 NE 70TH STREET
  MORTGAGE AMT:       300,000.00            CITY               CARNATION
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               WA   98014
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,149.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.63722            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080116726               MORTGAGORS:        GIOBBI, ARCHIE

                                                   GIOBBI, MATILDA
                                            ADDRESS     :    1184 Washington Ave.
  MORTGAGE AMT:        78,600.00            CITY               PORTLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               ME   04103
  UNPAID BALANCE:     78,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            549.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080116841               MORTGAGORS:        SCHNEIDER, MICHAEL

                                                   SCHNEIDER, MICAL
                                            ADDRESS     :    3309 FESSENDEN ST NW
  MORTGAGE AMT:       150,000.00            CITY               WASHINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               DC   20008
  UNPAID BALANCE:    149,873.990            OPTION TO CONVERT :      No
  MONTHLY P&I:            985.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080116957               MORTGAGORS:        LEWIS, GEOFFREY

                                                   LEWIS, PAULA
                                            ADDRESS     :    5210 COLLIER PLACE
  MORTGAGE AMT:       480,000.00            CITY               WOODLAND HI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91364
  UNPAID BALANCE:    480,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,274.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080116999               MORTGAGORS:        PERRELLA, FREDERIC

                                                   JOYCE, ELIZABETH
                                            ADDRESS     :    37 MOSES LANE
  MORTGAGE AMT:       483,200.00            CITY               SOUTH HAMPT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.62500                               NY   11968
  UNPAID BALANCE:    483,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,758.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080117054               MORTGAGORS:        ARONOVICI, DAVID

                                                   DE LORME, KATHRYNE
                                            ADDRESS     :    21550 LOCUST DRIVE
  MORTGAGE AMT:       316,000.00            CITY               LOS GATOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95033
  UNPAID BALANCE:    315,765.480            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,209.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080117146               MORTGAGORS:        BRAINARD, RALPH

                                                   BRAINARD, JANICE
                                            ADDRESS     :    6287 SOUTH BOSTON COURT
  MORTGAGE AMT:       264,650.00            CITY               ENGLEWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CO   80111
  UNPAID BALANCE:    264,448.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,827.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99359            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080117161               MORTGAGORS:        HENEGHAN, SEAN

                                                   HENEGHAN, M E
                                            ADDRESS     :    14900 NELSON WAY
  MORTGAGE AMT:       305,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95124
  UNPAID BALANCE:    305,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,080.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.20513            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080117286               MORTGAGORS:        MEISTER, ALBERT

                                                   MEISTER, MARCIA
                                            ADDRESS     :    329 GLENBRIAR CIRCLE
  MORTGAGE AMT:       247,950.00            CITY               TRACY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   95376
  UNPAID BALANCE:    247,770.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,754.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98645            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080117906               MORTGAGORS:        FLOYD, KENNETH
                                            ADDRESS     :    6683 LIGGETT DRIVE
  MORTGAGE AMT:       290,800.00            CITY               OAKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94611
  UNPAID BALANCE:    290,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,983.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080117989               MORTGAGORS:        ROELOFS, BRADFORD

                                                   ROELOFS, LORI
                                            ADDRESS     :    30 COLORADO
  MORTGAGE AMT:       324,000.00            CITY               IRVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92606
  UNPAID BALANCE:    324,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,237.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080118334               MORTGAGORS:        PRICE, GERALD
                                            ADDRESS     :    28 COLBY COURT
  MORTGAGE AMT:       283,400.00            CITY               PLEASANTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94566
  UNPAID BALANCE:    283,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,909.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98690            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080118458               MORTGAGORS:        HABELL, ROBERT

                                                   HABELL, EVA
                                            ADDRESS     :    1961 S WATSON STREET
  MORTGAGE AMT:       328,400.00            CITY               LA HABRA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90631
  UNPAID BALANCE:    328,124.100            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,157.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.99726            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080118482               MORTGAGORS:        BALDONADO, RUBEN

                                                   BALDONADO, THELMA
                                            ADDRESS     :    1980 SOUTH WATSON STREET
  MORTGAGE AMT:       324,000.00            CITY               LA HABRA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90631
  UNPAID BALANCE:    323,727.800            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.91082            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080118516               MORTGAGORS:        GUERRERO, JAIME

                                                   GUERRERO, KATHLEEN
                                            ADDRESS     :    1219 20TH PLACE
  MORTGAGE AMT:       295,000.00            CITY               HERMOSA BEA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90254
  UNPAID BALANCE:    294,758.180            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,962.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.04545            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080119423               MORTGAGORS:        SHAPIRO, GEORGE

                                                   BELL, MARTHA
                                            ADDRESS     :    34 WELLINGTON COURT
  MORTGAGE AMT:       300,000.00            CITY               BROOKLYN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   11230
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,046.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 85.71429            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           02/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080119472               MORTGAGORS:        THARP, WALTER

                                                   THARP, DEBORAH
                                            ADDRESS     :    635 HENNESSY AVENUE
  MORTGAGE AMT:       340,800.00            CITY               SIMI VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               CA   93605
  UNPAID BALANCE:    340,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,441.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121338               MORTGAGORS:        HOERNER, MEGAN

                                                   HOERNER, PETER
                                            ADDRESS     :    2415 SOUTH STREET
  MORTGAGE AMT:       265,000.00            CITY               PHILA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               PA   19146
  UNPAID BALANCE:    265,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,807.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.10582            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121478               MORTGAGORS:        WELLS, MARSHALL

                                                   WELLS, BETSY
                                            ADDRESS     :    3006 WOODSIDE MEADOWS RD
  MORTGAGE AMT:       308,000.00            CITY               PLEASANT HI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94523
  UNPAID BALANCE:    307,505.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,075.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121486               MORTGAGORS:        GARRETT, STEVEN

                                                   GARRETT, CHERIE
                                            ADDRESS     :    2319 LEONARDO STREET
  MORTGAGE AMT:       291,000.00            CITY               DAVIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95616
  UNPAID BALANCE:    290,761.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,936.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99528            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121494               MORTGAGORS:        CHESNEY, WILLIAM

                                                   CHESNEY, ELLEN
                                            ADDRESS     :    81 W END AVENUE
  MORTGAGE AMT:       295,200.00            CITY               POMPTON PLA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   07444
  UNPAID BALANCE:    294,963.930            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,988.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121502               MORTGAGORS:        WARD, L

                                                   WARD, CHRISTINE
                                            ADDRESS     :    385 PETERSFORD WAY
  MORTGAGE AMT:       315,800.00            CITY               ALPHARETTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               GA   30004
  UNPAID BALANCE:    315,293.420            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,127.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.95000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121510               MORTGAGORS:        PARSON, STACY
                                            ADDRESS     :    260 SEQUOYAH VIEW DRIVE
  MORTGAGE AMT:       248,000.00            CITY               OAKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94605
  UNPAID BALANCE:    247,811.290            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,712.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121528               MORTGAGORS:        REED, WILLIAM

                                                   REED, APRIL
                                            ADDRESS     :    124 CATALINA DRIVE
  MORTGAGE AMT:       279,000.00            CITY               HERCULES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94547
  UNPAID BALANCE:    278,765.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,832.83            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121536               MORTGAGORS:        VASQUEZ, SANDY

                                                   ARRIGHI, ALESSANDRA
                                            ADDRESS     :    2802 BRADFORD AVENUE
  MORTGAGE AMT:       340,000.00            CITY               ARCADIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91007
  UNPAID BALANCE:    339,454.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,290.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.27273            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121544               MORTGAGORS:        LANDFRIED, MATTHEW
                                            ADDRESS     :    325 S BALD HEAD WYND
  MORTGAGE AMT:       300,000.00            CITY               BALD HEAD I
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NC   28461
  UNPAID BALANCE:    299,506.750            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,995.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.44286            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121551               MORTGAGORS:        OPENSHAW, ERIC
                                            ADDRESS     :    80 945 CEDAR CREST
  MORTGAGE AMT:       280,000.00            CITY               LA QUINTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92253
  UNPAID BALANCE:    279,792.190            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,957.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121569               MORTGAGORS:        CHAVEZ, MICHAEL

                                                   CHAVEZ, JULIE
                                            ADDRESS     :    6631 BRIGHT WATER TRAIL
  MORTGAGE AMT:       252,200.00            CITY               LITTLETON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80125
  UNPAID BALANCE:    251,785.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,677.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.97210            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121577               MORTGAGORS:        HINES, CONNIE
                                            ADDRESS     :    4000 MOCKINGBIRD LANE
  MORTGAGE AMT:       296,800.00            CITY               COLLEYVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   76034
  UNPAID BALANCE:    296,323.850            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,999.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121585               MORTGAGORS:        SHONTZ, HENRY

                                                   SHONTZ, BARBARA
                                            ADDRESS     :    2174 DETWEILER ROAD
  MORTGAGE AMT:       322,000.00            CITY               POTTSTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               PA   19464
  UNPAID BALANCE:    321,708.910            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,035.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.50617            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121593               MORTGAGORS:        MARTIN, LORENA
                                            ADDRESS     :    6523 COUNTRY CLUB DRIVE
  MORTGAGE AMT:       272,000.00            CITY               LA VERNE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91750
  UNPAID BALANCE:    271,787.810            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,855.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 85.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121601               MORTGAGORS:        GOODRICH, HART

                                                   GOODRICH, AMY
                                            ADDRESS     :    6 WILDERNESS GATE
  MORTGAGE AMT:       587,250.00            CITY               SANTA FE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               NM   87501
  UNPAID BALANCE:    586,375.620            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,106.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121619               MORTGAGORS:        CIMINO, KIM
                                            ADDRESS     :    1575 PALOMA STREET
  MORTGAGE AMT:       252,000.00            CITY               PASADENA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91104
  UNPAID BALANCE:    251,783.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,634.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121627               MORTGAGORS:        WILSON, JO
                                            ADDRESS     :    8 BREEZY COURT
  MORTGAGE AMT:       279,000.00            CITY               REISTERSTOW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MD   21136
  UNPAID BALANCE:    278,787.710            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,926.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121635               MORTGAGORS:        MILLER, CHRISTOPHE

                                                   MILLER, CHRISTINA
                                            ADDRESS     :    1948 SILVERHEELS DRIVE
  MORTGAGE AMT:       273,200.00            CITY               LARKSPUR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.37500                               CO   80118
  UNPAID BALANCE:    272,946.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,704.42            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121643               MORTGAGORS:        HYLAND, BRIAN

                                                   HYLAND, NINA
                                            ADDRESS     :    17520 SERENE DRIVE
  MORTGAGE AMT:       440,000.00            CITY               MORGAN HILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95037
  UNPAID BALANCE:    440,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,964.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.33333            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121676               MORTGAGORS:        EDWARDS, GEORGE
                                            ADDRESS     :    8820 ASHCROFT AVENUE
  MORTGAGE AMT:       336,000.00            CITY               WEST HOLLYW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90048
  UNPAID BALANCE:    334,925.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,207.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121692               MORTGAGORS:        PARON, GERARDO

                                                   SCOWDEN, TIMOTHY
                                            ADDRESS     :    3620 AMESBURY ROAD
  MORTGAGE AMT:       548,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90027
  UNPAID BALANCE:    547,539.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,599.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121700               MORTGAGORS:        NACCO, GREGORY

                                                   GORDON, SARAH
                                            ADDRESS     :    6 KENILWORTH COURT
  MORTGAGE AMT:       335,000.00            CITY               NOVATO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   94945
  UNPAID BALANCE:    335,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,145.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.60000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121742               MORTGAGORS:        PEDERSEN, ERIC

                                                   ROOS PEDERSE, KRISTI
                                            ADDRESS     :    1473 SILVIUS AVENUE
  MORTGAGE AMT:       328,000.00            CITY               SAN PEDRO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90731
  UNPAID BALANCE:    327,724.440            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,154.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121767               MORTGAGORS:        NASHOLD, FREDERICK

                                                   FAN, YUEZHEN
                                            ADDRESS     :    1641 VIA FORTUNA
  MORTGAGE AMT:       360,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95120
  UNPAID BALANCE:    359,719.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,455.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.09645            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121775               MORTGAGORS:        CLINE, GARY

                                                   CLINE, LAUREN
                                            ADDRESS     :    804 MCCLAY ROAD
  MORTGAGE AMT:       369,500.00            CITY               NOVATO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94947
  UNPAID BALANCE:    369,189.580            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,427.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.58333            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121791               MORTGAGORS:        BROWN, TIMOTHY

                                                   BROWN, SARAH
                                            ADDRESS     :    510 EL INVIERNO DRIVE
  MORTGAGE AMT:       264,000.00            CITY               GILROY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95020
  UNPAID BALANCE:    264,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,800.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121809               MORTGAGORS:        WANG, XIAO

                                                   CHEN, HUI
                                            ADDRESS     :    1745 LAS GALLINAS AVENUE
  MORTGAGE AMT:       312,000.00            CITY               SAN RAFAEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94903
  UNPAID BALANCE:    311,744.260            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,075.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121825               MORTGAGORS:        GERY, GARY

                                                   GERY, LORA
                                            ADDRESS     :    9955 POPPY HILLS DRIVE
  MORTGAGE AMT:       280,000.00            CITY               OAKDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95361
  UNPAID BALANCE:    279,539.620            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,862.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121833               MORTGAGORS:        CHORLEY, THOMAS

                                                   CHORLEY, MARILYN
                                            ADDRESS     :    454 GLENBRIAR CIRCLE
  MORTGAGE AMT:       188,900.00            CITY               TRACY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95376
  UNPAID BALANCE:    188,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,320.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99085            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121866               MORTGAGORS:        CHING, GREGORY

                                                   CHING, BETTY
                                            ADDRESS     :    2209 ROBINSON STREET
  MORTGAGE AMT:       304,000.00            CITY               REDONDO BEA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90278
  UNPAID BALANCE:    303,441.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,997.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121890               MORTGAGORS:        COPELAND, MARK

                                                   COPELAND, KATHLEEN
                                            ADDRESS     :    1651 DEL DAYO DRIVE
  MORTGAGE AMT:       426,500.00            CITY               CARMICHAEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95608
  UNPAID BALANCE:    426,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,909.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.82456            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121924               MORTGAGORS:        PATEL, ASHWIN

                                                   PATEL, RANJAN
                                            ADDRESS     :    3627 NORTREE STREET
  MORTGAGE AMT:       292,500.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95148
  UNPAID BALANCE:    292,282.930            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,045.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121940               MORTGAGORS:        HALPERN, RICHARD

                                                   HALPERN, CAROL
                                            ADDRESS     :    266 SANTA MARGARITA DRIVE
  MORTGAGE AMT:       300,000.00            CITY               SAN RAFAEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94901
  UNPAID BALANCE:    299,760.090            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,021.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121965               MORTGAGORS:        BLASEK, MICHAEL

                                                   BLASEK, JAYNE
                                            ADDRESS     :    321 SLEEPY HOLLOW COURT
  MORTGAGE AMT:       355,600.00            CITY               MAPLE GLEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               PA   19002
  UNPAID BALANCE:    355,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,456.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99730            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080121999               MORTGAGORS:        HICKS, LESTER

                                                   HICKS, SHARON
                                            ADDRESS     :    1360 PUENTE STREET
  MORTGAGE AMT:       291,000.00            CITY               SAN DIMAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91773
  UNPAID BALANCE:    290,761.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,936.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.57895            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080122039               MORTGAGORS:        MATTHEWS, RAYMOND

                                                   MATTHEWS, BONNIE
                                            ADDRESS     :    1273 ASHCROFT LANE
  MORTGAGE AMT:       253,600.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95118
  UNPAID BALANCE:    253,407.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,751.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080122120               MORTGAGORS:        FINLEV, GERSON

                                                   FINLEV, LESLIE
                                            ADDRESS     :    1144 PALM DRIVE
  MORTGAGE AMT:       286,000.00            CITY               BURLINGAME
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94010
  UNPAID BALANCE:    286,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,926.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.96296            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123730               MORTGAGORS:        ASLAY, JONATHAN

                                                   ASLAY, ERIN
                                            ADDRESS     :    1532 ADDISON ROAD
  MORTGAGE AMT:       500,000.00            CITY               PALOS VERDE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90274
  UNPAID BALANCE:    499,600.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,368.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.46377            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123755               MORTGAGORS:        LIANG, GUI

                                                   LEE, MAN
                                            ADDRESS     :    19041 HAYES STREET
  MORTGAGE AMT:       259,000.00            CITY               CASTRO VALL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94546
  UNPAID BALANCE:    258,802.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,788.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98765            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123763               MORTGAGORS:        VON BAILLOU, NICOLAUS
                                            ADDRESS     :    7075 EXETER DRIVE
  MORTGAGE AMT:       388,000.00            CITY               OAKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94611
  UNPAID BALANCE:    387,697.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,646.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123797               MORTGAGORS:        ABDON, LEMUEL

                                                   ABDON, ROSALIA
                                            ADDRESS     :    318 BROOKVIEW WAY
  MORTGAGE AMT:       322,400.00            CITY               HAYWARD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94544
  UNPAID BALANCE:    322,148.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,199.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.85693            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123805               MORTGAGORS:        ADAM, ROBERT

                                                   ADAM, SHARON
                                            ADDRESS     :    3421 TROUT LAKE CAMP ROAD
  MORTGAGE AMT:       500,000.00            CITY               PINE RIVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MN   56474
  UNPAID BALANCE:    499,600.150            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,368.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 33.33333            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123813               MORTGAGORS:        ADAM, SAM

                                                   ADAM, JULIET
                                            ADDRESS     :    4482 HEPPNER LANE
  MORTGAGE AMT:       275,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95136
  UNPAID BALANCE:    274,489.740            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,899.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.94186            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123821               MORTGAGORS:        ALEXANDER, LANCE

                                                   ALEXANDER, KATHLEEN
                                            ADDRESS     :    29030 NORTH IRONWOOD LANE
  MORTGAGE AMT:       271,400.00            CITY               SAUGUS AREA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91350
  UNPAID BALANCE:    271,188.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,851.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.97383            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123839               MORTGAGORS:        ANDERSON, ANTHON

                                                   ANDERSON, KIMBERLY
                                            ADDRESS     :    2739 EAST GLEN ABBEY WAY
  MORTGAGE AMT:       275,200.00            CITY               SANDY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               UT   84093
  UNPAID BALANCE:    274,974.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,830.92            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123847               MORTGAGORS:        ANDERSON, CRAIG

                                                   ANDERSON, SHABNAM
                                            ADDRESS     :    2165 SAN JOSE AVENUE
  MORTGAGE AMT:       292,000.00            CITY               ALAMEDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94501
  UNPAID BALANCE:    291,772.210            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,991.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123854               MORTGAGORS:        APONTE, JOEL
                                            ADDRESS     :    6106 SOARING PINE
  MORTGAGE AMT:       240,000.00            CITY               HUMBLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               TX   77345
  UNPAID BALANCE:    239,817.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,657.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.97085            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123862               MORTGAGORS:        ARKIN, JAY

                                                   ARKIN, CLAUDINE
                                            ADDRESS     :    9303 ROBNEL PLACE
  MORTGAGE AMT:       307,600.00            CITY               VIENNA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               VA   22182
  UNPAID BALANCE:    307,341.570            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,020.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123870               MORTGAGORS:        ASBAGH, GREGORY

                                                   ARROYO ASBAG, MARIA
                                            ADDRESS     :    817 WOOD DRIVE
  MORTGAGE AMT:       434,400.00            CITY               ENCINITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92024
  UNPAID BALANCE:    434,043.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,890.08            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123888               MORTGAGORS:        ASKEW, PAMELA

                                                   ASKEW, PETER
                                            ADDRESS     :    161 E CHICAGO AVENUE
  MORTGAGE AMT:       468,000.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               IL   60611
  UNPAID BALANCE:    468,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,153.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123896               MORTGAGORS:        ASSELSTINE, ROBERT

                                                   ASSELSTINE, LOUISE
                                            ADDRESS     :    2603 CONCORD COURT
  MORTGAGE AMT:       294,400.00            CITY               MCKINNEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   75070
  UNPAID BALANCE:    294,164.570            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,983.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.56697            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123904               MORTGAGORS:        ATKINSON, KEVIN

                                                   ATKINSON, RAMONA
                                            ADDRESS     :    9949 CAMBERLY COURT
  MORTGAGE AMT:       270,000.00            CITY               GRANITE BAY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95746
  UNPAID BALANCE:    269,789.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,841.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123912               MORTGAGORS:        BALDEMOR, HECTOR

                                                   BALDEMOR, AMPARO
                                            ADDRESS     :    214 NIETO AVENUE
  MORTGAGE AMT:       282,400.00            CITY               LONG BEACH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   90803
  UNPAID BALANCE:    282,195.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,998.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123920               MORTGAGORS:        BARHAM, BILLY

                                                   BARHAM, SYLVIA
                                            ADDRESS     :    18 LOYOLA CIRCLE
  MORTGAGE AMT:       248,000.00            CITY               HOT SPRINGS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               AR   71909
  UNPAID BALANCE:    247,791.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,629.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.58974            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123938               MORTGAGORS:        BELGRADE, DAVID

                                                   BELGRADE, MARGARET
                                            ADDRESS     :    75 BAY ROAD
  MORTGAGE AMT:       307,000.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NY   11743
  UNPAID BALANCE:    306,748.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,042.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 43.85714            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123946               MORTGAGORS:        BELL, THOMAS

                                                   BELL, KATHLEEN
                                            ADDRESS     :    28230 NORTH INFINITY
  MORTGAGE AMT:       384,400.00            CITY               SAUGUS AREA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91350
  UNPAID BALANCE:    384,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,589.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99767            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123953               MORTGAGORS:        BELT, KENNETH

                                                   BELT, TAMRA
                                            ADDRESS     :    3114 FALLING BROOK
  MORTGAGE AMT:       291,600.00            CITY               SAN ANTONIO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               TX   78258
  UNPAID BALANCE:    291,372.520            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,989.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99232            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080123979               MORTGAGORS:        BENNETT, SCOTT
                                            ADDRESS     :    2520 MARSH HEN DR
  MORTGAGE AMT:        84,000.00            CITY               LONG BEACH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               NC   28465
  UNPAID BALANCE:     83,790.710            OPTION TO CONVERT :      No
  MONTHLY P&I:            601.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.33333            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124001               MORTGAGORS:        BIGGS, DOUGLAS

                                                   BIGGS, JENNIFER
                                            ADDRESS     :    141 CERRO CREST DRIVE
  MORTGAGE AMT:       452,000.00            CITY               CAMARILLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   93010
  UNPAID BALANCE:    451,629.500            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,007.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124019               MORTGAGORS:        BOCCADORO, TINA

                                                   SMITH, KATHERINE
                                            ADDRESS     :    1681 HALIFAX WAY
  MORTGAGE AMT:       270,750.00            CITY               EL DORADO H
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95762
  UNPAID BALANCE:    270,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,847.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124027               MORTGAGORS:        BOETTGER, MICHAEL

                                                   BOETTGER, CHRISTINA
                                            ADDRESS     :    10337 NORTH CHANTEL LANE
  MORTGAGE AMT:       300,000.00            CITY               STOCKTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95212
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,995.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.17073            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124035               MORTGAGORS:        BOLANDER, JARIE

                                                   BENCSIK, MARGARET
                                            ADDRESS     :    2439 BREWSTER AVENUE
  MORTGAGE AMT:       294,750.00            CITY               REDWOOD CIT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94062
  UNPAID BALANCE:    294,508.400            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,960.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124043               MORTGAGORS:        BOURGEOIS, KEITH

                                                   BOURGEOIS, KAREN
                                            ADDRESS     :    101 LIVINGSTON PLACE
  MORTGAGE AMT:       400,000.00            CITY               METAIRIE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               LA   70005
  UNPAID BALANCE:    399,695.630            OPTION TO CONVERT :      No\  MONTHLY P&I:
2,762.70            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124068               MORTGAGORS:        BOZIC, STANIMIR
                                            ADDRESS     :    18 DOE VIEW LANE
  MORTGAGE AMT:       472,500.00            CITY               POUND RIDGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.12500                               NY   10576
  UNPAID BALANCE:    472,190.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,508.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124076               MORTGAGORS:        BRADLEY, KATHLEEN
                                            ADDRESS     :    2265 STONY HILL COURT
  MORTGAGE AMT:       280,000.00            CITY               BOULDER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CO   80303
  UNPAID BALANCE:    279,786.930            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,933.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124084               MORTGAGORS:        BRADY, HELENA
                                            ADDRESS     :    3672 HANCOCK LANE
  MORTGAGE AMT:       403,400.00            CITY               DOYLESTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               PA   18901
  UNPAID BALANCE:    403,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,820.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98303            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124092               MORTGAGORS:        BROADFOOT, BRUCE

                                                   BROADFOOT, DENISE
                                            ADDRESS     :    1622 FUERTE HILLS DRIVE
  MORTGAGE AMT:       283,300.00            CITY               EL CAJON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92020
  UNPAID BALANCE:    283,067.770            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,884.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.55263            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124100               MORTGAGORS:        BROSTKO, KENNETH
                                            ADDRESS     :    1362 PALOU AVENUE
  MORTGAGE AMT:       132,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   94124
  UNPAID BALANCE:    131,847.010            OPTION TO CONVERT :      No
  MONTHLY P&I:            922.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124118               MORTGAGORS:        BROWN, STEVEN

                                                   BROWN, ROBYN
                                            ADDRESS     :    3708 LOS CERROS PLACE
  MORTGAGE AMT:       323,000.00            CITY               DAVIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95616
  UNPAID BALANCE:    322,748.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,203.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.90476            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124126               MORTGAGORS:        BROWN, DONNA

                                                   FOSTER, COLLEEN
                                            ADDRESS     :    310 VILLAGE CREEK ROAD
  MORTGAGE AMT:       268,000.00            CITY               APTOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95003
  UNPAID BALANCE:    268,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,851.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124134               MORTGAGORS:        BRUNS, HELEN
                                            ADDRESS     :    411 OAK GLEN DRIVE
  MORTGAGE AMT:       116,000.00            CITY               MURPHY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               TX   75094
  UNPAID BALANCE:    115,913.910            OPTION TO CONVERT :      No
  MONTHLY P&I:            811.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124142               MORTGAGORS:        BURTON, MICHAEL

                                                   BURTON, THERESA
                                            ADDRESS     :    5 HEMINGWAY COURT
  MORTGAGE AMT:       297,772.00            CITY               TRABUCO CAN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92679
  UNPAID BALANCE:    297,533.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,006.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99979            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124159               MORTGAGORS:        BUTTERFIELD, MARILYN
                                            ADDRESS     :    640 MANHASSET DRIVE
  MORTGAGE AMT:       320,000.00            CITY               WALNUT CREE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94598
  UNPAID BALANCE:    319,737.700            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.56522            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124175               MORTGAGORS:        CARDEN, DOUGLAS

                                                   CARDEN, MARY
                                            ADDRESS     :    042199
  MORTGAGE AMT:       322,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   90034
  UNPAID BALANCE:    321,766.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,279.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.76471            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124183               MORTGAGORS:        CARLSON, TIMOTHY

                                                   LOCKE, TERESA
                                            ADDRESS     :    7537 SE 30TH AVE
  MORTGAGE AMT:       265,000.00            CITY               PORTLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               OR   97202
  UNPAID BALANCE:    265,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,807.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.92764            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124191               MORTGAGORS:        CASE, SAM

                                                   CASE, CHRISTINA
                                            ADDRESS     :    850 MONTE VERDE DRIVE
  MORTGAGE AMT:       368,000.00            CITY               ARCADIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   91007
  UNPAID BALANCE:    367,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,573.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124217               MORTGAGORS:        CENTNER, RICHARD
                                            ADDRESS     :    631 SANDY DALE ROAD
  MORTGAGE AMT:       140,000.00            CITY               NIPOMO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   93444
  UNPAID BALANCE:    139,673.080            OPTION TO CONVERT :      No
  MONTHLY P&I:            943.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124225               MORTGAGORS:        CERNIGLIA, MARC
                                            ADDRESS     :    252 BALDWIN HILL ROAD
  MORTGAGE AMT:       304,000.00            CITY               NEW PRESTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CT   06777
  UNPAID BALANCE:    303,756.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,048.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124233               MORTGAGORS:        CHEN, SAMMUEL

                                                   CHEN, JANE
                                            ADDRESS     :    1450 WEST HAVEN ROAD
  MORTGAGE AMT:       340,000.00            CITY               SAN MARINO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91108
  UNPAID BALANCE:    340,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,319.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.81818            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124241               MORTGAGORS:        CHEN, PHYLLIS
                                            ADDRESS     :    1187 SOUTH CREEK
  MORTGAGE AMT:       274,080.00            CITY               WIXOM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               MI   48393
  UNPAID BALANCE:    273,850.100            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,963.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124258               MORTGAGORS:        CHERNOCK, MITCHELL

                                                   NORMANDIN, DURELL
                                            ADDRESS     :    891 JEFFERSON STREET
  MORTGAGE AMT:       320,000.00            CITY               BENICIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94510
  UNPAID BALANCE:    319,737.700            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124266               MORTGAGORS:        CHIESA, SHERRI

                                                   CHIESA, WILLIAM
                                            ADDRESS     :    2051 29TH AVENUE
  MORTGAGE AMT:       348,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94116
  UNPAID BALANCE:    348,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,403.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124274               MORTGAGORS:        CILI, NORMA

                                                   CAHILL-O'BRIEN, TIM
                                            ADDRESS     :    8 OAK FOREST ROAD
  MORTGAGE AMT:       496,000.00            CITY               NOVATO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94949
  UNPAID BALANCE:    496,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,258.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124282               MORTGAGORS:        CLARK, STEVEN
                                            ADDRESS     :    2607 AND 2609 BURNEY DRIV
  MORTGAGE AMT:       109,000.00            CITY               COLUMBIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               SC   29205
  UNPAID BALANCE:    108,912.830            OPTION TO CONVERT :      No
  MONTHLY P&I:            734.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.78261            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124290               MORTGAGORS:        CONCANNON, JOHN

                                                   WIDGER, JUDY
                                            ADDRESS     :    1455 TRIMBLE LANE
  MORTGAGE AMT:       263,000.00            CITY               CLOVERDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               CA   95425
  UNPAID BALANCE:    262,823.520            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,929.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 83.09637            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124308               MORTGAGORS:        COOPER, PHILIP

                                                   COOPER, PATRICIA
                                            ADDRESS     :    796 HOLBERTSON COURT
  MORTGAGE AMT:       319,200.00            CITY               SIMI VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   93065
  UNPAID BALANCE:    318,950.990            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,177.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124324               MORTGAGORS:        COSTA, JAMES

                                                   COSTA, MARY
                                            ADDRESS     :    1847 WEST 26TH STREET
  MORTGAGE AMT:       264,000.00            CITY               SAN PEDRO A
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90732
  UNPAID BALANCE:    263,794.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,800.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124332               MORTGAGORS:        CROWTHER, DEAN

                                                   CROWTHER, MICHELLE
                                            ADDRESS     :    1616 S HUGHES RD
  MORTGAGE AMT:       270,000.00            CITY               BRIGHTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               MI   48114
  UNPAID BALANCE:    269,804.580            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,911.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.65587            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124340               MORTGAGORS:        CUSUMANO, JOSEPH

                                                   CUSUMANO, CHRISTINE
                                            ADDRESS     :    28112 LAS BRISAS DEL MAR
  MORTGAGE AMT:       556,000.00            CITY               SAN JUAN CA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92675
  UNPAID BALANCE:    554,115.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,652.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.74194            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           02/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124357               MORTGAGORS:        DEA, ANDREW

                                                   ALBOSTA, CHARLENE
                                            ADDRESS     :    16692 WANDERER LANE
  MORTGAGE AMT:       660,000.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92649
  UNPAID BALANCE:    659,472.200            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,446.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.65854            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124365               MORTGAGORS:        DEW, SANDRA
                                            ADDRESS     :    9864 HIGH WATER COURT
  MORTGAGE AMT:        97,300.00            CITY               BURKE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               VA   22015
  UNPAID BALANCE:     97,227.790            OPTION TO CONVERT :      No
  MONTHLY P&I:            680.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124373               MORTGAGORS:        ELLIOTT, GLENN

                                                   ELLIOTT, CHERYL
                                            ADDRESS     :    28A TOMAC AVENUE
  MORTGAGE AMT:       760,000.00            CITY               OLD GREENWI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CT   06870
  UNPAID BALANCE:    759,435.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,314.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:103
  --------------------------------------------------------------------------------

  LN # 0080124381               MORTGAGORS:        ENSOR, GARY

                                                   ENSOR, BRONWYN
                                            ADDRESS     :    175 VIA OLIVERA
  MORTGAGE AMT:       339,000.00            CITY               CAMARILLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   93012
  UNPAID BALANCE:    338,628.900            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,283.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.99586            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124399               MORTGAGORS:        ESKANDAR, ZIAD

                                                   ESKANDAR, RENE
                                            ADDRESS     :    14278 WEST SEQUOIA ROAD
  MORTGAGE AMT:       303,750.00            CITY               CANYON COUN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91351
  UNPAID BALANCE:    303,501.020            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,020.86            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99505            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124407               MORTGAGORS:        EUN, HANNA

                                                   REINER, ULRICH
                                            ADDRESS     :    4010 22ND STREET, NORTH
  MORTGAGE AMT:       285,000.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               VA   22207
  UNPAID BALANCE:    284,766.380            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,896.12            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.02597            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124415               MORTGAGORS:        EVANS, DAVID

                                                   EVANS, LYNN
                                            ADDRESS     :    1400 NORTH IVANHOE STREET
  MORTGAGE AMT:       260,750.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               VA   22205
  UNPAID BALANCE:    260,561.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,845.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.02041            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124423               MORTGAGORS:        EVANS, SCOTT

                                                   EVANS, KRISTINE
                                            ADDRESS     :    6008 N 2ND STREET
  MORTGAGE AMT:       306,000.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               VA   22203
  UNPAID BALANCE:    305,761.290            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,087.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124431               MORTGAGORS:        FAX, CHARLES

                                                   WEIL, MICHELE
                                            ADDRESS     :    10720 GLOXINIA DRIVE
  MORTGAGE AMT:       334,500.00            CITY               ROCKVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MD   20852
  UNPAID BALANCE:    334,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,281.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.17021            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124449               MORTGAGORS:        FEUER, SCOTT

                                                   FEUER, SARAH
                                            ADDRESS     :    16 LEROY STREET
  MORTGAGE AMT:       400,000.00            CITY               TENAFLY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NJ   07670
  UNPAID BALANCE:    399,687.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,728.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124456               MORTGAGORS:        FLORES, RUDOLPH

                                                   DILAMI FLORE, MOJGAN
                                            ADDRESS     :    16651 LANDMARK AVENUE
  MORTGAGE AMT:       298,300.00            CITY               YORBA LINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92886
  UNPAID BALANCE:    298,055.480            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,984.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124464               MORTGAGORS:        FOLEY, SEAN
                                            ADDRESS     :    25 LYRA WAY
  MORTGAGE AMT:       420,200.00            CITY               COTO DE CAZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92679
  UNPAID BALANCE:    419,855.560            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,795.61            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.61575            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124472               MORTGAGORS:        FREEMAN, DOUGLAS

                                                   FREEMAN, CYNTHIA
                                            ADDRESS     :    4306 EAST ELKO STREET
  MORTGAGE AMT:       160,000.00            CITY               LONG BEACH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90814
  UNPAID BALANCE:    159,872.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,077.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124480               MORTGAGORS:        FREYD, WILLIAM

                                                   CARLSON, DIANE
                                            ADDRESS     :    1876 FAIRFIELD TERRACE
  MORTGAGE AMT:       256,000.00            CITY               HENDERSON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NV   89014
  UNPAID BALANCE:    255,795.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,724.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124498               MORTGAGORS:        FRIESEMA, STUART

                                                   FRIESEMA, GRACIA
                                            ADDRESS     :    7686 CAMINITO COROMANDEL
  MORTGAGE AMT:       414,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92037
  UNPAID BALANCE:    413,684.980            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,859.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124506               MORTGAGORS:        FRIZZELL, RONNIE

                                                   FRIZZELL, MONA
                                            ADDRESS     :    6319 CANTERBURY CLOSE
  MORTGAGE AMT:       528,700.00            CITY               Brentwood,
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               TN   37027
  UNPAID BALANCE:    528,297.700            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,651.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 85.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124514               MORTGAGORS:        FULLMER, JAMES

                                                   FULLMER, KAREN
                                            ADDRESS     :    211 FALL RIVER DRIVE
  MORTGAGE AMT:       365,350.00            CITY               FOLSOM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95630
  UNPAID BALANCE:    365,064.980            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,492.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.98768            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124522               MORTGAGORS:        GASCOIGNE, JULIE

                                                   GASCOIGNE, PAUL
                                            ADDRESS     :    65 WHITEWOOD ROAD
  MORTGAGE AMT:       280,200.00            CITY               MILFORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MA   01757
  UNPAID BALANCE:    279,986.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,935.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.98305            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124530               MORTGAGORS:        GELOSO, THEODORE

                                                   METZGER, MADELEINE
                                            ADDRESS     :    38 DARTMOUTH DRIVE
  MORTGAGE AMT:       422,000.00            CITY               LARKSPUR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94939
  UNPAID BALANCE:    422,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,914.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124548               MORTGAGORS:        GLENN, J
                                            ADDRESS     :    1428 HEATHERWOOD ROAD
  MORTGAGE AMT:       280,000.00            CITY               COLUMBIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               SC   29205
  UNPAID BALANCE:    280,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,933.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.33333            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124563               MORTGAGORS:        GOODMAN, H W

                                                   BOLLING GOOD, MOLLY
                                            ADDRESS     :    19 NORTH SHERRILL  ROAD
  MORTGAGE AMT:       350,000.00            CITY               LITTLE ROCK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               AR   72202
  UNPAID BALANCE:    349,713.110            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,328.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.94690            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124589               MORTGAGORS:        GRANADINO, ROBERT

                                                   LEGASPI, GLORIA
                                            ADDRESS     :    2915 CLARMEYA LANE
  MORTGAGE AMT:       384,000.00            CITY               PASADENA AR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91107
  UNPAID BALANCE:    384,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,490.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124597               MORTGAGORS:        GRAYSON, JUDEE

                                                   MISTEREK, MARK
                                            ADDRESS     :    4247 EAST 26TH AVENUE
  MORTGAGE AMT:        85,600.00            CITY               SPOKANE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               WA   99223
  UNPAID BALANCE:     85,536.470            OPTION TO CONVERT :      No
  MONTHLY P&I:            598.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124605               MORTGAGORS:        GUERRA, ADOLPH

                                                   GUERRA, CAROL ANN
                                            ADDRESS     :    831 INSPIRATION LANE
  MORTGAGE AMT:       303,300.00            CITY               ESCONDIDO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92025
  UNPAID BALANCE:    303,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,043.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124613               MORTGAGORS:        HABASH, LOUIS
                                            ADDRESS     :    2833 VISTA MARIANA
  MORTGAGE AMT:       364,000.00            CITY               CARLSBAD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92009
  UNPAID BALANCE:    363,708.910            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,452.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124621               MORTGAGORS:        HARDI, DEAN

                                                   HARDI, RHONDA
                                            ADDRESS     :    4608 PASEO MARAVILLA
  MORTGAGE AMT:       325,000.00            CITY               CAMARILLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               CA   90312
  UNPAID BALANCE:    324,706.190            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,054.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.17127            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124639               MORTGAGORS:        HARDY, DONALD

                                                   PASSALACQUA, FRANCESCA
                                            ADDRESS     :    545 MIRA VISTA AVENUE
  MORTGAGE AMT:       391,300.00            CITY               OAKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94610
  UNPAID BALANCE:    390,971.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,570.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124647               MORTGAGORS:        HARTLEY, MYLES

                                                   HARTLEY, DEBORAH
                                            ADDRESS     :    2531 JARDIN DRIVE
  MORTGAGE AMT:       313,000.00            CITY               WESTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               FL   33327
  UNPAID BALANCE:    312,773.450            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,215.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 88.92045            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124654               MORTGAGORS:        HARVEY, JESSE

                                                   HARVEY, JEAN
                                            ADDRESS     :    3725 OLYMPIA DRIVE
  MORTGAGE AMT:       153,900.00            CITY               WINSTON SAL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NC   27104
  UNPAID BALANCE:    153,782.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,062.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124662               MORTGAGORS:        HAWKINS, KIMBERLY
                                            ADDRESS     :    1570 VIA CAPRI #5
  MORTGAGE AMT:       184,000.00            CITY               LAGUNA BEAC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92651
  UNPAID BALANCE:    183,856.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,255.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124670               MORTGAGORS:        HENSON, OLDEN

                                                   MOXY, DENIECE
                                            ADDRESS     :    1126 SILVER MAPLE LANE
  MORTGAGE AMT:       401,300.00            CITY               HAYWARD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94545
  UNPAID BALANCE:    400,886.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,737.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99633            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124688               MORTGAGORS:        HERMAN, DIMITRY

                                                   HERMAN, STACEY
                                            ADDRESS     :    338 NEHOIDEN STREET
  MORTGAGE AMT:       318,750.00            CITY               NEEDHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02492
  UNPAID BALANCE:    318,501.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,174.44            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.30070            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124696               MORTGAGORS:        HERRIN, OSCAR EMMA

                                                   HERRIN, MARILOU
                                            ADDRESS     :    28211 NORTH INFINITY CIRC
  MORTGAGE AMT:       314,000.00            CITY               SAUGUS AREA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   91350
  UNPAID BALANCE:    313,497.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,036.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.97942            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124704               MORTGAGORS:        HESS, DAVID

                                                   HESS, MELISSA
                                            ADDRESS     :    37457 SNICKERSVILLE TURNP
  MORTGAGE AMT:       300,000.00            CITY               PHILOMONT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               VA   20131
  UNPAID BALANCE:    299,765.970            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,046.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124712               MORTGAGORS:        HINES, ALAN

                                                   HINES, CYNTHIA
                                            ADDRESS     :    9746 BANYAN STREET
  MORTGAGE AMT:       247,000.00            CITY               RANCHO CUCA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91737
  UNPAID BALANCE:    246,807.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,684.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124720               MORTGAGORS:        HOCH, MARIE

                                                   SHAMRAY, PETER
                                            ADDRESS     :    14 RICHARDSON ROAD
  MORTGAGE AMT:       367,850.00            CITY               NOVATO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94949
  UNPAID BALANCE:    367,548.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,447.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99104            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124738               MORTGAGORS:        HODGE, ROBERT
                                            ADDRESS     :    3685 AUBURN FOLSOM ROAD
  MORTGAGE AMT:       402,500.00            CITY               LOOMIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95650
  UNPAID BALANCE:    402,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,814.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124746               MORTGAGORS:        HOLZBERG, MARK
                                            ADDRESS     :    13 DUCK POND LANE
  MORTGAGE AMT:       358,900.00            CITY               RAMSEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               NJ   07446
  UNPAID BALANCE:    358,653.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,602.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.77083            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124753               MORTGAGORS:        HOM, LINDA
                                            ADDRESS     :    262 WOODCLIFF ROAD
  MORTGAGE AMT:       302,400.00            CITY               NEWTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               MA   02161
  UNPAID BALANCE:    302,081.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,140.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124761               MORTGAGORS:        HOWARD, KEVIN

                                                   HOWARD, KIMBERLY
                                            ADDRESS     :    204 WOODLAND WAY
  MORTGAGE AMT:       300,000.00            CITY               N. CHATHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02650
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,046.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.72408            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124779               MORTGAGORS:        HUANG, PETER

                                                   HUANG, HSUEH CHIN
                                            ADDRESS     :    7684 WEST HILL LANE
  MORTGAGE AMT:       400,000.00            CITY               CUPERTINO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95014
  UNPAID BALANCE:    399,680.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,694.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.42857            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124787               MORTGAGORS:        HUITT, DAVID

                                                   HUITT, NINA
                                            ADDRESS     :    1734 JEANNE CIRCLE
  MORTGAGE AMT:       307,900.00            CITY               MARTINEZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94553
  UNPAID BALANCE:    307,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,048.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99480            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124795               MORTGAGORS:        HUNTER, JAMES

                                                   HUNTER, ELISA
                                            ADDRESS     :    550 PENNROYAL LANE
  MORTGAGE AMT:       254,200.00            CITY               ALPHARETTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               GA   30201
  UNPAID BALANCE:    254,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,821.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.03030            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124803               MORTGAGORS:        ILLES, RICHARD

                                                   ILLES, BEVERLY
                                            ADDRESS     :    16692 N WOODSON DRIVE
  MORTGAGE AMT:       420,000.00            CITY               RAMONA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92065
  UNPAID BALANCE:    419,655.720            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,794.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124811               MORTGAGORS:        IMAM, ARIF

                                                   IMAM, FAIZA
                                            ADDRESS     :    26 OLD MILL ROAD
  MORTGAGE AMT:       618,750.00            CITY               WEST HARRIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   10604
  UNPAID BALANCE:    618,267.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,220.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124837               MORTGAGORS:        JACKSON, JAMES

                                                   JACKSON, PAMELA
                                            ADDRESS     :    3266 WILLOW GLEN DR3266 W
  MORTGAGE AMT:       392,000.00            CITY               HERNDON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               VA   20171
  UNPAID BALANCE:    391,694.190            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,674.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124845               MORTGAGORS:        JACOBSEN, THOMAS

                                                   JACOBSEN, PATRICIA
                                            ADDRESS     :    1984 EAST CHESAPEAKE LANE
  MORTGAGE AMT:       280,250.00            CITY               HIGHLANDS R
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CO   80126
  UNPAID BALANCE:    280,250.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,911.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124852               MORTGAGORS:        JANES, CLINTON

                                                   JANES, DEBRA
                                            ADDRESS     :    6270 NORTH 18TH STREET
  MORTGAGE AMT:       354,750.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               VA   22205
  UNPAID BALANCE:    354,444.560            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,300.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98873            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124860               MORTGAGORS:        JOE, IRVING
                                            ADDRESS     :    721 HIDDEN LAKES DRIVE
  MORTGAGE AMT:       264,000.00            CITY               MARTINEZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   94553
  UNPAID BALANCE:    263,808.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,868.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.86207            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124878               MORTGAGORS:        JOHNSON, C
                                            ADDRESS     :    22222 BYRON WAY
  MORTGAGE AMT:       292,800.00            CITY               LAKE FOREST
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92630
  UNPAID BALANCE:    292,559.990            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,948.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124886               MORTGAGORS:        JOHNSTON, ROBERT

                                                   JOHNSTON, JOYCE
                                            ADDRESS     :    2111 S. WALKING TRAIL DRI
  MORTGAGE AMT:       310,000.00            CITY               STILLWATER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               OK   74074
  UNPAID BALANCE:    309,514.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,114.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.48718            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124894               MORTGAGORS:        JOSLIN, STEVEN

                                                   JOSLIN, DAWN
                                            ADDRESS     :    5170 NORTH LAKEMONT LANE
  MORTGAGE AMT:       260,000.00            CITY               BOISE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               ID   83703
  UNPAID BALANCE:    259,797.170            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,773.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 57.77778            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124902               MORTGAGORS:        KAMMERER, RONALD

                                                   KAMMERER, PAMELA
                                            ADDRESS     :    14571 MARSH VIEW DRIVE
  MORTGAGE AMT:       315,000.00            CITY               JACKSONVILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               FL   32250
  UNPAID BALANCE:    314,754.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,148.86            ANNUAL RATE ADJUST:      0.000
  LTV :                 81.81818            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124928               MORTGAGORS:        KARABED, RAZMIK

                                                   KARABED, ZOSIA
                                            ADDRESS     :    797 HONEYWOOD COURT
  MORTGAGE AMT:       264,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95120
  UNPAID BALANCE:    262,531.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,800.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.32584            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           11/01/28
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124936               MORTGAGORS:        KARCESKI, JEFFREY

                                                   JACKSON, JEFFREY
                                            ADDRESS     :    4633 BLAGDEN TERRACE NW
  MORTGAGE AMT:       310,000.00            CITY               WASHINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               DC   20011
  UNPAID BALANCE:    309,758.170            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,114.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.09302            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124944               MORTGAGORS:        KEATING, MICHAEL
                                            ADDRESS     :    11406 NORMANTON WAY
  MORTGAGE AMT:       431,800.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92131
  UNPAID BALANCE:    431,471.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,982.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99185            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124951               MORTGAGORS:        KELLOGG, DONNA

                                                   KELLOGG, SHELLY
                                            ADDRESS     :    4652 PASEO MARAVILLA
  MORTGAGE AMT:       274,650.00            CITY               CAMARILLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   93012
  UNPAID BALANCE:    274,430.360            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,850.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98893            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124969               MORTGAGORS:        KENDRYNA, KENNETH

                                                   KENDRYNA, DONNA
                                            ADDRESS     :    29002 NORTH IRONWOOD LANE
  MORTGAGE AMT:       289,400.00            CITY               SAUGUS AREA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91350
  UNPAID BALANCE:    289,168.560            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,949.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.97634            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124977               MORTGAGORS:        KESSLER, TODD

                                                   KESSLER, JUDY
                                            ADDRESS     :    25619 CHRISTIE COURT
  MORTGAGE AMT:       260,100.00            CITY               STEVENSON R
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91381
  UNPAID BALANCE:    259,902.080            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,796.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124985               MORTGAGORS:        KIM, JAE
                                            ADDRESS     :    2100 NORMANTON DRIVE
  MORTGAGE AMT:       300,000.00            CITY               LA CANADA F
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91011
  UNPAID BALANCE:    299,432.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,348.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.76744            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/19
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080124993               MORTGAGORS:        KLEINMAN, MITCHELL
                                            ADDRESS     :    822 PLEASANT DALE PLACE
  MORTGAGE AMT:       275,000.00            CITY               THOUSAND OA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91362
  UNPAID BALANCE:    274,790.740            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,899.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.50000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125008               MORTGAGORS:        KNIGHT, TANYA

                                                   KELLY, THOMAS
                                            ADDRESS     :    3719 ZOLA STREET
  MORTGAGE AMT:       279,200.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92106
  UNPAID BALANCE:    278,971.140            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,857.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125016               MORTGAGORS:        KOLBER, PERRY

                                                   KOLBER, CHANTAL
                                            ADDRESS     :    240 OLD ARMY ROAD
  MORTGAGE AMT:       304,800.00            CITY               SCARSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NY   10583
  UNPAID BALANCE:    304,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,027.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125024               MORTGAGORS:        KRANYAK, MICHAEL

                                                   KRANYAK, KIMBERLY
                                            ADDRESS     :    4300 ONYX COURT
  MORTGAGE AMT:       264,000.00            CITY               BAKERSFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   93308
  UNPAID BALANCE:    264,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,823.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125032               MORTGAGORS:        LANDAHL, CAROL
                                            ADDRESS     :    8212 IMPERIAL DRIVE
  MORTGAGE AMT:        86,400.00            CITY               LAUREL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MD   20708
  UNPAID BALANCE:     86,329.170            OPTION TO CONVERT :      No
  MONTHLY P&I:            574.83            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125040               MORTGAGORS:        LANGHAMMER, CARL

                                                   LANGHAMMER, SANDRA
                                            ADDRESS     :    637 WEST HARTWELL COURT
  MORTGAGE AMT:       356,350.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91001
  UNPAID BALANCE:    356,065.030            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,400.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99416            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125057               MORTGAGORS:        LAROUCHE, BRIAN
                                            ADDRESS     :    9877 ELIZABETH LAKE RD
  MORTGAGE AMT:       147,950.00            CITY               WHITE LAKE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               MI   48386
  UNPAID BALANCE:    147,842.910            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,047.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.83974            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125065               MORTGAGORS:        LE, TRAVIS

                                                   LE, JANICE
                                            ADDRESS     :    1418 WALNUT STREET
  MORTGAGE AMT:       328,000.00            CITY               SAN GABRIEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               CA   91776
  UNPAID BALANCE:    328,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,349.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125073               MORTGAGORS:        L ECUYER, BRIAN

                                                   L ECUYER, JOANN
                                            ADDRESS     :    9020 POPLAR HOLLOW LANE
  MORTGAGE AMT:       324,000.00            CITY               ELK GROVE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95624
  UNPAID BALANCE:    323,753.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,237.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125081               MORTGAGORS:        LEONI, RICARDO

                                                   LEONI, TONI
                                            ADDRESS     :    102 QUINLAN DRIVE
  MORTGAGE AMT:       288,000.00            CITY               LAFAYETTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               LA   70508
  UNPAID BALANCE:    287,763.930            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,916.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125115               MORTGAGORS:        LIPPS, DAVID

                                                   LIPPS, KATHLEEN
                                            ADDRESS     :    20517 RIGGS HILL WAY
  MORTGAGE AMT:       382,000.00            CITY               BROOKEVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MD   20833
  UNPAID BALANCE:    381,679.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,509.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125123               MORTGAGORS:        LIVORNESE, NED

                                                   LIVORNESE, KATHERINE
                                            ADDRESS     :    405 EDISON PLACE
  MORTGAGE AMT:       325,600.00            CITY               SUPERIOR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CO   80027
  UNPAID BALANCE:    325,358.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,276.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.72093            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125131               MORTGAGORS:        LLOREN, RICHARD

                                                   LLOREN, SANDRA
                                            ADDRESS     :    230 LUNA CIRCLE
  MORTGAGE AMT:       276,000.00            CITY               FOLSOM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95630
  UNPAID BALANCE:    276,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,882.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125149               MORTGAGORS:        LOUIS, GARY
                                            ADDRESS     :    8477 FARRALONE AVENUE
  MORTGAGE AMT:       212,800.00            CITY               WEST HILLS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91304
  UNPAID BALANCE:    212,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,415.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125156               MORTGAGORS:        KHAI LUONG, ALLEN

                                                   LEE, JANET
                                            ADDRESS     :    1404 EL CAMINO REAL,#4
  MORTGAGE AMT:       372,000.00            CITY               BURLINGAME
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94010
  UNPAID BALANCE:    372,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,506.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125164               MORTGAGORS:        LUTZ, MARTIN

                                                   LUTZ, COLLEEN
                                            ADDRESS     :    6911 WESTERN AVENUE NW
  MORTGAGE AMT:       275,000.00            CITY               WASHINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               DC   20015
  UNPAID BALANCE:    274,780.080            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,852.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.57143            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125172               MORTGAGORS:        LYNCH, DANIEL

                                                   LYNCH, LORA
                                            ADDRESS     :    6820 VACHON
  MORTGAGE AMT:       261,400.00            CITY               BLOOMFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MI   48301
  UNPAID BALANCE:    261,201.090            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,805.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98776            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125180               MORTGAGORS:        M MACCRUM, JOHN

                                                   MACCRUM, CHRISTINE
                                            ADDRESS     :    11034 BABCOCK BOULEVARD
  MORTGAGE AMT:       375,000.00            CITY               GIBSONIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               PA   15044
  UNPAID BALANCE:    374,721.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,622.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125198               MORTGAGORS:        MAC DONALD, NANCY
                                            ADDRESS     :    317 MARIAH BAY DRIVE
  MORTGAGE AMT:       279,000.00            CITY               HEATH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               TX   75032
  UNPAID BALANCE:    277,334.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,974.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125206               MORTGAGORS:        MALADAGA, ALEX

                                                   MALADAGA, CINDERELA
                                            ADDRESS     :    18505 LINNET STREET
  MORTGAGE AMT:       300,800.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91356
  UNPAID BALANCE:    300,571.110            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,077.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125214               MORTGAGORS:        MANION, JOHN

                                                   BECHTOLD, BONNIE
                                            ADDRESS     :    1279 SANTE FE DRIVE
  MORTGAGE AMT:       480,000.00            CITY               ENCINITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92024
  UNPAID BALANCE:    479,606.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,193.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125222               MORTGAGORS:        MAPLES, J
                                            ADDRESS     :    821 J.C. MAPLES ROAD
  MORTGAGE AMT:       210,600.00            CITY               GUNTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               TX   75058
  UNPAID BALANCE:    210,451.360            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,508.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.37662            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125230               MORTGAGORS:        MARRACCINI, BRUNO

                                                   MARRACCINE, PEGGY
                                            ADDRESS     :    4950 SUDBURY WAY
  MORTGAGE AMT:       540,000.00            CITY               CARMICHAEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95608
  UNPAID BALANCE:    539,578.740            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,683.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.35443            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125248               MORTGAGORS:        MATHERS, DAVID

                                                   MATHERS, MEREDITH
                                            ADDRESS     :    7957 TOWHEE ROAD
  MORTGAGE AMT:       404,800.00            CITY               PARKER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80134
  UNPAID BALANCE:    404,461.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,693.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99763            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125263               MORTGAGORS:        MC GRAIL, WILLIAM

                                                   MC GRAIL, JOYCE
                                            ADDRESS     :    25 GOSS ROAD
  MORTGAGE AMT:       285,900.00            CITY               NORTH HAMPT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NH   03862
  UNPAID BALANCE:    285,682.440            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,974.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.05797            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125271               MORTGAGORS:        MCKNELLY, LESLIE

                                                   MCKNELLY, GEMMA
                                            ADDRESS     :    1469 PASEO MARAVILLA
  MORTGAGE AMT:       315,150.00            CITY               CAMARILLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   93012
  UNPAID BALANCE:    314,885.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,070.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99746            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125289               MORTGAGORS:        MEDVES, ERIC
                                            ADDRESS     :    22701 SANDALWOOD
  MORTGAGE AMT:       315,000.00            CITY               MISSION VIE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92692
  UNPAID BALANCE:    314,748.090            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,122.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125297               MORTGAGORS:        MESSICK, HAROLD

                                                   MESSICK, MARY
                                            ADDRESS     :    834 LAKE FRONT DRIVE
  MORTGAGE AMT:       302,000.00            CITY               SACRAMENTO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               CA   95831
  UNPAID BALANCE:    302,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,163.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.30097            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125305               MORTGAGORS:        MEYER, PETER

                                                   MEYER, JEANNIE
                                            ADDRESS     :    219 WIANNO AVE.
  MORTGAGE AMT:       298,000.00            CITY               OSTERVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MA   02655
  UNPAID BALANCE:    297,767.530            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,032.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 42.87770            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125313               MORTGAGORS:        MEYERS, JAMES

                                                   SANO, DANA
                                            ADDRESS     :    3765 WASATCH AVENUE
  MORTGAGE AMT:       251,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   90066
  UNPAID BALANCE:    250,827.260            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,819.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.76190            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125321               MORTGAGORS:        MILLER, DELBERT

                                                   MILLER, MARILYN
                                            ADDRESS     :    30689 DUTRA LANE
  MORTGAGE AMT:       200,000.00            CITY               OAKDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95361
  UNPAID BALANCE:    199,836.060            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,330.61            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.60606            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125339               MORTGAGORS:        MIRI, MOHAMMAD

                                                   GARBER, GEMMA
                                            ADDRESS     :    700 ORCHARD POINTE
  MORTGAGE AMT:       384,000.00            CITY               DUNWOODY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               GA   30350
  UNPAID BALANCE:    383,685.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,554.77            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125347               MORTGAGORS:        MIROWSKI, JAMES

                                                   FELSHER, LOUISE
                                            ADDRESS     :    527 HILLCREST ROAD
  MORTGAGE AMT:       565,600.00            CITY               SAN CARLOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94070
  UNPAID BALANCE:    565,124.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,715.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125354               MORTGAGORS:        MOE, DIANE
                                            ADDRESS     :    1432 LUJOSO COURT
  MORTGAGE AMT:       308,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95128
  UNPAID BALANCE:    307,759.720            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,101.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125362               MORTGAGORS:        MONTES, MARTIN

                                                   SANTIAGO, GILBERTO
                                            ADDRESS     :    2047 NORTH HUMBOLDT AVENU
  MORTGAGE AMT:       279,000.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               IL   60647
  UNPAID BALANCE:    279,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,926.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125370               MORTGAGORS:        MOORE, GREGORY

                                                   SANCHEZ MOOR, MARYSABEL
                                            ADDRESS     :    28232 NORTH GOLD CANYON D
  MORTGAGE AMT:       298,500.00            CITY               SAUGUS AREA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91350
  UNPAID BALANCE:    298,255.320            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,985.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.67849            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125388               MORTGAGORS:        MOYLAN, THOMAS

                                                   MOYLAN, BRIDGET
                                            ADDRESS     :    7 FAIRFIELD DRIVE
  MORTGAGE AMT:       283,500.00            CITY               EAST SANDWI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   02537
  UNPAID BALANCE:    283,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,886.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125404               MORTGAGORS:        MULLIS, JOE
                                            ADDRESS     :    131 WINTHORP HARBOUR NORT
  MORTGAGE AMT:       292,000.00            CITY               MONTGOMERY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   77356
  UNPAID BALANCE:    291,766.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,967.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125412               MORTGAGORS:        NAGY, ROBERT

                                                   TAGUCHI, JULIE
                                            ADDRESS     :    335 MALAGA DRIVE
  MORTGAGE AMT:       565,000.00            CITY               SANTA BARBA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   93108
  UNPAID BALANCE:    565,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,902.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.85417            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125420               MORTGAGORS:        NATHAN, ROBERT

                                                   NATHAN, GAIL
                                            ADDRESS     :    3301 WOODVIEW LAKE RD.
  MORTGAGE AMT:       308,000.00            CITY               WEST BLOOMF
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MI   48323
  UNPAID BALANCE:    307,759.730            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,101.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.60000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125438               MORTGAGORS:        NELSON, MAYNARD

                                                   NELSON, JENEAL
                                            ADDRESS     :    5057 CAPRI LANE
  MORTGAGE AMT:       300,000.00            CITY               RICHTON PAR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               IL   60471
  UNPAID BALANCE:    299,793.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,175.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 93.75000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125446               MORTGAGORS:        NETZER, THOMAS

                                                   NETZER, CHERYL
                                            ADDRESS     :    632 CORTE ROSALINDA
  MORTGAGE AMT:       290,000.00            CITY               CAMARILLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   93010
  UNPAID BALANCE:    289,773.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,978.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125453               MORTGAGORS:        NICKL, THOMAS

                                                   NICKL, TRACY
                                            ADDRESS     :    21021 TOMLEE AVENUE
  MORTGAGE AMT:       468,000.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90503
  UNPAID BALANCE:    467,616.380            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,113.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125461               MORTGAGORS:        NIRULA, PAVANISH

                                                   NIRULA, KAMINI
                                            ADDRESS     :    4986 PARRISH COURT
  MORTGAGE AMT:       333,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95111
  UNPAID BALANCE:    332,746.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,299.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125479               MORTGAGORS:        NISHIMURA, KYLE
                                            ADDRESS     :    361 ASHTON AVENUE
  MORTGAGE AMT:       285,000.00            CITY               MILLBRAE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94030
  UNPAID BALANCE:    285,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,944.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.27907            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125487               MORTGAGORS:        NOVIKOV, ALEXANDER

                                                   BOLCHAKOVA, ELENA
                                            ADDRESS     :    5866 CARMEL WAY
  MORTGAGE AMT:       304,600.00            CITY               UNION CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94587
  UNPAID BALANCE:    304,350.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,026.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99034            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125495               MORTGAGORS:        O'NEAL, DONALD

                                                   O'NEAL, TERRI
                                            ADDRESS     :    13406 67TH AVENUE WEST
  MORTGAGE AMT:       390,000.00            CITY               EDMONDS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               WA   98026
  UNPAID BALANCE:    389,710.560            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,726.94            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125503               MORTGAGORS:        O'CONNOR, STEVEN

                                                   O'CONNOR, DENISE
                                            ADDRESS     :    5 ROUND HOUSE COURT
  MORTGAGE AMT:       500,000.00            CITY               BANKSVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   10506
  UNPAID BALANCE:    500,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,410.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.63158            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125511               MORTGAGORS:        OKI, RON
                                                   RENDON, JANET
                                                   RENDON, RAYMOND
                                            ADDRESS     :    4202 REDONDO BEACH BOULEV
  MORTGAGE AMT:       215,100.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   90504
  UNPAID BALANCE:    215,100.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,504.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125529               MORTGAGORS:        OLSON, BENJAMIN

                                                   OLSON, LYNN
                                            ADDRESS     :    26 LINDEN ROAD
  MORTGAGE AMT:       520,000.00            CITY               RIDGEFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CT   06877
  UNPAID BALANCE:    519,584.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,503.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125545               MORTGAGORS:        PARKER, BRIAN

                                                   PARKER, TERESA
                                            ADDRESS     :    2121 FOREST HILLS ROAD
  MORTGAGE AMT:       328,000.00            CITY               GRAPEVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               TX   75028
  UNPAID BALANCE:    328,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,237.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125552               MORTGAGORS:        PARNELL, LOUIS

                                                   WANNER, PAUL
                                            ADDRESS     :    1272 CLAYTON STREET
  MORTGAGE AMT:       262,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94114
  UNPAID BALANCE:    261,795.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,787.31            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.40000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125560               MORTGAGORS:        PATTERSON, TONY

                                                   PATTERSON, LINDA
                                            ADDRESS     :    24175 OKEECHOBEE LANE
  MORTGAGE AMT:       193,600.00            CITY               LAKE FOREST
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92630
  UNPAID BALANCE:    193,445.180            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,304.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125578               MORTGAGORS:        PECHENY, BORIS

                                                   PECHENY, ALLA
                                            ADDRESS     :    17371 MIDSUMMER LANE
  MORTGAGE AMT:       298,400.00            CITY               CASTRO VALL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94546
  UNPAID BALANCE:    298,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,035.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125586               MORTGAGORS:        PECK, ARLENE
                                            ADDRESS     :    3115 OCEAN FRONT WALK NO.
  MORTGAGE AMT:       475,000.00            CITY               MARINA DEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90292
  UNPAID BALANCE:    475,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,200.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.37037            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125594               MORTGAGORS:        PECK, STEVEN

                                                   PECK, LAURA
                                            ADDRESS     :    10 PLAINVIEW ROAD
  MORTGAGE AMT:       480,000.00            CITY               WAYLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MA   01778
  UNPAID BALANCE:    480,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,113.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.28244            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125602               MORTGAGORS:        PERKINS, STEPHEN

                                                   PERKINS, MARLIN
                                            ADDRESS     :    3804 BLACKTHORN STREET
  MORTGAGE AMT:       600,000.00            CITY               CHEVY CHASE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               MD   20815
  UNPAID BALANCE:    599,483.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,891.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125610               MORTGAGORS:        S PERSONETTE, LYLE

                                                   PERSONETTE, EVE
                                            ADDRESS     :    218 ENCINA AVENUE
  MORTGAGE AMT:       245,600.00            CITY               REDWOOD CIT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   94601
  UNPAID BALANCE:    245,422.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,738.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125636               MORTGAGORS:        PETROU, NICOS

                                                   PETROU, NORMA
                                            ADDRESS     :    906 E. ELMWOOD AVENUE
  MORTGAGE AMT:       191,250.00            CITY               BURBANK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91501
  UNPAID BALANCE:    191,104.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,320.92            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125644               MORTGAGORS:        MILLER, ROBIN
                                            ADDRESS     :    39 PHEASANT RIDGE ROAD
  MORTGAGE AMT:       202,700.00            CITY               WEST REDDIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CT   06896
  UNPAID BALANCE:    202,541.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,382.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.56667            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125651               MORTGAGORS:        POTGIETER, ADRIAN

                                                   POTGIETER, LISA
                                            ADDRESS     :    12061 CELOME LANE
  MORTGAGE AMT:       333,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92129
  UNPAID BALANCE:    332,740.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,271.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125669               MORTGAGORS:        PRO, PHILIP

                                                   PRO, DORI
                                            ADDRESS     :    9905 MIRADA DRIVE
  MORTGAGE AMT:       362,850.00            CITY               LAS VEGAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NV   89134
  UNPAID BALANCE:    362,545.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,475.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.60781            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125677               MORTGAGORS:        PURDOM, CHARLES

                                                   PURDOM, CINDY
                                            ADDRESS     :    240 MERTON AVE.
  MORTGAGE AMT:       420,000.00            CITY               GLEN ELLYN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               IL   60137
  UNPAID BALANCE:    419,647.150            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,759.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.20000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125693               MORTGAGORS:        REDDY, RAMGOPAL

                                                   REDDY, RHOMETA
                                            ADDRESS     :    13878 NW FALCONRIDGE LANE
  MORTGAGE AMT:       301,700.00            CITY               PORTLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               OR   97229
  UNPAID BALANCE:    301,440.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,956.83            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99046            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125701               MORTGAGORS:        REITENOUR, RONALD

                                                   REITENOUR, MARY
                                            ADDRESS     :    14100 PUERTO DRIVE
  MORTGAGE AMT:       260,000.00            CITY               OCEAN SPRIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MS   39564
  UNPAID BALANCE:    259,522.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,729.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125719               MORTGAGORS:        REYNOSO, RONALD

                                                   REYNOSO, DEBORAH
                                            ADDRESS     :    2808 MCBAIN AVENUE
  MORTGAGE AMT:       246,050.00            CITY               REDONDO BEA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90278
  UNPAID BALANCE:    245,858.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,678.50            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125727               MORTGAGORS:        RICARDI, RANDALL
                                            ADDRESS     :    10117 EAST BAYVIEW DRIVE
  MORTGAGE AMT:       350,000.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               AZ   85258
  UNPAID BALANCE:    349,733.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,417.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.16495            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125735               MORTGAGORS:        DAVENPORT, KEVIN

                                                   DAVENPORT, IKALA
                                            ADDRESS     :    1020 NORTH SECOND STREET
  MORTGAGE AMT:       305,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95112
  UNPAID BALANCE:    305,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,080.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.63446            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125743               MORTGAGORS:        RICKARDS, PAUL

                                                   RICKARDS, ENASS
                                            ADDRESS     :    8450 CLIFFRIDGE LANE
  MORTGAGE AMT:       650,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92037
  UNPAID BALANCE:    649,492.930            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,434.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.47059            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125750               MORTGAGORS:        RIGGINS, OLIVER

                                                   MANTELZAK, ALEKSANDRA
                                            ADDRESS     :    3372 MCLAUGHLIN AVENUE
  MORTGAGE AMT:       264,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90066
  UNPAID BALANCE:    263,788.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,778.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125768               MORTGAGORS:        RILEY, LETITIA

                                                   RILEY, RICHARD
                                            ADDRESS     :    765 ORION WAY
  MORTGAGE AMT:       346,800.00            CITY               LIVERMORE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94550
  UNPAID BALANCE:    346,316.560            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,365.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125776               MORTGAGORS:        ROGERS, KATHLEEN
                                            ADDRESS     :    7632 EAST BIG CANYON DRIV
  MORTGAGE AMT:       301,000.00            CITY               ANAHEIM HIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92808
  UNPAID BALANCE:    300,776.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,104.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.84085            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125784               MORTGAGORS:        ROHLAND, WADE

                                                   ROHLAND, ELIZABETH
                                            ADDRESS     :    17104 WOODSON VIEW LANE
  MORTGAGE AMT:       350,000.00            CITY               RAMONA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92065
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,387.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.91667            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125792               MORTGAGORS:        SARDANA, DINESH
                                            ADDRESS     :    32513 CARMEL WAY
  MORTGAGE AMT:       325,300.00            CITY               UNION CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94587
  UNPAID BALANCE:    325,033.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,164.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99567            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125800               MORTGAGORS:        SCHILL, PATRICIA
                                            ADDRESS     :    1587 PRINCETON DRIVE
  MORTGAGE AMT:       270,200.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95118
  UNPAID BALANCE:    269,989.210            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,843.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125818               MORTGAGORS:        SCHMIDT, MICHAEL
                                            ADDRESS     :    7642 BRYN MAWR DRIVE
  MORTGAGE AMT:       302,400.00            CITY               DALLAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               TX   75225
  UNPAID BALANCE:    302,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,114.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125826               MORTGAGORS:        SCHOEW, AL

                                                   SCHOEW, CAROLYN
                                            ADDRESS     :    17320 OSBORNE STREET
  MORTGAGE AMT:       320,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91325
  UNPAID BALANCE:    320,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125834               MORTGAGORS:        SCHROEDER, MARK

                                                   SCHROEDER, MICHELE
                                            ADDRESS     :    7860 LOVERS LANE
  MORTGAGE AMT:       282,000.00            CITY               HOLLISTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95023
  UNPAID BALANCE:    281,790.710            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,971.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.43662            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125842               MORTGAGORS:        SCHULTENOVER, RAYMOND
                                            ADDRESS     :    9761-97TH PLACE
  MORTGAGE AMT:       131,000.00            CITY               MAPLE GROVE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MN   55369
  UNPAID BALANCE:    131,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            904.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 93.90681            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125859               MORTGAGORS:        SCHULTZ, TOMMY
                                            ADDRESS     :    4716 SHIFMAN
  MORTGAGE AMT:       112,000.00            CITY               GOODRICH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MI   48438
  UNPAID BALANCE:    111,914.770            OPTION TO CONVERT :      No
  MONTHLY P&I:            773.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125867               MORTGAGORS:        SETZER, MARK
                                            ADDRESS     :    610 18TH STREET
  MORTGAGE AMT:       285,700.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92648
  UNPAID BALANCE:    285,471.520            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,924.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.98425            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125875               MORTGAGORS:        SHEADE, BRUCE

                                                   SHEADE, JULIA
                                            ADDRESS     :    2000 SIR JEFFREY COURT
  MORTGAGE AMT:       384,000.00            CITY               CHESTERFIEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MO   63017
  UNPAID BALANCE:    383,700.440            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,619.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.18045            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125883               MORTGAGORS:        SIMMS, RICHARD

                                                   SIMMS, CYNTHIA
                                            ADDRESS     :    1560 QUAIL POINTE CIR. E.
  MORTGAGE AMT:       275,500.00            CITY               MEMPHIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               TN   38120
  UNPAID BALANCE:    275,290.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,902.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125891               MORTGAGORS:        SMELTZER, RONALD
                                            ADDRESS     :    819 ELLESMERE WAY
  MORTGAGE AMT:       475,200.00            CITY               OAK PARK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91377
  UNPAID BALANCE:    474,819.980            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,201.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99354            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125909               MORTGAGORS:        SMITH, REGINALD
                                            ADDRESS     :    10035 SOUTH PRAIRIE
  MORTGAGE AMT:        95,000.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               IL   60628
  UNPAID BALANCE:     94,934.620            OPTION TO CONVERT :      No
  MONTHLY P&I:            688.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125917               MORTGAGORS:        SMITH, MICHAEL

                                                   SMITH, KAREN
                                            ADDRESS     :    7613 ELBA ROAD
  MORTGAGE AMT:       296,000.00            CITY               ALEXANDRIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               VA   22306
  UNPAID BALANCE:    295,738.840            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,895.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125925               MORTGAGORS:        SNYDER, MARY
                                            ADDRESS     :    5415 NORTH 26TH STREET
  MORTGAGE AMT:       327,350.00            CITY               PHOENIX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               AZ   85016
  UNPAID BALANCE:    326,842.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,419.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.69507            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/24
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125933               MORTGAGORS:        SODONIS, ARUNAS

                                                   QUENGA, SHERRY
                                            ADDRESS     :    224 GOLDENWEST STREET
  MORTGAGE AMT:       440,000.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92648
  UNPAID BALANCE:    439,665.190            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,038.98            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125941               MORTGAGORS:        SOUZA, RONALD

                                                   SOUZA, BARBARA
                                            ADDRESS     :    757 SELKIRK RANCH ROAD
  MORTGAGE AMT:       390,000.00            CITY               ANGELS CAMP
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95222
  UNPAID BALANCE:    390,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,627.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.90909            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125958               MORTGAGORS:        SPECTOR, MARC
                                            ADDRESS     :    23028 CASS AVE.
  MORTGAGE AMT:       378,000.00            CITY               WOODLAND HI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91364
  UNPAID BALANCE:    377,712.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,610.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125966               MORTGAGORS:        FRANCIS, RICHARD

                                                   FRANCIS, LINDA
                                            ADDRESS     :    9 OLD FARM HILL ROAD
  MORTGAGE AMT:       282,000.00            CITY               NEWTOWN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CT   06470
  UNPAID BALANCE:    281,763.090            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,852.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.23661            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125974               MORTGAGORS:        STRINGER, ROGER

                                                   STRINGER, SHARI
                                            ADDRESS     :    649 ROBINSON WAY
  MORTGAGE AMT:       312,950.00            CITY               BENICIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94510
  UNPAID BALANCE:    312,950.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,161.47            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99806            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125982               MORTGAGORS:        STUMPF, RONALD

                                                   STUMPF, ELIZABETH
                                            ADDRESS     :    10501 COWAN HEIGHTS DRIVE
  MORTGAGE AMT:       305,600.00            CITY               SANTA ANA A
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92706
  UNPAID BALANCE:    305,600.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,136.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080125990               MORTGAGORS:        SURAGIAT, APISAK

                                                   SURAGIAT, SOOK
                                            ADDRESS     :    12907 MONROE MANOR DRIVE
  MORTGAGE AMT:       283,000.00            CITY               HERNDON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               VA   20171
  UNPAID BALANCE:    282,773.680            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,906.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.48649            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126006               MORTGAGORS:        TANNER, STEVEN

                                                   TANNER, CATHERINE
                                            ADDRESS     :    2416 JOHNSON PLACE
  MORTGAGE AMT:       368,000.00            CITY               SANTA CLARA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95050
  UNPAID BALANCE:    367,705.710            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,479.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126014               MORTGAGORS:        TAYLOR, BRIAN

                                                   TAYLOR, CAROLYN
                                            ADDRESS     :    52555 RED CEDAR HILLS DRI
  MORTGAGE AMT:       348,000.00            CITY               CROSSLAKE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MN   56442
  UNPAID BALANCE:    348,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,403.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126022               MORTGAGORS:        THIEMANN, RONALD

                                                   THIEMANN, BETH
                                            ADDRESS     :    186 SHADYSIDE AVE
  MORTGAGE AMT:       250,000.00            CITY               CONCORD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MA   01742
  UNPAID BALANCE:    249,789.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,642.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.63158            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126030               MORTGAGORS:        THORVUND, MICHAEL

                                                   THORVUND, SARAH
                                            ADDRESS     :    1019 ANGELICA WAY
  MORTGAGE AMT:       260,300.00            CITY               LIVERMORE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94550
  UNPAID BALANCE:    260,096.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,775.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126048               MORTGAGORS:        TIAMSON, ROSS

                                                   TIAMSON, MARIA
                                            ADDRESS     :    916 SOUTH CAMERFORD LANE
  MORTGAGE AMT:       340,000.00            CITY               ANAHEIM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92808
  UNPAID BALANCE:    340,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,262.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126055               MORTGAGORS:        TIDGEWELL, JANET
                                            ADDRESS     :    5162 EAST GREENSBORO LANE
  MORTGAGE AMT:       287,000.00            CITY               ANAHEIM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92807
  UNPAID BALANCE:    287,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,957.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.63014            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126063               MORTGAGORS:        TRAUGER, THOMAS
                                            ADDRESS     :    1771 SONOMA AVENUE
  MORTGAGE AMT:       325,600.00            CITY               BERKELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94707
  UNPAID BALANCE:    325,352.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,248.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126071               MORTGAGORS:        TURCOTTE, WILLIAM

                                                   TURCOTTE, KAREN
                                            ADDRESS     :    781 NIWOT RIDGE LANE
  MORTGAGE AMT:       536,950.00            CITY               LAFAYETTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CO   80026
  UNPAID BALANCE:    536,531.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,662.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.82879            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126089               MORTGAGORS:        UHLER, LEWIS

                                                   UHLER, CYNTHIA
                                            ADDRESS     :    7330 MORNINGSIDE DRIVE
  MORTGAGE AMT:       375,000.00            CITY               GRANITE BAY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95746
  UNPAID BALANCE:    375,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,558.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126097               MORTGAGORS:        UTAMA, YOVY
                                            ADDRESS     :    5610 PICASSO DRIVE
  MORTGAGE AMT:       276,000.00            CITY               YORBA LINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92887
  UNPAID BALANCE:    275,768.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,813.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126105               MORTGAGORS:        VALENTINE, DAVID
                                            ADDRESS     :    2848  MOUNT CURVE AVENUE
  MORTGAGE AMT:       319,100.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91001
  UNPAID BALANCE:    318,851.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,176.83            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99499            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126113               MORTGAGORS:        VIJAYASEKAR, MANISUNDAR

                                                   VIJAYASEKAR, JAYA
                                            ADDRESS     :    37 SAINT ANDREWS
  MORTGAGE AMT:       287,100.00            CITY               GLASTONBURY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CT   06033
  UNPAID BALANCE:    287,100.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,958.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99443            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126121               MORTGAGORS:        VINCENT, JAMES
                                            ADDRESS     :    108 VIA OLIVERA
  MORTGAGE AMT:       280,000.00            CITY               CAMARILLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   93012
  UNPAID BALANCE:    279,770.480            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,862.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.73882            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126139               MORTGAGORS:        WAGGONER, PATRICE
                                            ADDRESS     :    3718 NEW CASTLE DRIVE
  MORTGAGE AMT:       275,000.00            CITY               ROCHESTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MI   48306
  UNPAID BALANCE:    274,795.900            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,922.85            ANNUAL RATE ADJUST:      0.000
  LTV :                 52.38095            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126147               MORTGAGORS:        WALDVOGEL, JAMES

                                                   WALDVOGEL, MARY
                                            ADDRESS     :    609 HIGH RIDGE CIRCLE
  MORTGAGE AMT:       292,000.00            CITY               MENDOTA HEI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MN   55118
  UNPAID BALANCE:    291,760.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,942.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.84211            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126154               MORTGAGORS:        WARD, SUZANNE

                                                   PITERAK, FLORA
                                            ADDRESS     :    11 WATERS EDGE ROAD
  MORTGAGE AMT:       266,000.00            CITY               ATKINSON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               NH   03811
  UNPAID BALANCE:    265,807.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,882.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126162               MORTGAGORS:        WATSON, STEFAN

                                                   DEVEREUX, EILEEN
                                            ADDRESS     :    1601 PARK AVENUE S W
  MORTGAGE AMT:       384,000.00            CITY               ALBUQUERQUE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               NM   87104
  UNPAID BALANCE:    383,715.010            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,684.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126170               MORTGAGORS:        WEIT, JEFFREY

                                                   ELLIS WEIT, TRACY
                                            ADDRESS     :    8000 SANTA CRUZ ROAD
  MORTGAGE AMT:       263,950.00            CITY               ATASCADERO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   93422
  UNPAID BALANCE:    263,758.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,868.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.43437            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126188               MORTGAGORS:        WELSH, JEFFRY

                                                   GRAHAM WELSH, JANICE
                                            ADDRESS     :    3806 DEL VALLE PLACE
  MORTGAGE AMT:       313,600.00            CITY               DAVIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95616
  UNPAID BALANCE:    313,349.210            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,112.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126196               MORTGAGORS:        WESNER, PATRICIA
                                            ADDRESS     :    550 EAST JUNIPER COURT
  MORTGAGE AMT:       350,000.00            CITY               MEQUON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               WI   53092
  UNPAID BALANCE:    349,726.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,387.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126204               MORTGAGORS:        WHITE, BRACKEN

                                                   WHITE, POLLY
                                            ADDRESS     :    98 AVENIDA DRIVE
  MORTGAGE AMT:       288,600.00            CITY               BERKELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94708
  UNPAID BALANCE:    288,369.200            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,944.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98891            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126212               MORTGAGORS:        WHITE, M
                                            ADDRESS     :    503 LODGE DRIVE
  MORTGAGE AMT:       344,000.00            CITY               GREENWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               SC   29646
  UNPAID BALANCE:    343,420.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,259.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126220               MORTGAGORS:        WHITE, JOHN
                                            ADDRESS     :    1544 IREDELL DR
  MORTGAGE AMT:       400,000.00            CITY               RALEIGH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NC   27608
  UNPAID BALANCE:    399,687.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,728.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126238               MORTGAGORS:        WILKINSON, MATTHEW

                                                   WILKINSON, KRISTIN
                                            ADDRESS     :    2724 LAS AMIGAS ROAD
  MORTGAGE AMT:       300,000.00            CITY               NAPA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94559
  UNPAID BALANCE:    299,754.090            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,995.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.66667            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126246               MORTGAGORS:        WILLIAMS, JAMES
                                            ADDRESS     :    4007 NORTH WOODSTOCK STRE
  MORTGAGE AMT:       280,000.00            CITY               ARLINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               VA   22207
  UNPAID BALANCE:    279,746.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,769.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126253               MORTGAGORS:        WILLIAMS, ROBERT

                                                   WILLIAMS, KATHERINE
                                            ADDRESS     :    29029 NORTH IRONWOOD LANE
  MORTGAGE AMT:       289,150.00            CITY               SAUGUS AREA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               CA   91350
  UNPAID BALANCE:    288,945.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,071.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.97361            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126261               MORTGAGORS:        WILSON, GREGORY

                                                   WILSON, JULIE
                                            ADDRESS     :    5625 EAST 115TH STREET SO
  MORTGAGE AMT:       650,000.00            CITY               TULSA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               OK   74137
  UNPAID BALANCE:    648,982.800            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,434.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.01031            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126279               MORTGAGORS:        WILSON, ANTONINA
                                            ADDRESS     :    46320 TALLY HO
  MORTGAGE AMT:       115,000.00            CITY               MACOMB
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MI   48044
  UNPAID BALANCE:    115,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            765.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.58549            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126287               MORTGAGORS:        WINCHESTER, MICHAEL

                                                   BRANDYWYNNE, BARI
                                            ADDRESS     :    15547 VALLEY VISTA BLVD.
  MORTGAGE AMT:       454,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91436
  UNPAID BALANCE:    454,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,097.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.38365            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126295               MORTGAGORS:        WOLFE, DANA

                                                   WOLFE, PAMELA
                                            ADDRESS     :    4503 SUN VALLEY ROAD
  MORTGAGE AMT:       906,500.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92104
  UNPAID BALANCE:    905,775.080            OPTION TO CONVERT :      No
  MONTHLY P&I:          6,107.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:103
  --------------------------------------------------------------------------------

  LN # 0080126303               MORTGAGORS:        WONG, JOE

                                                   WONG, DENISE
                                            ADDRESS     :    822 PLANTATION LANE
  MORTGAGE AMT:       300,000.00            CITY               WALNUT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91789
  UNPAID BALANCE:    299,754.090            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,995.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.11180            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126311               MORTGAGORS:        MCDERMOTT, JAMES

                                                   MCDERMOTT, ANN
                                            ADDRESS     :    115 PEMBROKE STREET, UNIT
  MORTGAGE AMT:       435,350.00            CITY               BOSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MA   02118
  UNPAID BALANCE:    435,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,044.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99816            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126329               MORTGAGORS:        YEH, KUO

                                                   HUA YEH, HSU
                                            ADDRESS     :    5802 SUNMIST DRIVE
  MORTGAGE AMT:       414,000.00            CITY               RANCHO PALO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90275
  UNPAID BALANCE:    413,677.040            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,824.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.57983            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126337               MORTGAGORS:        YEN, TOMMY

                                                   YEN, CAROLYNNE
                                            ADDRESS     :    5495 PANORAMIC LANE
  MORTGAGE AMT:       303,200.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92121
  UNPAID BALANCE:    302,957.530            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,042.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126345               MORTGAGORS:        ZYGIELBAUM, MICHELLE

                                                   ZYGIELBAUM, BEN ZION
                                            ADDRESS     :    11354 HOLLOWSTONE DRIVE
  MORTGAGE AMT:       258,400.00            CITY               ROCKVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MD   20852
  UNPAID BALANCE:    258,128.420            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,762.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126352               MORTGAGORS:        RUDDOCK, JENNIFER
                                            ADDRESS     :    706 BRODERICK STREET
  MORTGAGE AMT:       300,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94117
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,046.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 46.51163            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126402               MORTGAGORS:        SHEMILT, G.

                                                   SHEMILT, PAMELA
                                            ADDRESS     :    171 QUAKER PATH
  MORTGAGE AMT:       294,300.00            CITY               Setauket
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NY   11733
  UNPAID BALANCE:    294,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,957.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126543               MORTGAGORS:        WALKER, DAVID

                                                   WALKER, KATHLEEN
                                            ADDRESS     :    11742 WEMBLEY ROAD
  MORTGAGE AMT:       326,250.00            CITY               LOS ALAMITO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90720
  UNPAID BALANCE:    325,975.910            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,143.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126915               MORTGAGORS:        PICKERING, JONATHAN

                                                   ROBINSON, DEBORAH
                                            ADDRESS     :    117 CHETWOOD DRIVE
  MORTGAGE AMT:       296,300.00            CITY               MOUNTAIN VI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94043
  UNPAID BALANCE:    296,063.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,996.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.41304            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126923               MORTGAGORS:        SPATZ, DAVID
                                            ADDRESS     :    118 HACIENDA DRIVE
  MORTGAGE AMT:       575,000.00            CITY               TIBURON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   94920
  UNPAID BALANCE:    573,449.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,681.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 49.56897            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           03/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126956               MORTGAGORS:        LANG, STEVEN

                                                   LANG, CYNTHIA
                                            ADDRESS     :    9441 LAWTON DRIVE
  MORTGAGE AMT:       446,000.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92646
  UNPAID BALANCE:    446,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,004.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.67830            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080126998               MORTGAGORS:        LURIE, JOEL

                                                   ELLENBOGEN, NANCY
                                            ADDRESS     :    20 MADERA DEL PRESIDIO DR
  MORTGAGE AMT:       556,000.00            CITY               CORTE MADER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94925
  UNPAID BALANCE:    554,861.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,652.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.68966            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080127004               MORTGAGORS:        DIXON, TIMOTHY

                                                   HILLMAN, KARYN
                                            ADDRESS     :    156 WOODBINE DRIVE
  MORTGAGE AMT:       519,200.00            CITY               MILL VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94941
  UNPAID BALANCE:    517,883.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,410.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           03/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080127012               MORTGAGORS:        SNODGRESS, JAY

                                                   SNODGRESS, JOANNA
                                            ADDRESS     :    5309 LINDA DRIVE
  MORTGAGE AMT:       368,000.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   90505
  UNPAID BALANCE:    367,719.990            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,541.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080127038               MORTGAGORS:        RANDALL, KENNETH

                                                   RANDALL, SANDRA
                                            ADDRESS     :    421 AVENIDA DE JOSE
  MORTGAGE AMT:       351,500.00            CITY               REDONDO BEA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90277
  UNPAID BALANCE:    351,211.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,338.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.13043            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080127046               MORTGAGORS:        SCOTT, DEBORAH

                                                   ZELT, DIETER
                                            ADDRESS     :    4 ANGELICA CT
  MORTGAGE AMT:       279,200.00            CITY               NOVATO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94947
  UNPAID BALANCE:    279,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,834.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080127111               MORTGAGORS:        COHEN, ISAAC
                                            ADDRESS     :    25 DEL VENTURA
  MORTGAGE AMT:       230,000.00            CITY               IRVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92606
  UNPAID BALANCE:    230,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,588.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.69697            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080127186               MORTGAGORS:        STEARNS, BILLIE
                                            ADDRESS     :    2535 OXFORD WAY
  MORTGAGE AMT:        74,000.00            CITY               STOCKTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95204
  UNPAID BALANCE:     74,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            492.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.15888            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080127475               MORTGAGORS:        OLIVIA, ROBERT

                                                   OLIVA, MARY
                                            ADDRESS     :    0N054 UNDERWOOD DRIVE
  MORTGAGE AMT:       280,000.00            CITY               GENEVA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               IL   60134
  UNPAID BALANCE:    280,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,910.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.87324            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080127814               MORTGAGORS:        ANDERSON, MARVIN
                                            ADDRESS     :    16534 MIRA FLORES COURT
  MORTGAGE AMT:       375,000.00            CITY               MORGAN HILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95037
  UNPAID BALANCE:    374,707.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,558.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.12500            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080128028               MORTGAGORS:        BATES, ROBERT

                                                   BATES, MARGARET
                                            ADDRESS     :    515 ROUTE 169
  MORTGAGE AMT:       300,000.00            CITY               WOODSTOCK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CT   06281
  UNPAID BALANCE:    299,590.080            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,097.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080128259               MORTGAGORS:        BRAUND, MELVIN

                                                   BRAUND, CYNTHIA
                                            ADDRESS     :    5720 HEDGEHAVEN COURT
  MORTGAGE AMT:       360,000.00            CITY               LAS VEGAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               NV   89120
  UNPAID BALANCE:    359,229.140            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,548.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080128283               MORTGAGORS:        BROEKER, JEFFREY

                                                   BROEKER, DEANN
                                            ADDRESS     :    237 RIVERTON PLACE
  MORTGAGE AMT:       250,000.00            CITY               SAN RAMON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94583
  UNPAID BALANCE:    249,809.770            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,726.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.85030            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080128291               MORTGAGORS:        BROWN, GEORGE

                                                   BROWN, JANICE
                                            ADDRESS     :    3971 WILD SAGE COURT
  MORTGAGE AMT:       700,000.00            CITY               THOUSAND OA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91362
  UNPAID BALANCE:    699,467.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,834.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080128440               MORTGAGORS:        CAMPBELL, JAMES
                                            ADDRESS     :    2566 SAN JUAN ROAD
  MORTGAGE AMT:       300,000.00            CITY               WATSONVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   95076
  UNPAID BALANCE:    299,793.540            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,175.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.94737            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080128564               MORTGAGORS:        CHEN, WEI JU
                                            ADDRESS     :    158 ALICE STREET #B
  MORTGAGE AMT:       276,000.00            CITY               ARCADIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   91007
  UNPAID BALANCE:    275,795.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,929.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080128614               MORTGAGORS:        CLARK, LETA
                                            ADDRESS     :    149 WEST 10TH STREET
  MORTGAGE AMT:       250,000.00            CITY               NEW YORK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NY   10014
  UNPAID BALANCE:    249,795.070            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,663.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 25.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080128705               MORTGAGORS:        CORNETT, WALLACE
                                            ADDRESS     :    698 LAKESIDE COURT
  MORTGAGE AMT:       325,000.00            CITY               MT. JULIET
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               TN   37122
  UNPAID BALANCE:    324,776.330            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,356.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080129539               MORTGAGORS:        GIRARD, ALAIN

                                                   CROWL, JACQUELINE
                                            ADDRESS     :    750 BAYLOR AVENUE
  MORTGAGE AMT:       328,500.00            CITY               CLAREMONT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.25000                               CA   91711
  UNPAID BALANCE:    328,290.520            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,467.92            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080129588               MORTGAGORS:        GOVRO, JAMES

                                                   GOVRO, SANDRA
                                            ADDRESS     :    330 PCR 500
  MORTGAGE AMT:       260,000.00            CITY               PERRYVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MO   63775
  UNPAID BALANCE:    259,508.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,035.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.61194            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/19
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080129737               MORTGAGORS:        HALTERMANN, DAVID

                                                   HALTERMANN, DEBORAH
                                            ADDRESS     :    920 SHADOW MOUNTAIN DRIVE
  MORTGAGE AMT:       250,000.00            CITY               MONUMENT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CO   80132
  UNPAID BALANCE:    250,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,705.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.67442            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080129810               MORTGAGORS:        HEATHCOTE, BRUCE

                                                   HEATHCOTE, SANDRA
                                            ADDRESS     :    13532 WHEMBLY DRIVE
  MORTGAGE AMT:       272,000.00            CITY               SANTA ANA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   92705
  UNPAID BALANCE:    271,765.810            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,764.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.52055            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130016               MORTGAGORS:        HUNTER, MARY

                                                   HUNTER, JAMES
                                            ADDRESS     :    1742 CHARITY DRIVE
  MORTGAGE AMT:       451,100.00            CITY               BRENTWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               TN   37027
  UNPAID BALANCE:    450,681.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,231.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.45763            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130024               MORTGAGORS:        HUYNH, HUNG

                                                   LY, TAMMY
                                            ADDRESS     :    3685 CAMINO DEL PILAR
  MORTGAGE AMT:       280,500.00            CITY               ESCONDIDO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92025
  UNPAID BALANCE:    280,291.830            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,961.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130156               MORTGAGORS:        KANEGIS, BARBARA
                                            ADDRESS     :    2909 LANGHOLM PLACE
  MORTGAGE AMT:       328,000.00            CITY               VIENNA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               VA   22181
  UNPAID BALANCE:    327,768.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,349.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130164               MORTGAGORS:        KANG, YEN WEN

                                                   F SHEN, GRACE
                                            ADDRESS     :    816 COUNTRY OAKS LANE
  MORTGAGE AMT:       428,000.00            CITY               ARCADIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91006
  UNPAID BALANCE:    428,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,919.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130263               MORTGAGORS:        KREUTZER, DENNIS

                                                   KREUTZER, RANDIE
                                            ADDRESS     :    1412 BUTTERFIELD AVENUE
  MORTGAGE AMT:       288,000.00            CITY               SAN DIMAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   91773
  UNPAID BALANCE:    287,763.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,916.08            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130321               MORTGAGORS:        LAM, TAN

                                                   DUONG, HONG
                                            ADDRESS     :    1883 S. CAPITOL AVENUE
  MORTGAGE AMT:       250,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95127
  UNPAID BALANCE:    250,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,726.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 86.20690            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130339               MORTGAGORS:        LAMON, JOHN

                                                   LAMON, MARLENE
                                            ADDRESS     :    999 LAKESHORE BOULEVARD #
  MORTGAGE AMT:       350,000.00            CITY               INCLINE VIL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NV   89450
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,417.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 45.69191            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130438               MORTGAGORS:        PING LEONG, LEONARD

                                                   JUN LEONG, SHERRILYNN
                                            ADDRESS     :    2747 KALAWAO STREET APT.
  MORTGAGE AMT:       770,000.00            CITY               HONOLULU
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               HI   96822
  UNPAID BALANCE:    770,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          5,318.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130644               MORTGAGORS:        MAFFEI, DARRELL

                                                   MAFFEI, REBEKHA
                                            ADDRESS     :    10776 SOUTH MEADS AVENUE
  MORTGAGE AMT:       455,000.00            CITY               ORANGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92669
  UNPAID BALANCE:    455,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,142.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.13043            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130719               MORTGAGORS:        MARZOLF, SERGE

                                                   MARZOLF, ULLA
                                            ADDRESS     :    6221 NORTH LEONA
  MORTGAGE AMT:       283,500.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               IL   60646
  UNPAID BALANCE:    283,304.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,055.58            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130735               MORTGAGORS:        MASON, JOHN

                                                   MASON, JOAN
                                            ADDRESS     :    941 STONE BRIDGE TRAIL
  MORTGAGE AMT:       295,850.00            CITY               HOLLISTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95023
  UNPAID BALANCE:    295,607.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,968.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99059            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130776               MORTGAGORS:        MCGOWN, JAMES
                                            ADDRESS     :    194 SOUTH 2ND STREET
  MORTGAGE AMT:       299,700.00            CITY               BROOKLYN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               NY   11211
  UNPAID BALANCE:    299,498.900            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,199.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080130891               MORTGAGORS:        MILES, VALERIE

                                                   MILES, RICHARD
                                            ADDRESS     :    3643 SOUTH GILES AVENUE
  MORTGAGE AMT:       256,500.00            CITY               CHICAGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               IL   60653
  UNPAID BALANCE:    256,223.470            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,859.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131170               MORTGAGORS:        NORDSTROM, HAROLD

                                                   NORDSTROM, MARY
                                            ADDRESS     :    76-78 PRESIDENT AVENUE
  MORTGAGE AMT:       252,000.00            CITY               NEWPORT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.25000                               RI   02871
  UNPAID BALANCE:    251,839.300            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,893.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131402               MORTGAGORS:        PANISH, JOSEPH
                                            ADDRESS     :    5253 AND 5255 LOCKSLEY AV
  MORTGAGE AMT:       373,000.00            CITY               OAKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   94618
  UNPAID BALANCE:    372,743.300            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,704.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.37736            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131410               MORTGAGORS:        PARIKH, NITIN

                                                   PARIKH, DARSHNA
                                            ADDRESS     :    3059 BELLE RIVER DRIVE
  MORTGAGE AMT:       249,750.00            CITY               HACIENDA HE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   91745
  UNPAID BALANCE:    249,569.230            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,767.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.56211            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131469               MORTGAGORS:        PEARSON, DONALD
                                            ADDRESS     :    6431 RUBIA CIRCLE
  MORTGAGE AMT:       400,000.00            CITY               APOLLO BEAC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               FL   33572
  UNPAID BALANCE:    399,717.680            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,865.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.00555            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131493               MORTGAGORS:        PENNY, DIANE
                                            ADDRESS     :    863 MESA GRANDE DRIVE
  MORTGAGE AMT:       330,000.00            CITY               PALM DESERT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92211
  UNPAID BALANCE:    329,748.900            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,279.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.71014            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131550               MORTGAGORS:        PODESTO, CHRISTOPHE

                                                   PODESTO, KATHY
                                            ADDRESS     :    7175 EAST REALTY ROAD
  MORTGAGE AMT:       290,000.00            CITY               LODI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95240
  UNPAID BALANCE:    289,784.770            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,027.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.90909            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131576               MORTGAGORS:        PROWS, RICHARD
                                            ADDRESS     :    5135 SORRENTO DRIVE
  MORTGAGE AMT:       267,300.00            CITY               BOISE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               ID   83704
  UNPAID BALANCE:    267,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,961.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131592               MORTGAGORS:        PULLARA, FRANK

                                                   PULLARA, PATRICIA
                                            ADDRESS     :    2508 DRIFTWOOD DRIVE
  MORTGAGE AMT:       328,000.00            CITY               LAS VEGAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NV   89107
  UNPAID BALANCE:    327,744.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,237.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131808               MORTGAGORS:        RIERA, MICHAEL

                                                   TWADELL RIER, MEGAN
                                            ADDRESS     :    28 FAIRLAWN DRIVE
  MORTGAGE AMT:       280,000.00            CITY               BERKELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94708
  UNPAID BALANCE:    279,637.740            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,933.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080131832               MORTGAGORS:        RINGLIEB, ERIC
                                            ADDRESS     :    14730-32 burbank boulevar
  MORTGAGE AMT:       288,000.00            CITY               SHERMAN OAK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91411
  UNPAID BALANCE:    288,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,964.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132012               MORTGAGORS:        RUSTIN, PATRICIA
                                            ADDRESS     :    430 PINE VALLEY ROAD
  MORTGAGE AMT:       311,250.00            CITY               MARIETTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               GA   30067
  UNPAID BALANCE:    311,041.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,283.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132020               MORTGAGORS:        RUSTIN, PATRICIA
                                            ADDRESS     :    2502 TROON CIRCLE
  MORTGAGE AMT:       300,000.00            CITY               BIG CANOE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               GA   30143
  UNPAID BALANCE:    299,782.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,123.39            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.31959            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132186               MORTGAGORS:        SHARP, QUINTEN

                                                   SHARP, APRIL
                                            ADDRESS     :    936 10TH STREET
  MORTGAGE AMT:       506,350.00            CITY               HUNTINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92648
  UNPAID BALANCE:    505,964.700            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,497.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.90000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132228               MORTGAGORS:        SHROUT, JEFFREY

                                                   SHROUT, JENNIFER
                                            ADDRESS     :    4408 CLUBHOUSE DRIVE
  MORTGAGE AMT:       269,250.00            CITY               LAKEWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   90712
  UNPAID BALANCE:    269,064.700            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,952.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132285               MORTGAGORS:        SIMS, MICHAEL

                                                   SIMS, MARY
                                            ADDRESS     :    381 CAMINO CAMPO
  MORTGAGE AMT:       261,900.00            CITY               CORRALES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               NM   87048
  UNPAID BALANCE:    261,724.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,921.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132319               MORTGAGORS:        SMITH, DANA

                                                   SMITH, YVETTE
                                            ADDRESS     :    304 SPYGLASS WAY
  MORTGAGE AMT:       339,200.00            CITY               APTOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95003
  UNPAID BALANCE:    338,741.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,342.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99057            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132343               MORTGAGORS:        SOLOGUB, BORIS

                                                   SOLOGUB, GALINA
                                            ADDRESS     :    22245 MIRANDA STREET
  MORTGAGE AMT:       270,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   91367
  UNPAID BALANCE:    269,799.620            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,887.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132566               MORTGAGORS:        TEMMINS, KEITH

                                                   TEMMINS, LINDA
                                            ADDRESS     :    5813 EL CANON AVENUE
  MORTGAGE AMT:       328,000.00            CITY               WOODLAND HI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91367
  UNPAID BALANCE:    328,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,209.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132574               MORTGAGORS:        TERRACCIANO, ANTHONY

                                                   TERRACCIANO, MARY
                                            ADDRESS     :    68 POPLAR STREET
  MORTGAGE AMT:       480,000.00            CITY               GARDEN CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               NY   11530
  UNPAID BALANCE:    479,677.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,522.08            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132665               MORTGAGORS:        TOOMEY, ROBERT

                                                   TOOMEY, STEPHANIE
                                            ADDRESS     :    303 GREENWICH STREET #5D
  MORTGAGE AMT:       400,000.00            CITY               NEW YORK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.00000                               NY   10019
  UNPAID BALANCE:    399,648.300            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,935.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 86.95652            OUTSIDE CONV DATE:
  CURRENT INT           8.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132681               MORTGAGORS:        TULLY, DAVID

                                                   TULLY, EDITH
                                            ADDRESS     :    894 MOANIALA STREET
  MORTGAGE AMT:       728,000.00            CITY               HONOLULU
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               HI   96821
  UNPAID BALANCE:    726,940.850            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,966.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080132897               MORTGAGORS:        WARNER, ROBERT

                                                   WARNER, MERRIE
                                            ADDRESS     :    646 WALLIS ROAD
  MORTGAGE AMT:       244,000.00            CITY               RYE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        8.12500                               NH   03870
  UNPAID BALANCE:    243,840.380            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,811.70            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           8.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:351
  --------------------------------------------------------------------------------

  LN # 0080134240               MORTGAGORS:        LEISHMAN, BRET

                                                   LEISHMAN, NADINE
                                            ADDRESS     :    16644 COUNTY ROAD 98 B
  MORTGAGE AMT:       456,000.00            CITY               WOODLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95695
  UNPAID BALANCE:    456,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,149.48            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134257               MORTGAGORS:        SKOMSVOLD, RANDALL

                                                   SKOMSVOLD, KELLY
                                            ADDRESS     :    5175 VIA MARGARITA
  MORTGAGE AMT:       372,000.00            CITY               YORBA LINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   92887
  UNPAID BALANCE:    372,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,381.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134265               MORTGAGORS:        TITUS, G

                                                   TITUS, LUCIE
                                            ADDRESS     :    305 SEQUOIA TERRACE
  MORTGAGE AMT:       325,500.00            CITY               DANVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94506
  UNPAID BALANCE:    325,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,165.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.81250            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134281               MORTGAGORS:        SHAW, JESSE

                                                   GINDER, GAIL
                                            ADDRESS     :    327 BURGUNDY ROAD
  MORTGAGE AMT:       308,000.00            CITY               HEALDSBURG
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95448
  UNPAID BALANCE:    307,759.730            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,101.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.23077            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134315               MORTGAGORS:        TRABAND, JONATHAN
                                            ADDRESS     :    6947 ELVERTON DRIVE
  MORTGAGE AMT:       320,000.00            CITY               OAKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94611
  UNPAID BALANCE:    320,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.78151            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134349               MORTGAGORS:        IRVING, MARK

                                                   IRVING, PAMELA
                                            ADDRESS     :    1492 PARTRIDGE DRIVE
  MORTGAGE AMT:       283,700.00            CITY               GILROY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95020
  UNPAID BALANCE:    283,700.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,887.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98286            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134364               MORTGAGORS:        KANE, KAREN

                                                   NOWAK, GAIL
                                            ADDRESS     :    2083 REYNOSA DRIVE
  MORTGAGE AMT:       261,200.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90501
  UNPAID BALANCE:    261,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,759.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134398               MORTGAGORS:        HIRSCHI, BILL

                                                   HIRSCHI, AMY
                                            ADDRESS     :    6661 N RAINBOW BLVD
  MORTGAGE AMT:       300,000.00            CITY               LAS VEGAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NV   89131
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,970.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 40.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134422               MORTGAGORS:        HONABACH, DENNIS

                                                   HONABACH, CAROL
                                            ADDRESS     :    5580 CAMINO DE BRYANT
  MORTGAGE AMT:       440,000.00            CITY               YORBA LINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92887
  UNPAID BALANCE:    440,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,927.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.57143            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134430               MORTGAGORS:        ROCHA, EDWARD

                                                   ROCHA, TRACY
                                            ADDRESS     :    2821 VALLEY VIEW ROAD
  MORTGAGE AMT:       219,200.00            CITY               HOLLISTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95023
  UNPAID BALANCE:    219,020.320            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,458.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134448               MORTGAGORS:        NORHEIM, JOHN
                                            ADDRESS     :    762 CRESTON ROAD
  MORTGAGE AMT:       380,000.00            CITY               BERKELEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94708
  UNPAID BALANCE:    380,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,496.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 87.75982            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134489               MORTGAGORS:        SUGARMAN, BARRY

                                                   SUGARMAN, NANCY
                                            ADDRESS     :    951 MARGARITA AVENUE
  MORTGAGE AMT:       304,000.00            CITY               GROVER BEAC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   93433
  UNPAID BALANCE:    304,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,997.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134513               MORTGAGORS:        HUGGETT, ERICA

                                                   HUGGETT, BRADFORD
                                            ADDRESS     :    28 MARINERO CIRCLE
  MORTGAGE AMT:       273,750.00            CITY               TIBURON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94920
  UNPAID BALANCE:    273,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,867.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.03947            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134539               MORTGAGORS:        MCCANN, EUGENE

                                                   MCCANN, CANDACE
                                            ADDRESS     :    3107 SANDALWOOD COURT
  MORTGAGE AMT:       292,000.00            CITY               LAFAYETTE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94549
  UNPAID BALANCE:    292,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,991.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.61798            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134612               MORTGAGORS:        ROMER, CHRISTINE

                                                   DUNTON, MICHAEL
                                            ADDRESS     :    732 OCEAN VIEW DRIVE
  MORTGAGE AMT:       295,000.00            CITY               FULLERTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92832
  UNPAID BALANCE:    295,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,962.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.23810            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134638               MORTGAGORS:        SKWARECKI, EDWARD

                                                   MILLER, JAYNE
                                            ADDRESS     :    469 FERNWOOD DRIVE
  MORTGAGE AMT:       568,000.00            CITY               MORAGA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   94556
  UNPAID BALANCE:    568,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,684.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134679               MORTGAGORS:        HEGDE, MAHABALESH

                                                   HEGDE, REKHA
                                            ADDRESS     :    3117 TECOPA SPRINGS LANE
  MORTGAGE AMT:       278,400.00            CITY               SIMI VALLEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   93063
  UNPAID BALANCE:    278,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,852.20            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134711               MORTGAGORS:        MELENDRES, NEPTHALI

                                                   MELENDRES, ISABEL
                                            ADDRESS     :    8023 COACH DRIVE
  MORTGAGE AMT:       290,800.00            CITY               OAKLAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94605
  UNPAID BALANCE:    290,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,910.35            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.92683            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134737               MORTGAGORS:        RYDER, JACK
                                            ADDRESS     :    255 SCENIC ROAD
  MORTGAGE AMT:       288,000.00            CITY               FAIRFAX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94930
  UNPAID BALANCE:    288,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,916.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134752               MORTGAGORS:        NEUMANN, PAUL
                                            ADDRESS     :    33152 PASEO PINTO
  MORTGAGE AMT:       246,950.00            CITY               SAN JUAN CA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92675
  UNPAID BALANCE:    246,950.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,642.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99676            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134778               MORTGAGORS:        HOPPER, BRUCE

                                                   HOPPER, LINDA
                                            ADDRESS     :    3 MIRAFLORES AVE
  MORTGAGE AMT:       280,000.00            CITY               SAN RAFAEL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   94901
  UNPAID BALANCE:    280,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,816.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.90909            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134935               MORTGAGORS:        TIPTON, RICHARD

                                                   TIPTON, MARCIA
                                            ADDRESS     :    2779 RAMONA STREET
  MORTGAGE AMT:       590,000.00            CITY               PALO ALTO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94306
  UNPAID BALANCE:    590,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,925.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.51515            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080134992               MORTGAGORS:        OMOTO, ROY

                                                   OMOTO, ELAINE
                                            ADDRESS     :    2300 MAPLE AVENUE
  MORTGAGE AMT:       280,000.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   90503
  UNPAID BALANCE:    280,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,816.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135015               MORTGAGORS:        SWANSON, LLOYD

                                                   SWANSON, MARGARET
                                            ADDRESS     :    91 PORT OF SPAIN ROAD
  MORTGAGE AMT:       450,000.00            CITY               CORONADO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92118
  UNPAID BALANCE:    450,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,031.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135163               MORTGAGORS:        MARINKOVICH, ANTON

                                                   MARINKOVICH, DEBRA
                                            ADDRESS     :    1785 NORTH KIMBARK LANE
  MORTGAGE AMT:       353,750.00            CITY               ORANGE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92869
  UNPAID BALANCE:    353,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,353.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 38.87363            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135197               MORTGAGORS:        JAW, LINK

                                                   JAW, ROSY
                                            ADDRESS     :    11942 EAST IRONWOOD DRIVE
  MORTGAGE AMT:       380,000.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               AZ   85259
  UNPAID BALANCE:    380,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,560.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135205               MORTGAGORS:        LACQUES, KIMBERLEY

                                                   LACQUES, PETER
                                            ADDRESS     :    130-132 LIVE OAK AVE
  MORTGAGE AMT:       287,200.00            CITY               FAIRFAX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94930
  UNPAID BALANCE:    287,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,910.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135221               MORTGAGORS:        PASCUAL, CHRISTOPHE

                                                   VIRAY, CHRISTINE
                                            ADDRESS     :    1581 HERMOCILLA WAY
  MORTGAGE AMT:       201,500.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   95116
  UNPAID BALANCE:    201,361.320            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,461.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99016            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135247               MORTGAGORS:        ANTONIO, CHRISTOPHE

                                                   ANTONIO, SABRINA
                                            ADDRESS     :    102 CENTRAL AVENUE
  MORTGAGE AMT:       650,000.00            CITY               SAUSALITO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94965
  UNPAID BALANCE:    650,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,434.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.28571            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135254               MORTGAGORS:        CAN, KY

                                                   PHAN, JENIFER
                                            ADDRESS     :    2020 BLUEJACKET WAY
  MORTGAGE AMT:       288,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   95133
  UNPAID BALANCE:    288,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,038.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135270               MORTGAGORS:        PERRY, MARK
                                            ADDRESS     :    3814 AMESBURY ROAD
  MORTGAGE AMT:       641,250.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90027
  UNPAID BALANCE:    641,250.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,212.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135312               MORTGAGORS:        DAVISON, CHRISTOPHE

                                                   DAVISON, JANET
                                            ADDRESS     :    34 BLUE ROCK COURT
  MORTGAGE AMT:       423,200.00            CITY               CORTE MADER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94925
  UNPAID BALANCE:    423,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,815.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135346               MORTGAGORS:        YEE, BRADLEY

                                                   YEE, PANSY
                                            ADDRESS     :    123 DWIGHT ROAD
  MORTGAGE AMT:       399,200.00            CITY               BURLINGAME
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94010
  UNPAID BALANCE:    399,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,655.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080135395               MORTGAGORS:        BLOCKER, DAVID
                                            ADDRESS     :    1095 VIA BLAIRO CIRCLE
  MORTGAGE AMT:       260,000.00            CITY               CORONA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   91719
  UNPAID BALANCE:    260,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,751.67            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.78788            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138670               MORTGAGORS:        SPICHER, DENNIS

                                                   SPICHER, JEANNE
                                            ADDRESS     :    560 WOODMOOR DRIVE
  MORTGAGE AMT:       279,000.00            CITY               MONUMENT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CO   80132
  UNPAID BALANCE:    278,765.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,832.84            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138688               MORTGAGORS:        EARNEST, DENNIS

                                                   EARNEST, JULIE
                                            ADDRESS     :    154 JUNCO DRIVE
  MORTGAGE AMT:       315,000.00            CITY               SANTA CRUZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95060
  UNPAID BALANCE:    314,741.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,095.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.21739            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138696               MORTGAGORS:        JACKSON, ROBERT

                                                   JACKSON, LISA
                                            ADDRESS     :    1449 PHANTOM AVENUE
  MORTGAGE AMT:       343,200.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95125
  UNPAID BALANCE:    342,945.290            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,399.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138704               MORTGAGORS:        KOCLANES, PETER

                                                   KOCLANES, TERI
                                            ADDRESS     :    21411 WELD COUNTY ROAD 3
  MORTGAGE AMT:       510,000.00            CITY               BERTHOUD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CO   80513
  UNPAID BALANCE:    508,615.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,350.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138712               MORTGAGORS:        SCOTT WILSON, CHRISTOPHE

                                                   WILSON, JULIA SHEE
                                            ADDRESS     :    1645 LUPTON AVENUE
  MORTGAGE AMT:       260,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   95125
  UNPAID BALANCE:    259,776.140            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,686.36            ANNUAL RATE ADJUST:      0.000
  LTV :                 32.50000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138720               MORTGAGORS:        VALERIE, STEPHANIE
                                            ADDRESS     :    6153 SAINT ANDREWS WAY
  MORTGAGE AMT:       246,950.00            CITY               LIVERMORE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   94550
  UNPAID BALANCE:    246,771.260            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,747.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.98442            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138746               MORTGAGORS:        MULDOON, LARRY
                                            ADDRESS     :    16500 SOUTHWEST 77 AVENUE
  MORTGAGE AMT:       234,000.00            CITY               MIAMI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               FL   33156
  UNPAID BALANCE:    233,830.640            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,656.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138753               MORTGAGORS:        BORZANSKY, TODD

                                                   BORZANSKY, KATHRYN AN
                                            ADDRESS     :    23552 VIA PALOMA
  MORTGAGE AMT:       288,000.00            CITY               COTO DE CAZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92679
  UNPAID BALANCE:    287,098.730            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,989.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.08696            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138761               MORTGAGORS:        MCCRUMMEN, GARY

                                                   MCCRUMMEN, LINDA
                                            ADDRESS     :    2451 NORTH MOUNTAIN AVENU
  MORTGAGE AMT:       581,000.00            CITY               UPLAND (AREA)
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91784
  UNPAID BALANCE:    581,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          4,636.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.51351            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/19
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138779               MORTGAGORS:        SOVOCOOL, DANIEL

                                                   SOVOCOOL, CATHERINE
                                            ADDRESS     :    11 BLAIR AVENUE
  MORTGAGE AMT:       590,000.00            CITY               PIEDMONT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   94611
  UNPAID BALANCE:    590,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,826.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.03419            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138787               MORTGAGORS:        ALMARIO, NENITA
                                            ADDRESS     :    242 BURNING TREE DRIVE
  MORTGAGE AMT:       248,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   95119
  UNPAID BALANCE:    248,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,755.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138795               MORTGAGORS:        HARDE, WILLIAM

                                                   HAMMOND, CHARLES
                                            ADDRESS     :    320 ROOSEVELT WAY
  MORTGAGE AMT:       432,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94114
  UNPAID BALANCE:    431,662.990            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,947.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 49.37143            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138811               MORTGAGORS:        CHRISTY, EMMANUEL
                                            ADDRESS     :    606 ATHERTON PLACE
  MORTGAGE AMT:       160,000.00            CITY               HAYWARD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94541
  UNPAID BALANCE:    160,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,064.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138829               MORTGAGORS:        HATCH, DOUGLAS

                                                   HATCH WONG, LESLIE
                                            ADDRESS     :    680 TALBOT AVENUE
  MORTGAGE AMT:       469,300.00            CITY               PACIFICA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94044
  UNPAID BALANCE:    468,924.710            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,161.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.21667            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138837               MORTGAGORS:        HANSON, TIMOTHY

                                                   HANSON, SHELLY
                                            ADDRESS     :    3720 MOHAWK DRIVE
  MORTGAGE AMT:       380,000.00            CITY               MOUNT VERNO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98273
  UNPAID BALANCE:    379,696.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,560.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.16667            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138845               MORTGAGORS:        BROOKS, CHARLES

                                                   C  BROOKS, JO
                                            ADDRESS     :    9970 BURCHELL ROAD
  MORTGAGE AMT:       400,000.00            CITY               GILROY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95020
  UNPAID BALANCE:    399,672.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,661.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.76636            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138852               MORTGAGORS:        REZVANIPOUR, DUNIA PART
                                            ADDRESS     :    906 N DOHENY DRIVE
  MORTGAGE AMT:       105,000.00            CITY               WEST HOLLYW
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90069
  UNPAID BALANCE:    104,913.930            OPTION TO CONVERT :      No
  MONTHLY P&I:            698.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138860               MORTGAGORS:        FISHER, ROBERT

                                                   FISHER, SALLY
                                            ADDRESS     :    918 NORTH G STREET
  MORTGAGE AMT:       280,000.00            CITY               TACOMA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               WA   98403
  UNPAID BALANCE:    279,797.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,981.83            ANNUAL RATE ADJUST:      0.000
  LTV :                 93.33333            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138878               MORTGAGORS:        LEVY, MITCHELL

                                                   LEVY, DANA
                                            ADDRESS     :    1580 STEVENSON ROAD
  MORTGAGE AMT:       333,750.00            CITY               HEWLETT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               NY   11557
  UNPAID BALANCE:    333,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,362.27            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138886               MORTGAGORS:        LABORNE, JANET
                                            ADDRESS     :    39 BEDELL PLACE
  MORTGAGE AMT:       112,500.00            CITY               AMITYVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               NY   11701
  UNPAID BALANCE:    112,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            777.01            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138894               MORTGAGORS:        LARKIN, JOSEPH

                                                   LARKIN, GLORIA
                                            ADDRESS     :    11305 WEST 77TH DRIVE
  MORTGAGE AMT:       247,500.00            CITY               ARVADA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CO   80005
  UNPAID BALANCE:    247,311.660            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,709.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138902               MORTGAGORS:        TIGLON, ANEMONE
                                            ADDRESS     :    851 MARANTA AVENUE
  MORTGAGE AMT:       392,000.00            CITY               SUNNYVALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94087
  UNPAID BALANCE:    392,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,607.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.81300            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138910               MORTGAGORS:        TORTOMASI, JOSEPH

                                                   TORTOMASI, VALENTINA
                                            ADDRESS     :    8801 ROZETTA COURT
  MORTGAGE AMT:       283,900.00            CITY               LAS VEGAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NV   89134
  UNPAID BALANCE:    283,667.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,888.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.09877            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138928               MORTGAGORS:        BROWN, JEREMY

                                                   BROWN, MALA
                                            ADDRESS     :    200 ALEUT COURT
  MORTGAGE AMT:       395,000.00            CITY               FREMONT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94539
  UNPAID BALANCE:    394,699.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,728.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.86287            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138936               MORTGAGORS:        HESTER, ROBERT

                                                   BURNEY, DEBORAH
                                            ADDRESS     :    5795 N. JENSEN STREET
  MORTGAGE AMT:       284,050.00            CITY               LAS VEGAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NV   89129
  UNPAID BALANCE:    283,817.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,889.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.88924            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138944               MORTGAGORS:        GRIGOROV, ILYA

                                                   GRIGOROV, MARINA
                                            ADDRESS     :    727 N MANSFIELD AVENUE
  MORTGAGE AMT:       308,500.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90038
  UNPAID BALANCE:    308,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,052.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.68023            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138951               MORTGAGORS:        ZIEKER, DAVID

                                                   ZIEKER, ROSEMARIE
                                            ADDRESS     :    4235 HAYFORD COURT
  MORTGAGE AMT:       315,000.00            CITY               PLEASANTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94566
  UNPAID BALANCE:    314,741.790            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,095.71            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138969               MORTGAGORS:        PHAM, HUNG VAN

                                                   PHAM, LINH
                                            ADDRESS     :    477 GLENMOOR CIRCLE
  MORTGAGE AMT:       268,000.00            CITY               MILPITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95035
  UNPAID BALANCE:    267,790.930            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,828.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138977               MORTGAGORS:        LEVIN, SHARON
                                            ADDRESS     :    37 WILELINOR DRIVE
  MORTGAGE AMT:       300,000.00            CITY               EDGEWATER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MD   21037
  UNPAID BALANCE:    299,747.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,970.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080138993               MORTGAGORS:        VO, KENNETH
                                                   HOANG, KHA
                                                   HOANG, VIEN
                                            ADDRESS     :    2827 MONTE CRESTA WAY
  MORTGAGE AMT:       299,700.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95132
  UNPAID BALANCE:    299,471.950            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,069.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139009               MORTGAGORS:        ZHOU, GENGQIANG

                                                   CHEN, JU
                                            ADDRESS     :    172 RATTO ROAD
  MORTGAGE AMT:       260,000.00            CITY               ALAMEDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94502
  UNPAID BALANCE:    259,802.160            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,795.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.60825            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139017               MORTGAGORS:        UNADKAT, DHIREN

                                                   UNADKAT, ANANDI
                                            ADDRESS     :    18661 DEVON AVENUE
  MORTGAGE AMT:       368,000.00            CITY               SARATOGA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               CA   95070
  UNPAID BALANCE:    367,740.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,636.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.44828            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139025               MORTGAGORS:        MERRITT, GARY

                                                   MERRITT, CARMEN
                                            ADDRESS     :    70-465 PECOS ROAD
  MORTGAGE AMT:       320,000.00            CITY               RANCHO MIRA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92270
  UNPAID BALANCE:    319,744.100            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,155.90            ANNUAL RATE ADJUST:      0.000
  LTV :                 40.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139033               MORTGAGORS:        HOLLINGSHEAD, VICTORIA
                                            ADDRESS     :    3714 ARLEN COURT
  MORTGAGE AMT:       251,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95132
  UNPAID BALANCE:    251,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,669.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.14601            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139041               MORTGAGORS:        STEPHENS, MARK

                                                   STEPHENS, JANICE
                                            ADDRESS     :    1808 KIPLING DRIVE
  MORTGAGE AMT:       243,200.00            CITY               FLOWER MOUN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   75028
  UNPAID BALANCE:    243,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,638.49            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139058               MORTGAGORS:        AVLAKEOTES, ALEX
                                            ADDRESS     :    271 CALLE LOLITA
  MORTGAGE AMT:       286,000.00            CITY               LOS GATOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95032
  UNPAID BALANCE:    286,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,999.76            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.85938            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139066               MORTGAGORS:        LOVE, TERRY
                                            ADDRESS     :    7571 WEST COMET AVENUE
  MORTGAGE AMT:       123,500.00            CITY               PEORIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               AZ   85345
  UNPAID BALANCE:    123,406.020            OPTION TO CONVERT :      No
  MONTHLY P&I:            852.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139074               MORTGAGORS:        PHUONG VO, CHRISTINE

                                                   CHON, NAM HEE
                                            ADDRESS     :    1800 OCEAN CAPE COMMON
  MORTGAGE AMT:       260,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95131
  UNPAID BALANCE:    259,786.880            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,729.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139082               MORTGAGORS:        MARINAK, STEPHEN

                                                   MARINAK, MELISSA
                                            ADDRESS     :    1125 HARBOR DRIVE
  MORTGAGE AMT:       270,000.00            CITY               DELRAY BEAC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               FL   33483
  UNPAID BALANCE:    270,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,819.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139090               MORTGAGORS:        DORSCH, T

                                                   WATSON DORSC, KATHERINE
                                            ADDRESS     :    26773 HAVEN HILL LANE
  MORTGAGE AMT:       311,000.00            CITY               LOS GATOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95030
  UNPAID BALANCE:    310,769.190            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,174.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 56.03604            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139108               MORTGAGORS:        TRUSS, COLIN

                                                   TRUSS, PAMELA
                                            ADDRESS     :    15814 N.E. 133RD STREET
  MORTGAGE AMT:       575,000.00            CITY               REDMOND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98152
  UNPAID BALANCE:    575,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,873.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.69697            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139116               MORTGAGORS:        MCCROSKEY, JOHN

                                                   MCCROSKEY, ANNE
                                            ADDRESS     :    1380 MORNING SKY COURT
  MORTGAGE AMT:       302,000.00            CITY               LAKE OSWEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               OR   97034
  UNPAID BALANCE:    302,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,983.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.13360            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139330               MORTGAGORS:        CHANEY, TIMOTHY

                                                   MURANAKA CHA, JENNIFER
                                            ADDRESS     :    12553 HAVELOCK AVENUE
  MORTGAGE AMT:       359,100.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   90066
  UNPAID BALANCE:    359,100.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,359.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139611               MORTGAGORS:        NGUYEN, THUAN

                                                   PHAM, THAO
                                            ADDRESS     :    12 HIDDEN BROOK
  MORTGAGE AMT:       280,000.00            CITY               IRVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92602
  UNPAID BALANCE:    280,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,910.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139678               MORTGAGORS:        JONES, BRIAN

                                                   KANE, DAWN
                                            ADDRESS     :    1119 FREMONT AVENUE
  MORTGAGE AMT:       278,350.00            CITY               SOUTH PASAD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   91030
  UNPAID BALANCE:    278,350.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,946.26            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139744               MORTGAGORS:        GUTIERREZ, RIGOBERTO

                                                   GUTIERREZ, ANITA
                                            ADDRESS     :    841 ROMANI COURT
  MORTGAGE AMT:       340,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95125
  UNPAID BALANCE:    340,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,290.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.81003            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139751               MORTGAGORS:        PETERSON, FREDERICK

                                                   PETERSON, SARA
                                            ADDRESS     :    1190 BROCKMAN DRIVE
  MORTGAGE AMT:       472,000.00            CITY               SONOMA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95476
  UNPAID BALANCE:    472,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,140.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080139827               MORTGAGORS:        BONFIGLIO, GREGG

                                                   BONFIGLIO, JACQUELINE
                                            ADDRESS     :    22 ANGLESITE
  MORTGAGE AMT:       203,000.00            CITY               RANCHO SANT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92688
  UNPAID BALANCE:    203,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,350.57            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.99631            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140478               MORTGAGORS:        PENEGOR, WADE
                                                   PENEGOR, ROBERT
                                                   PENEGOR, LUANNE
                                            ADDRESS     :    2905 LAKESHORE DRIVE
  MORTGAGE AMT:       294,400.00            CITY               CARSON CITY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               NV   89704
  UNPAID BALANCE:    294,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,934.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140510               MORTGAGORS:        GIRJIS, SOHAIL
                                            ADDRESS     :    6719 TORYBROOKE CIRCLE
  MORTGAGE AMT:       300,000.00            CITY               WEST BLOOMF
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               MI   48323
  UNPAID BALANCE:    299,777.360            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,097.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140619               MORTGAGORS:        BAHNG, JOON

                                                   BAHNG, HAE
                                            ADDRESS     :    47 TURNBURY LANE
  MORTGAGE AMT:       274,300.00            CITY               IRVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92620
  UNPAID BALANCE:    274,091.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,894.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.97318            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140627               MORTGAGORS:        BASTIDA, LAWRENCE

                                                   BASTIDA, PATRICIA
                                            ADDRESS     :    3016 BRUSH CREEK
  MORTGAGE AMT:       317,700.00            CITY               OKLAHOMA CI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               OK   73120
  UNPAID BALANCE:    317,458.250            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,194.28            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.48780            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140635               MORTGAGORS:        BEACOM, DAIVD

                                                   BEACOM, MARY
                                            ADDRESS     :    13801  MUIRFIELD CIRCLE
  MORTGAGE AMT:       264,400.00            CITY               BROOMFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CO   80020
  UNPAID BALANCE:    264,188.560            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,781.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99390            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140643               MORTGAGORS:        BEYNON, CAROL

                                                   BEYNON, AUDREY
                                            ADDRESS     :    1809 SIENNA CANYON DRIVE
  MORTGAGE AMT:       375,000.00            CITY               ENCINITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92024
  UNPAID BALANCE:    374,700.110            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,526.45            ANNUAL RATE ADJUST:      0.000
  LTV :                 58.86970            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140650               MORTGAGORS:        BLUMBERG, MICHAEL

                                                   BLUMBERG, MICHELLE
                                            ADDRESS     :    5398    VISTA FORTUNA
  MORTGAGE AMT:       270,400.00            CITY               CYPRESS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90630
  UNPAID BALANCE:    270,183.760            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,821.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140668               MORTGAGORS:        BORROMEO, RONALD

                                                   BORROMEO, SHANNIS
                                            ADDRESS     :    7125 VIA CARMELA
  MORTGAGE AMT:       261,200.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95139
  UNPAID BALANCE:    260,985.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,737.78            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140676               MORTGAGORS:        BURNS, DAVE

                                                   BURNS, NAOMI
                                            ADDRESS     :    2506  NORTH CIRO AVENUE
  MORTGAGE AMT:       252,000.00            CITY               THOUSAND OA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   91360
  UNPAID BALANCE:    251,808.240            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,740.51            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140684               MORTGAGORS:        CARLSON, JEFFREY

                                                   BABIN, ELIZABETH
                                            ADDRESS     :    2108    WROXTON RD
  MORTGAGE AMT:       432,000.00            CITY               HOUSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               TX   77005
  UNPAID BALANCE:    431,645.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,874.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.70480            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140692               MORTGAGORS:        CATTERALL, JAMES

                                                   SCHWEIS, JEAN
                                            ADDRESS     :    15 RIVER ROAD
  MORTGAGE AMT:       268,000.00            CITY               COS COB
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CT   06807
  UNPAID BALANCE:    267,790.940            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,828.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140718               MORTGAGORS:        COPLEY, STEVEN

                                                   COPLEY, MICHELE
                                            ADDRESS     :    1808-1810  CHER COURT
  MORTGAGE AMT:        92,000.00            CITY               WOOSTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               OH   44691
  UNPAID BALANCE:     92,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            619.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140734               MORTGAGORS:        COWAN, CONNIE
                                            ADDRESS     :    1627 WEST EL CAMINITO DRI
  MORTGAGE AMT:       228,000.00            CITY               PHOENIX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               AZ   85021
  UNPAID BALANCE:    227,826.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,574.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140742               MORTGAGORS:        EASTON, MARGARET
                                            ADDRESS     :    6880 83RD AVENUE SOUTHEAS
  MORTGAGE AMT:       431,950.00            CITY               MERCER ISLA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   98040
  UNPAID BALANCE:    430,324.270            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,983.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99815            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140759               MORTGAGORS:        FINDLEY, CLAY

                                                   FINDLEY, VICKI
                                            ADDRESS     :    1522 HARNESS OAKS COURT
  MORTGAGE AMT:       206,000.00            CITY               HOUSTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               TX   77077
  UNPAID BALANCE:    205,677.610            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,405.29            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140767               MORTGAGORS:        FISK, RICHARD

                                                   FISK, SUSAN
                                            ADDRESS     :    5630 TROON COURT
  MORTGAGE AMT:       431,000.00            CITY               DISCOVERY B
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   94514
  UNPAID BALANCE:    430,680.130            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,013.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 78.36364            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140775               MORTGAGORS:        FOWLER, KENT

                                                   FOWLER, AMY
                                            ADDRESS     :    7836    TOURNAMENT RD
  MORTGAGE AMT:        95,600.00            CITY               FRISCO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               TX   75035
  UNPAID BALANCE:     95,525.410            OPTION TO CONVERT :      No
  MONTHLY P&I:            652.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140791               MORTGAGORS:        GETZ, JOHN

                                                   GETZ, JUNKO
                                            ADDRESS     :    5622 KONYA DRIVE
  MORTGAGE AMT:       276,000.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90503
  UNPAID BALANCE:    275,784.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,882.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.68831            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140809               MORTGAGORS:        GEVER, DEBORAH
                                            ADDRESS     :    2407 CASTLE HEIGHTS AVENU
  MORTGAGE AMT:       304,500.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   90034
  UNPAID BALANCE:    304,231.340            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,949.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.66667            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140817               MORTGAGORS:        GINTHER, FREDRICK

                                                   GINTHER, RITA
                                            ADDRESS     :    1502 WEST SHORE DRIVE
  MORTGAGE AMT:       405,000.00            CITY               LOVELAND
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CO   80538
  UNPAID BALANCE:    404,699.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,831.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 67.73708            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140825               MORTGAGORS:        GOODMAN, WILLIAM

                                                   GOODMAN, DOROTHY
                                            ADDRESS     :    7800 LINDENWOOD CIRCLE
  MORTGAGE AMT:       324,000.00            CITY               AUSTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               TX   78731
  UNPAID BALANCE:    323,734.410            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,155.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140833               MORTGAGORS:        KAGY, JANET

                                                   KAGY, CARL
                                            ADDRESS     :    507 KONSTANTY CIRCLE
  MORTGAGE AMT:       488,000.00            CITY               AUSTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   78746
  UNPAID BALANCE:    487,609.750            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,287.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140841               MORTGAGORS:        KAKARLAMUDI, SUBBARAO

                                                   KAKARLAMUDI, LAKSHMI
                                            ADDRESS     :    758 ALCOSTA DRIVE
  MORTGAGE AMT:       313,000.00            CITY               MILPITAS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95035
  UNPAID BALANCE:    312,749.700            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,108.74            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.55556            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140858               MORTGAGORS:        KAYE, JOHN

                                                   O'KEEFE, KATHRYN
                                            ADDRESS     :    451 CHAPEL HILLS RD
  MORTGAGE AMT:       310,000.00            CITY               FLORA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MS   39071
  UNPAID BALANCE:    309,745.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,062.44            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.88889            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140866               MORTGAGORS:        KOTT, JOHN

                                                   KOTT, LORI
                                            ADDRESS     :    3 THORNTON PLACE
  MORTGAGE AMT:       499,950.00            CITY               COTO DE CAZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92679
  UNPAID BALANCE:    499,186.800            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,453.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.44715            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140874               MORTGAGORS:        LEE, IL
                                            ADDRESS     :    2825    PLAZA DEL AMO #16
  MORTGAGE AMT:       255,200.00            CITY               TORRANCE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90503
  UNPAID BALANCE:    254,995.920            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,719.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140882               MORTGAGORS:        LEE, IN

                                                   LEE, MYUNG
                                            ADDRESS     :    16324   LANGFIELD AVENUE
  MORTGAGE AMT:       306,000.00            CITY               CERRITOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   90703
  UNPAID BALANCE:    305,761.290            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,087.46            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140890               MORTGAGORS:        LEE, YUNA
                                            ADDRESS     :    30318 VIA RIVERA
  MORTGAGE AMT:       340,000.00            CITY               RANCHO PALO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   90275
  UNPAID BALANCE:    339,741.280            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,348.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.76190            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140908               MORTGAGORS:        LEPERA, VINCENT

                                                   LEPERA, DIANE
                                            ADDRESS     :    1322    CERNAN LN
  MORTGAGE AMT:       125,000.00            CITY               BLUE BELL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               PA   19422
  UNPAID BALANCE:    124,897.540            OPTION TO CONVERT :      No
  MONTHLY P&I:            831.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 35.81662            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140916               MORTGAGORS:        LINSALATO, RANDY

                                                   LINSALATO, ANCHING
                                            ADDRESS     :    550   N HERMOSA AVE
  MORTGAGE AMT:       300,000.00            CITY               SIERRA MADR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91025
  UNPAID BALANCE:    299,747.960            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,970.79            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.93407            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140924               MORTGAGORS:        LIU, SHU

                                                   CHOO, MENG
                                            ADDRESS     :    1323 BONNET COURT
  MORTGAGE AMT:       296,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95132
  UNPAID BALANCE:    295,757.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,969.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.98417            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140932               MORTGAGORS:        MARCHESE, ROBERT

                                                   MARCHESE, ELLEN
                                            ADDRESS     :    4 DELAMESA EAST
  MORTGAGE AMT:       268,000.00            CITY               IRVINE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92620
  UNPAID BALANCE:    267,780.310            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,783.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140940               MORTGAGORS:        MAZZEO, FRANK

                                                   MAZZEO, JOAN
                                            ADDRESS     :    8 RIDGEWOOD ROAD
  MORTGAGE AMT:       406,000.00            CITY               WEBSTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               MA   01570
  UNPAID BALANCE:    405,425.050            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,908.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.60784            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140957               MORTGAGORS:        MEONI, JOHN

                                                   MEONI, LORRAINE
                                            ADDRESS     :    8 POET LANE
  MORTGAGE AMT:       258,392.00            CITY               SETAUKET
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NY   11733
  UNPAID BALANCE:    258,190.430            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,762.69            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140965               MORTGAGORS:        MILOSEK, SCOTT

                                                   MILOSEK, MONIQUE
                                            ADDRESS     :    5407    VISTA FORTUNA
  MORTGAGE AMT:       291,900.00            CITY               CYPRESS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90630
  UNPAID BALANCE:    291,177.990            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,942.02            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99452            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140973               MORTGAGORS:        NAFTEL, TIMOTHY

                                                   R NAFTIL, EVELYN
                                            ADDRESS     :    5333    HIGHLAND DRIVE
  MORTGAGE AMT:       285,000.00            CITY               LONGMONT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CO   80503
  UNPAID BALANCE:    284,777.670            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,944.21            ANNUAL RATE ADJUST:      0.000
  LTV :                 41.60584            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080140999               MORTGAGORS:        OPDYCKE, JACK

                                                   OPDYCKE, JUDITH
                                            ADDRESS     :    11164   TWINLEAF WAY
  MORTGAGE AMT:       535,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92131
  UNPAID BALANCE:    534,561.460            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,559.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.79310            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141005               MORTGAGORS:        PAREDES, ELAINE
                                            ADDRESS     :    600 OCEAN DRIVE
  MORTGAGE AMT:       266,000.00            CITY               OXNARD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   93035
  UNPAID BALANCE:    265,792.490            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,814.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.86047            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141013               MORTGAGORS:        PINO, DARNELL
                                            ADDRESS     :    2712 E ROUTT AVENUE
  MORTGAGE AMT:        41,600.00            CITY               PUEBLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CO   81004
  UNPAID BALANCE:     41,568.340            OPTION TO CONVERT :      No
  MONTHLY P&I:            287.33            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141021               MORTGAGORS:        POWERS, RICHARD

                                                   POWERS, SUSAN
                                            ADDRESS     :    6617 SHORE DRIVE WEST
  MORTGAGE AMT:       299,000.00            CITY               EDINA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               MN   55435
  UNPAID BALANCE:    298,760.890            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,014.42            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.94652            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141047               MORTGAGORS:        ROSS, DAN

                                                   ROSS, PATRICIA
                                            ADDRESS     :       938  CALLE DEL PACIFIC
  MORTGAGE AMT:       404,000.00            CITY               GLENDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   91208
  UNPAID BALANCE:    403,660.580            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,654.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.45455            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141054               MORTGAGORS:        SHERMAN, ROBERT
                                                   SHERMAN, EMMAGENE
                                                   SHERMAN, CHUENJIT
                                            ADDRESS     :    28950 N SHORE RD
  MORTGAGE AMT:       385,000.00            CITY               LAKE ARROWH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92352
  UNPAID BALANCE:    384,397.510            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,626.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.75000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141062               MORTGAGORS:        SIEGAL, PAUL
                                            ADDRESS     :    9985 RUE CHANTEMAR
  MORTGAGE AMT:       360,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92131
  UNPAID BALANCE:    359,704.910            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,395.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.46939            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141088               MORTGAGORS:        TAYLOR, JOSEPH

                                                   TAYLOR, MONICA
                                            ADDRESS     :    2708    HALIFAX CT
  MORTGAGE AMT:       350,000.00            CITY               MCKINNEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               TX   75070
  UNPAID BALANCE:    349,713.110            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,328.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.42056            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141096               MORTGAGORS:        WELLS, REX

                                                   WELLS, CINDY
                                            ADDRESS     :    7521  E MOONRIDGE LN
  MORTGAGE AMT:       264,000.00            CITY               ANAHEIM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92808
  UNPAID BALANCE:    263,783.600            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,756.40            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141104               MORTGAGORS:        WILSON, JON

                                                   WILSON, CORRI
                                            ADDRESS     :    25271 TERRACE GROVE ROAD
  MORTGAGE AMT:       352,000.00            CITY               LOS GATOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95030
  UNPAID BALANCE:    351,732.150            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,431.18            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.89362            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141112               MORTGAGORS:        WONG, VERNON

                                                   WONG, JODY
                                            ADDRESS     :    305 BOLLINGER ESTATES COU
  MORTGAGE AMT:       525,000.00            CITY               SAN RAMON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   94583
  UNPAID BALANCE:    524,610.370            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,670.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 61.04651            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141138               MORTGAGORS:        YOON, JA

                                                   YOON, AE
                                            ADDRESS     :    1117 SUMMITRIDGE DRIVE
  MORTGAGE AMT:       260,000.00            CITY               DIAMOND BAR
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91765
  UNPAID BALANCE:    259,797.170            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,773.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.71264            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141146               MORTGAGORS:        YOUNG, SANDRA
                                            ADDRESS     :    2880 WEST CANYON AVENUE
  MORTGAGE AMT:       326,100.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92123
  UNPAID BALANCE:    325,851.860            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,252.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99562            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141153               MORTGAGORS:        ZAYTSEV, MIKHAIL
                                            ADDRESS     :    9360  E CENTER AVE #1-D
  MORTGAGE AMT:        50,000.00            CITY               DENVER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CO   80231
  UNPAID BALANCE:     49,959.010            OPTION TO CONVERT :      No
  MONTHLY P&I:            332.66            ANNUAL RATE ADJUST:      0.000
  LTV :                 68.96552            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141195               MORTGAGORS:        DEFORGE, RICHARD

                                                   DEFORGE, LAURA
                                            ADDRESS     :    1175 MANZANITA DRIVE
  MORTGAGE AMT:       276,000.00            CITY               PACIFICA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94044
  UNPAID BALANCE:    275,784.690            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,882.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141203               MORTGAGORS:        LICON, STEVEN

                                                   LICON, ANN
                                            ADDRESS     :    15735 WILLIAMS CIRCLE
  MORTGAGE AMT:       264,000.00            CITY               PERRIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92570
  UNPAID BALANCE:    263,475.910            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,778.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080141278               MORTGAGORS:        ANDERSON, CRAIG
                                            ADDRESS     :    12835 NORTH 71ST STREET
  MORTGAGE AMT:       284,900.00            CITY               SCOTTSDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               AZ   85254
  UNPAID BALANCE:    284,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,967.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99833            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080142060               MORTGAGORS:        SIBILLA, SUZANNE

                                                   COUTCHES, MICHAEL
                                            ADDRESS     :    140 METAIRE PLACE
  MORTGAGE AMT:       308,800.00            CITY               SAN RAMON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   94583
  UNPAID BALANCE:    308,800.000            OPTION TO CONVERT :      No\  MONTHLY P&I:
2,159.17            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080142490               MORTGAGORS:        GIBSON, KIMBERLY
                                            ADDRESS     :    20004 SHADOW CREEK CIRCLE
  MORTGAGE AMT:       307,050.00            CITY               CASTRO VALL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94552
  UNPAID BALANCE:    307,050.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,120.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.98883            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080142979               MORTGAGORS:        MEARA, MICHAEL

                                                   CARUTHERS, REGAN
                                            ADDRESS     :    270 PAONE DRIVE
  MORTGAGE AMT:       300,000.00            CITY               BOULDER CRE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95006
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,046.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143043               MORTGAGORS:        RODRIGUEZ, JESUS

                                                   RODRIGUEZ, LIBY
                                            ADDRESS     :    445 SOUTH AVENIDA FARO
  MORTGAGE AMT:       264,000.00            CITY               ANAHEIM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   92807
  UNPAID BALANCE:    264,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,800.95            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143183               MORTGAGORS:        HUBBARD, MICHAEL

                                                   HUBBARD, TERESA
                                            ADDRESS     :    44300 LA PAZ STREET
  MORTGAGE AMT:       262,500.00            CITY               TEMECULA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92592
  UNPAID BALANCE:    262,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,768.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143266               MORTGAGORS:        SCHNEIDER, SCOTT

                                                   SCHNEIDER, MELINDA
                                            ADDRESS     :    6022 KERRMOOR DRIVE
  MORTGAGE AMT:       300,000.00            CITY               WESTLAKE VI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91362
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,046.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143332               MORTGAGORS:        HUNTER GLEIS, MARY
                                            ADDRESS     :    1936 PALMER DRIVE
  MORTGAGE AMT:       267,000.00            CITY               OCEANSIDE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92056
  UNPAID BALANCE:    267,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,866.91            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.28571            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143373               MORTGAGORS:        CAMREN, ROSE
                                            ADDRESS     :    16929 NORTHEAST 176TH
  MORTGAGE AMT:       203,000.00            CITY               WOODINVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               WA   98072
  UNPAID BALANCE:    203,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,384.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.86486            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143449               MORTGAGORS:        WAINSCOTT, BRIAN

                                                   WAINSCOTT, JAN
                                            ADDRESS     :    9467 CHERRY HILLS LANE
  MORTGAGE AMT:       319,500.00            CITY               SAN RAMON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94583
  UNPAID BALANCE:    319,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,179.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143571               MORTGAGORS:        GIANNECCHINI, ROSALIND
                                            ADDRESS     :    201 FALLON ROAD
  MORTGAGE AMT:       336,000.00            CITY               PETALUMA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.87500                               CA   94952
  UNPAID BALANCE:    336,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,436.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143837               MORTGAGORS:        COLLETT, CHARLES
                                            ADDRESS     :    77 OLD COURSE DRIVE
  MORTGAGE AMT:       542,500.00            CITY               NEPORT BEAC
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92627
  UNPAID BALANCE:    542,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,793.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080143944               MORTGAGORS:        MATSUOKA, CARY

                                                   MATSUOKA, POLLY
                                            ADDRESS     :    7012 ELMSDALE DRIVE
  MORTGAGE AMT:       423,200.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   95120
  UNPAID BALANCE:    423,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,815.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080144744               MORTGAGORS:        GREEN, ROBERT

                                                   GREEN, MARY
                                            ADDRESS     :    4382 DORTHEA STREET
  MORTGAGE AMT:       308,750.00            CITY               YORBA LINDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92886
  UNPAID BALANCE:    308,520.870            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,158.82            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080145105               MORTGAGORS:        OLIVERIO, GARY

                                                   OLIVERIO, KATHLEEN
                                            ADDRESS     :    1464 LESHER COURT
  MORTGAGE AMT:       300,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95125
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,097.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.55556            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080145808               MORTGAGORS:        SRA, KAMALESH

                                                   SRA, IQBAL
                                            ADDRESS     :    1254 WEST 26TH PLACE
  MORTGAGE AMT:       296,000.00            CITY               SAN PEDRO A
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   90710
  UNPAID BALANCE:    296,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,895.32            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080145857               MORTGAGORS:        EMEL, ENRIQUE

                                                   EMEL, CHIQUITA
                                            ADDRESS     :    6139 FLORES AVENUE
  MORTGAGE AMT:       314,100.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   90043
  UNPAID BALANCE:    314,100.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,037.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080145915               MORTGAGORS:        KELLNER, JOEL

                                                   KELLNER, MICHELE
                                            ADDRESS     :    7615 DANTE
  MORTGAGE AMT:       420,000.00            CITY               COLORADO SP
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CO   80919
  UNPAID BALANCE:    420,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,829.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.18644            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080145923               MORTGAGORS:        MONTANUS, MAUREEN
                                            ADDRESS     :    199 SOMERSET AVE
  MORTGAGE AMT:       247,000.00            CITY               WINTHROP
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               MA   02152
  UNPAID BALANCE:    247,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,769.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080145972               MORTGAGORS:        EGENIAS, ANTONIO

                                                   EGENIAS, JANE
                                            ADDRESS     :    5882 WELLSON DRIVE
  MORTGAGE AMT:       346,000.00            CITY               CYPRESS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90630
  UNPAID BALANCE:    346,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,331.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.87013            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080145998               MORTGAGORS:        NELSON, HEIDI

                                                   COMER, DON
                                            ADDRESS     :    6 ICARUS LOOP
  MORTGAGE AMT:       265,500.00            CITY               LAKE OSWEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               OR   97035
  UNPAID BALANCE:    265,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,788.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146202               MORTGAGORS:        CHANG, NING WU

                                                   CHENG, MEI SHENG
                                            ADDRESS     :     13030 MOZART WAY
  MORTGAGE AMT:       326,000.00            CITY               CERRITOS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   90703
  UNPAID BALANCE:    326,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,168.89            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.86957            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146343               MORTGAGORS:        LEONARD, JAMES
                                            ADDRESS     :    1267 STAGECOACH TRAIL SOU
  MORTGAGE AMT:       275,000.00            CITY               AFTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               MN   55043
  UNPAID BALANCE:    275,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,806.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.92157            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146368               MORTGAGORS:        VANDYKE, DAVID

                                                   VAN DYKE, MICHELE
                                            ADDRESS     :    14477 S.E. PURPLE FINCH L
  MORTGAGE AMT:       251,300.00            CITY               Portland
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               OR   97236
  UNPAID BALANCE:    251,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,693.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146376               MORTGAGORS:        KRAVITZ, JEFFREY
                                            ADDRESS     :    15 STAFFORD ROAD
  MORTGAGE AMT:       470,000.00            CITY               LYNNFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   01940
  UNPAID BALANCE:    469,614.740            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,126.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.27778            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146392               MORTGAGORS:        TRAN, KEVIN
                                            ADDRESS     :    2917 HUMESTON AVE
  MORTGAGE AMT:       289,100.00            CITY               TUSTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   92782
  UNPAID BALANCE:    289,100.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,899.19            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99004            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146434               MORTGAGORS:        RICE, JOHN
                                            ADDRESS     :    2164 LANCER
  MORTGAGE AMT:       240,000.00            CITY               TROY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               MI   48084
  UNPAID BALANCE:    240,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,657.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.84615            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146467               MORTGAGORS:        TAJNAI, JOSEPH

                                                   TAJNAI, NANCY
                                            ADDRESS     :    734 POTOMAC COURT
  MORTGAGE AMT:       354,400.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   95136
  UNPAID BALANCE:    354,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,447.75            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146483               MORTGAGORS:        HU, WALLACE

                                                   HU, KELLY
                                            ADDRESS     :    518 COLUMBIA ROAD
  MORTGAGE AMT:       252,000.00            CITY               ARCADIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91007
  UNPAID BALANCE:    252,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,719.08            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146566               MORTGAGORS:        NIGHTINGALE, JILL
                                            ADDRESS     :    2701 VAN NESS AVENUE
  MORTGAGE AMT:       375,200.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94109
  UNPAID BALANCE:    375,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,591.41            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146665               MORTGAGORS:        MATTHEWS, STEPHEN

                                                   MATTHEWS, ANNE
                                            ADDRESS     :    650 COLUMBIA STREET #107
  MORTGAGE AMT:       324,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   92101
  UNPAID BALANCE:    324,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,155.59            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146681               MORTGAGORS:        WHITEHEAD, AIDAN

                                                   WHITEHEAD, BARBARA
                                            ADDRESS     :    1595 HARLAN DRIVE
  MORTGAGE AMT:       354,400.00            CITY               DANVILLE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               CA   94526
  UNPAID BALANCE:    354,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,508.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146699               MORTGAGORS:        BLOOMSTRAND, GEORGE

                                                   CLINE, CYNTHIA
                                            ADDRESS     :    424 MARKET STREET
  MORTGAGE AMT:       264,000.00            CITY               SANTA CRUZ
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95060
  UNPAID BALANCE:    264,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,778.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146707               MORTGAGORS:        LINDSTROM, DAVID

                                                   LINDSTROM, JULIA
                                            ADDRESS     :    1864 PARKVIEW DRIVE
  MORTGAGE AMT:       318,800.00            CITY               TACOMA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98422
  UNPAID BALANCE:    318,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,147.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146715               MORTGAGORS:        VU, TONY

                                                   NGUYEN, NGA
                                            ADDRESS     :    6927 SESSIONS DRIVE
  MORTGAGE AMT:       240,000.00            CITY               SAN JOSE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95119
  UNPAID BALANCE:    240,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,637.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.50000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146749               MORTGAGORS:        LILIENTHAL, ROBERT
                                                   DUNIGAN, FRIEDA
                                                   FARMER, STEPHEN
                                            ADDRESS     :    742 PALMERA COURT
  MORTGAGE AMT:       479,000.00            CITY               ALAMEDA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94501
  UNPAID BALANCE:    479,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,308.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.92701            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146780               MORTGAGORS:        ACHESON, SUSAN

                                                   MCMULLEN, GREGORY
                                            ADDRESS     :    1374 GROVE STREET
  MORTGAGE AMT:       369,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   94117
  UNPAID BALANCE:    369,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,580.10            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146814               MORTGAGORS:        LOUIE, VELDA

                                                   CHOCK, JON
                                            ADDRESS     :    1405 CABRILLO AVENUE
  MORTGAGE AMT:       400,000.00            CITY               BURLINGAME
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94010
  UNPAID BALANCE:    400,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,694.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.67222            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146848               MORTGAGORS:        DEVRIES, MICHAEL

                                                   DEVRIES, MICHELLE
                                            ADDRESS     :    4627 CHICAGO AVENUE
  MORTGAGE AMT:       425,000.00            CITY               FAIR OAKS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   95628
  UNPAID BALANCE:    425,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,863.30            ANNUAL RATE ADJUST:      0.000
  LTV :                 65.38462            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146897               MORTGAGORS:        YATES, MARGARET
                                            ADDRESS     :    269 SCENIC ROAD
  MORTGAGE AMT:       263,000.00            CITY               FAIRFAX
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   94930
  UNPAID BALANCE:    263,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,771.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 56.55914            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080146905               MORTGAGORS:        QUIST, PAUL
                                            ADDRESS     :    2979 SOUTHEAST LIBERTY
  MORTGAGE AMT:       327,000.00            CITY               GRESHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               OR   97080
  UNPAID BALANCE:    327,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,230.72            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.39645            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080147002               MORTGAGORS:        TEMPERO, RICHARD

                                                   TEMPERO, MARGARET
                                            ADDRESS     :    717 HACKBERRY RD
  MORTGAGE AMT:       470,000.00            CITY               OMAHA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               NE   68132
  UNPAID BALANCE:    469,633.350            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,206.23            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.30769            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080147192               MORTGAGORS:        MENCHACA, JUAN

                                                   MENCHACA, CARMEN
                                            ADDRESS     :    2208 BERMUDA DRIVE
  MORTGAGE AMT:       420,000.00            CITY               LAREDO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               TX   78045
  UNPAID BALANCE:    420,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,829.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           03/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080147226               MORTGAGORS:        HARNEY, JOHN

                                                   HARNEY, M
                                            ADDRESS     :    2809 St. Charles Drive
  MORTGAGE AMT:       320,000.00            CITY               PLANO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               TX   75074
  UNPAID BALANCE:    320,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,210.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080147234               MORTGAGORS:        APONTE, JOSE

                                                   APONTE, MARIA
                                            ADDRESS     :    4000 SILVER CREEK ROAD
  MORTGAGE AMT:       511,550.00            CITY               FORT WORTH
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               TX   76108
  UNPAID BALANCE:    509,816.120            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,360.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.04930            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           02/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080147242               MORTGAGORS:        WINTON, JAMES
                                            ADDRESS     :    8136 MOSSY OAK DR
  MORTGAGE AMT:       276,600.00            CITY               MONTGOMERY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               AL   36117
  UNPAID BALANCE:    276,404.780            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,981.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 74.15550            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080147887               MORTGAGORS:        REEVES, CHESTRA
                                            ADDRESS     :    2370 YARROW STREET
  MORTGAGE AMT:       278,100.00            CITY               HOLLISTER
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95023
  UNPAID BALANCE:    276,464.440            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,944.52            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.99021            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           12/01/28
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148117               MORTGAGORS:        GRANT, S

                                                   GRANT, RHONDA
                                            ADDRESS     :    385 FORD AVENUE
  MORTGAGE AMT:       206,050.00            CITY               VENTURA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   93003
  UNPAID BALANCE:    206,050.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,405.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99519            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148240               MORTGAGORS:        HOwELL, STARK

                                                   HOWELL, MARGARET
                                            ADDRESS     :    23201 SHERWOOD PLACE
  MORTGAGE AMT:       270,900.00            CITY               Valencia (Area)
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   91354
  UNPAID BALANCE:    270,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,734.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 64.19431            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148257               MORTGAGORS:        AYERS, MICHAEL

                                                   AYERS, RAMONA
                                            ADDRESS     :    254 NORTH COUNTRY CLUB
  MORTGAGE AMT:       260,000.00            CITY               GLENDORA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   91741
  UNPAID BALANCE:    260,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,817.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.61194            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148281               MORTGAGORS:        JASPER, THOMAS

                                                   JASPER, SUSAN
                                            ADDRESS     :    144 AVENIDA PRINCESA
  MORTGAGE AMT:       382,000.00            CITY               SAN CLEMENT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92672
  UNPAID BALANCE:    382,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,671.00            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.76190            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148315               MORTGAGORS:        VACHALEK, ROBERT

                                                   RICHEY, MARY
                                            ADDRESS     :    9059 SOLEDAD DRIVE
  MORTGAGE AMT:       299,500.00            CITY               GILROY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   95020
  UNPAID BALANCE:    299,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,094.15            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.79487            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148323               MORTGAGORS:        RUSSELL, GLENN

                                                   GAMBLE, LYNN
                                            ADDRESS     :    15164 OAK CANYON ROAD
  MORTGAGE AMT:       295,000.00            CITY               POWAY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.50000                               CA   92064
  UNPAID BALANCE:    295,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,864.60            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.75000            OUTSIDE CONV DATE:
  CURRENT INT           6.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148349               MORTGAGORS:        HALPIN, JAMES

                                                   DEMOS HALPIN, ANGELA
                                            ADDRESS     :    10675 INDIGO BLOSSOM LANE
  MORTGAGE AMT:       277,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   92121
  UNPAID BALANCE:    277,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,796.62            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.14286            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148455               MORTGAGORS:        STANGL, FREDERICK

                                                   STANGL, BONNIE
                                            ADDRESS     :    355 BRIDGETOWN PIKE
  MORTGAGE AMT:       312,000.00            CITY               LANGHORNE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               PA   19053
  UNPAID BALANCE:    312,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,181.55            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148539               MORTGAGORS:        GRIMA, ANTHONY
                                            ADDRESS     :    1650 1656 ROOSEVELT AVENU
  MORTGAGE AMT:       285,000.00            CITY               REDWOOD CIT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   94061
  UNPAID BALANCE:    285,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,896.11            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080148810               MORTGAGORS:        LOPEZ, HECTOR

                                                   LOPEZ, PATRICIA
                                            ADDRESS     :    3785 ALBATROSS STREET
  MORTGAGE AMT:       319,000.00            CITY               SAN DIEGO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   92103
  UNPAID BALANCE:    319,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,203.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 55.47826            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080150089               MORTGAGORS:        LETUS, THOMAS

                                                   LETUS, ELIZABETH
                                            ADDRESS     :    9402 CHICO DRIVE
  MORTGAGE AMT:       240,000.00            CITY               VENTURA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   93004
  UNPAID BALANCE:    240,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,637.22            ANNUAL RATE ADJUST:      0.000
  LTV :                 70.27818            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080151095               MORTGAGORS:        RANDOLPH, GREGORY

                                                   RANDOLPH, LORRAINE
                                            ADDRESS     :    200 BURGESS AVENUE
  MORTGAGE AMT:       205,000.00            CITY               WESTWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               MA   02090
  UNPAID BALANCE:    205,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,363.88            ANNUAL RATE ADJUST:      0.000
  LTV :                 77.35849            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080151285               MORTGAGORS:        BURGOYNE, JOHN

                                                   BURGOYNE, NANCY
                                            ADDRESS     :    7801 NORTHEAST 12TH STREE
  MORTGAGE AMT:       456,000.00            CITY               MEDINA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               WA   98039
  UNPAID BALANCE:    456,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,072.16            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080151343               MORTGAGORS:        WILSON, ROBERT

                                                   WILSON, ANN
                                            ADDRESS     :    380 SOUTH DEWEY ROAD
  MORTGAGE AMT:        75,000.00            CITY               DEWEY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               AZ   86327
  UNPAID BALANCE:     75,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            511.64            ANNUAL RATE ADJUST:      0.000
  LTV :                 60.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080156508               MORTGAGORS:        MCQUINN, MARK

                                                   MCQUINN, DENISE
                                            ADDRESS     :    6757 SOUTH HOLT AVENUE
  MORTGAGE AMT:       365,000.00            CITY               LOS ANGELES
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   90056
  UNPAID BALANCE:    365,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,337.14            ANNUAL RATE ADJUST:      0.000
  LTV :                 66.36364            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080156565               MORTGAGORS:        RUZICKA, THOMAS

                                                   RUZICKA, SARAH
                                            ADDRESS     :    5255 CASTLE ROAD
  MORTGAGE AMT:       310,000.00            CITY               LA CANADA F
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.62500                               CA   91011
  UNPAID BALANCE:    310,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,984.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 53.44828            OUTSIDE CONV DATE:
  CURRENT INT           6.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080156573               MORTGAGORS:        TODFIELD, DARREN

                                                   TODFIELD, DONATELLA
                                            ADDRESS     :    87 WINDING WAY
  MORTGAGE AMT:       275,000.00            CITY               WOODCLIFF L
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               NJ   07675
  UNPAID BALANCE:    275,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,852.73            ANNUAL RATE ADJUST:      0.000
  LTV :                 62.50000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080156847               MORTGAGORS:        STALEY, JERRY

                                                   STALEY, CAROLYN
                                            ADDRESS     :    7817 FALSTAFF ROAD
  MORTGAGE AMT:       318,750.00            CITY               MC LEAN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               VA   22102
  UNPAID BALANCE:    318,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,256.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 85.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080157316               MORTGAGORS:        TRUDEAU, SCOTT

                                                   TRUDEAU, LINDA
                                            ADDRESS     :    757 ORION WAY
  MORTGAGE AMT:       312,500.00            CITY               LIVERMORE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               CA   94550
  UNPAID BALANCE:    312,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,026.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.52941            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080157621               MORTGAGORS:        KIMBALL, JEFFERY

                                                   MILLER, RYAN
                                            ADDRESS     :    633 LUNETA STREET
  MORTGAGE AMT:       320,000.00            CITY               SAN LUIS OB
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               CA   93405
  UNPAID BALANCE:    320,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,128.97            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080157704               MORTGAGORS:        KAPLAN, LAWRENCE

                                                   BYERS KAPLAN, ANDREA
                                            ADDRESS     :    1202 BEVERLY WAY
  MORTGAGE AMT:       250,000.00            CITY               ALTADENA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   91001
  UNPAID BALANCE:    250,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,705.44            ANNUAL RATE ADJUST:      0.000
  LTV :                 54.34783            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080157712               MORTGAGORS:        LEWIS, LOUIS

                                                   LEWIS, SALLY
                                            ADDRESS     :    2592 CABALLO RANCHERO RD
  MORTGAGE AMT:       350,000.00            CITY               DIABLO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CA   94528
  UNPAID BALANCE:    350,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,417.37            ANNUAL RATE ADJUST:      0.000
  LTV :                 63.63636            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080158314               MORTGAGORS:        PUESCHEL, ELIZABETH

                                                   PUESCHEL, ANDREW
                                            ADDRESS     :    338 COSE LANE
  MORTGAGE AMT:       194,700.00            CITY               TRACY
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   95376
  UNPAID BALANCE:    194,374.900            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,279.05            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98620            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080158488               MORTGAGORS:        PRASAD, SHIVA

                                                   PRASAD, SANDHYA
                                            ADDRESS     :    550 LOWER VINTNERS CIRCLE
  MORTGAGE AMT:       550,000.00            CITY               FREMONT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   94539
  UNPAID BALANCE:    550,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,845.68            ANNUAL RATE ADJUST:      0.000
  LTV :                 59.78261            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080159452               MORTGAGORS:        KOLLE, TYLER

                                                   GRESSER, SUZANNE
                                            ADDRESS     :    4 Harold's Way
  MORTGAGE AMT:       200,000.00            CITY               FREEPORT
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               ME   04032
  UNPAID BALANCE:    200,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,313.86            ANNUAL RATE ADJUST:      0.000
  LTV :                 50.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080160328               MORTGAGORS:        BECKMAN, HENRY

                                                   BECKMAN, BARBARA
                                            ADDRESS     :    1686 GRAFF AVENUE
  MORTGAGE AMT:       275,000.00            CITY               SAN LEANDRO
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.87500                               CA   94577
  UNPAID BALANCE:    275,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,806.56            ANNUAL RATE ADJUST:      0.000
  LTV :                 73.33333            OUTSIDE CONV DATE:
  CURRENT INT           6.87500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080160450               MORTGAGORS:        NOTTOLI, MICHAEL
                                            ADDRESS     :    615 SAN GABRIEL AVENUE
  MORTGAGE AMT:       313,700.00            CITY               MORGAN HILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   95037
  UNPAID BALANCE:    313,700.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,139.99            ANNUAL RATE ADJUST:      0.000
  LTV :                 84.78378            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080161714               MORTGAGORS:        SEYMOUR, JONATHAN

                                                   SEYMOUR, SHARRON
                                            ADDRESS     :    305 BOSPHOROUS AVE
  MORTGAGE AMT:       348,750.00            CITY               TAMPA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               FL   33606
  UNPAID BALANCE:    348,750.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,379.09            ANNUAL RATE ADJUST:      0.000
  LTV :                 84.03614            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080161813               MORTGAGORS:        MACMURDO, SCOTT

                                                   MACMURDO, ALEXANDRA
                                            ADDRESS     :    2 OXFORD DRIVE
  MORTGAGE AMT:       301,452.00            CITY               CARTERSVILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               GA   30120
  UNPAID BALANCE:    301,452.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,056.43            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.98567            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162670               MORTGAGORS:        THIBERT, TERRILL

                                                   THIBERT, LYNETTE
                                            ADDRESS     :    1720 CALLE DON JUAN
  MORTGAGE AMT:       292,500.00            CITY               LA HABRA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   90631
  UNPAID BALANCE:    292,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,970.63            ANNUAL RATE ADJUST:      0.000
  LTV :                 89.86175            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162902               MORTGAGORS:        LAFFAL, SHELLEY
                                            ADDRESS     :    201 SPRINGBROOK DRIVE
  MORTGAGE AMT:       330,000.00            CITY               SILVER SPRI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               MD   20904
  UNPAID BALANCE:    330,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,251.18            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.51807            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162928               MORTGAGORS:        SUMMITT, MONICA

                                                   SUMMITT, LARRY
                                            ADDRESS     :    1243 PROVIDENCE TERRACE
  MORTGAGE AMT:       461,550.00            CITY               MCLEAN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               VA   22101
  UNPAID BALANCE:    461,550.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,070.70            ANNUAL RATE ADJUST:      0.000
  LTV :                 83.16216            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162936               MORTGAGORS:        PATTERSON CO, GWENDOLYN

                                                   COBBS, JON
                                            ADDRESS     :    13101 LOU ALICE WAY
  MORTGAGE AMT:       335,700.00            CITY               HERNDON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               VA   20171
  UNPAID BALANCE:    335,700.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,376.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 90.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162944               MORTGAGORS:        HRYNKOw, KEVIN

                                                   HYRNKOW, SHARON
                                            ADDRESS     :    4816 KING SOLOMON DRIVE
  MORTGAGE AMT:       288,000.00            CITY               ANNANDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               VA   22003
  UNPAID BALANCE:    288,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,916.07            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           04/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162951               MORTGAGORS:        TRUDE, LINDA

                                                   TRUDE, MARK
                                            ADDRESS     :    12721 OAK FARMS DRIVE
  MORTGAGE AMT:       386,450.00            CITY               OAK HILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               VA   20171
  UNPAID BALANCE:    386,450.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,571.06            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99594            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162969               MORTGAGORS:        DRUMMOND, CHRISTOPHE

                                                   DRUMMOND, JOY
                                            ADDRESS     :    17 HASTINGS DRIVE
  MORTGAGE AMT:       325,700.00            CITY               CARTERSVILL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               GA   30120
  UNPAID BALANCE:    325,700.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,249.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 84.58664            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162977               MORTGAGORS:        NICHOLS, JARRED
                                            ADDRESS     :    1566 EAST PAINTHOUSE
  MORTGAGE AMT:       138,000.00            CITY               QUEEN CREEK
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.75000                               AZ   85242
  UNPAID BALANCE:    138,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:            988.65            ANNUAL RATE ADJUST:      0.000
  LTV :                 69.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080162985               MORTGAGORS:        HUNTER, ROBERT
                                            ADDRESS     :    14021 E.  Maplewood Place
  MORTGAGE AMT:       429,250.00            CITY               ENGLEWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CO   80111
  UNPAID BALANCE:    429,250.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,928.24            ANNUAL RATE ADJUST:      0.000
  LTV :                 84.97829            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080163009               MORTGAGORS:        HAYES, SAMUEL

                                                   HAYES, MICHELLE
                                            ADDRESS     :    240 WILLOW GLADE POINT
  MORTGAGE AMT:       395,900.00            CITY               ALPHARETTA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               GA   30022
  UNPAID BALANCE:    395,900.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,734.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99318            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080163017               MORTGAGORS:        STASER, JEFFERY

                                                   STASER, KAREN
                                            ADDRESS     :    303 W GLENDALE AVENUE
  MORTGAGE AMT:       300,000.00            CITY               ALEXANDRIA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               VA   22301
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,072.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080163025               MORTGAGORS:        AYERS, LARRY

                                                   AYERS, JODI
                                            ADDRESS     :    31937 COAL CREEK CANYON D
  MORTGAGE AMT:       271,300.00            CITY               GOLDEN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CO   80403
  UNPAID BALANCE:    271,300.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,827.80            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.38205            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080163033               MORTGAGORS:        SMITH, DELBERT
                                            ADDRESS     :    1862 SOUTH ROBB STREET
  MORTGAGE AMT:       255,500.00            CITY               LAKEWOOD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CO   80232
  UNPAID BALANCE:    255,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,742.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 94.98141            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080163041               MORTGAGORS:        TREVINO, LECIA

                                                   GAUGLER, MATTHEW
                                            ADDRESS     :    8337 CHAPEL LAKE COURT
  MORTGAGE AMT:       272,800.00            CITY               ANNANDALE
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        6.75000                               VA   22003
  UNPAID BALANCE:    272,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,769.38            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           6.75000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080163058               MORTGAGORS:        KAUFMANN, MARTIN

                                                   CANLAS, MARIA
                                            ADDRESS     :    4125 POINCIANA AVE
  MORTGAGE AMT:       397,500.00            CITY               MIAMI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               FL   33133
  UNPAID BALANCE:    397,500.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,678.03            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080163074               MORTGAGORS:        HECHT, HOWARD
                                            ADDRESS     :    9027 CALLAWAY DRIVE
  MORTGAGE AMT:       191,250.00            CITY               NEW PORT RI
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               FL   34655
  UNPAID BALANCE:    191,250.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,337.25            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080163082               MORTGAGORS:        HARRIS, TANDY
                                            ADDRESS     :    2444 WEST NEPTUNE STREET
  MORTGAGE AMT:       306,850.00            CITY               TAMPA
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               FL   33629
  UNPAID BALANCE:    306,850.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,171.87            ANNUAL RATE ADJUST:      0.000
  LTV :                 95.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080164205               MORTGAGORS:        FERRY, JAMES

                                                   FERRY, STACIE
                                            ADDRESS     :    201 FRAIR PLACE
  MORTGAGE AMT:       270,000.00            CITY               FULLERTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               CA   92835
  UNPAID BALANCE:    270,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,819.04            ANNUAL RATE ADJUST:      0.000
  LTV :                 72.97297            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080164551               MORTGAGORS:        SILVERMAN, AIMEE

                                                   SILVERMAN, SCOTT
                                            ADDRESS     :    40 BREWSTER DRIVE
  MORTGAGE AMT:       271,200.00            CITY               NEEDHAM
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.62500                               MA   02492
  UNPAID BALANCE:    271,200.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,919.54            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.62500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080164577               MORTGAGORS:        NESTEL, PAUL

                                                   NESTEL, LORI
                                            ADDRESS     :    8 HIBISCUS CT
  MORTGAGE AMT:       283,800.00            CITY               LUMBERTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.00000                               NJ   08048
  UNPAID BALANCE:    283,800.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,888.13            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.99008            OUTSIDE CONV DATE:
  CURRENT INT           7.00000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080164932               MORTGAGORS:        SIMON, CHARLES

                                                   SIMON, LUCIA
                                            ADDRESS     :    119 SPYGLASS DRIVE
  MORTGAGE AMT:       396,000.00            CITY               BLUE BELL
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.12500                               PA   19422
  UNPAID BALANCE:    396,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,667.93            ANNUAL RATE ADJUST:      0.000
  LTV :                 80.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.12500             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080165459               MORTGAGORS:        POwERS, KIRSTEN
                                            ADDRESS     :    2923 34TH ST NW
  MORTGAGE AMT:       320,000.00            CITY               WASHINGTON
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               DC   20008
  UNPAID BALANCE:    320,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,182.96            ANNUAL RATE ADJUST:      0.000
  LTV :                 76.19048            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080168610               MORTGAGORS:        BROWN, DERRICK

                                                   BROWN, DEBRA
                                            ADDRESS     :    11781 WILLARD AVENUE
  MORTGAGE AMT:       508,400.00            CITY               TUSTIN
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.50000                               CA   92782
  UNPAID BALANCE:    508,400.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          3,554.81            ANNUAL RATE ADJUST:      0.000
  LTV :                 79.98741            OUTSIDE CONV DATE:
  CURRENT INT           7.50000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080172844               MORTGAGORS:        HOVDEY, CARL

                                                   LEVINE, SARENA
                                            ADDRESS     :    732 15TH AVENUE
  MORTGAGE AMT:       300,000.00            CITY               SAN FRANCIS
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.25000                               CA   94118
  UNPAID BALANCE:    300,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          2,046.53            ANNUAL RATE ADJUST:      0.000
  LTV :                 75.00000            OUTSIDE CONV DATE:
  CURRENT INT           7.25000             MATURITY DATE:           06/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  LN # 0080182447               MORTGAGORS:        VERO, PHILIP

                                                   VERO, TRACEY
                                            ADDRESS     :    58 BOBBY'S COURT
  MORTGAGE AMT:       286,000.00            CITY               RIDGEFIELD
                                              :\
                                            STATE/ZIP    :\
  LIFETIME RATE :        7.37500                               CT   06877
  UNPAID BALANCE:    286,000.000            OPTION TO CONVERT :      No
  MONTHLY P&I:          1,975.34            ANNUAL RATE ADJUST:      0.000
  LTV :                 71.50000            OUTSIDE CONV DATE:
  CURRENT INT           7.37500             MATURITY DATE:           05/01/29
  RATE:

- ---------------------------------------------------------------------------------------------------------------PRODUCT
CODE:102
  --------------------------------------------------------------------------------

  **** PAGE TOTALS         NUM OF LOANS:    914                LOAN AMT:    302,093,
  ****                                                                        198.00
                           P & I AMT:    2,057,                UPB AMT:     301,946,
                                         359.19                               082.40


  **** GRAND TOTALS        NUM OF LOANS:            913        LOAN AMT:  302,093,198.00
  ****
                           P & I AMT:      2,057,359.19        UPB AMT:   301,946,082.40






                                    EXHIBIT D

                         FORM OF SERVICER'S CERTIFICATE
                            ________________, ______
                            (month)           (year)

                       GE CAPITAL MORTGAGE SERVICES, INC.
                    REMIC Mortgage Pass-Through Certificates,
                                 Series 1999-14


     Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1999
(the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"),
and State Street Bank and Trust Company (the "Trustee"), governing the
Certificates referred to above, the Company hereby certifies to the Trustee:

     With respect to the Agreement and as of the Determination Date for this
month:

     A.   Mortgage Loan Information:

          (1)  Aggregate Scheduled Monthly Payments:
               (a)  Principal                               $________
               (b)  Interest                                $________
               (c)  Total                                   $________

          (2)  Aggregate Monthly Payments received and Monthly
               Advances made this Month:
               (a)  Principal                               $________
               (b)  Interest                                $________
               (c)  Total                                   $________

          (3)  Aggregate Principal Prepayments in part received and
               applied in the applicable Prepayment Period:
               (a)  Principal                               $________
               (b)  Interest                                $________
               (c)  Total                                   $________

          (4)  Aggregate Principal Prepayments in full received in
               the applicable Prepayment Period:
               (a)  Principal                               $________
               (b)  Interest                                $________
               (c)  Total                                   $________

          (5)  Aggregate Insurance Proceeds (including purchases
               of Mortgage Loans by primary mortgage insurers) for
               prior month:
               (a)  Principal                               $________
               (b)  Interest                                $________
               (c)  Total                                   $________

          (6)  Aggregate Liquidation Proceeds for prior month:
               (a)  Principal                               $________
               (b)  Interest                                $________
               (c)  Total                                   $________

          (7)  Aggregate Purchase Prices for Defaulted Mortgage
               Loans:
               (a)  Principal                               $________
               (b)  Interest                                $________
               (c)  Total                                   $________

          (8)  Aggregate Purchase Prices (and substitution
               adjustments) for Defective Mortgage Loans:
               (a)  Principal                               $________
               (b)  Interest                                $________
               (c)  Total                                   $________

          (9)  Pool Scheduled Principal Balance:            $________

          (10) Available Funds:                             $________

          (11) Realized Losses for prior month:             $________

          (12) Aggregate Realized Losses and Debt Service
               Reductions:
               (a)  Deficient Valuations                    $________
               (b)  Special Hazard Losses                   $________
               (c)  Fraud Losses                            $________
               (d)  Excess Bankruptcy Losses                $________
                    (i)  Debt Service Reductions            $________
                    (ii) Deficient Valuations               $________
               (e)  Excess Special Hazard Losses            $________
               (f)  Excess Fraud Losses                     $________
               (g)  Debt Service Reductions                 $________

          (13) Compensating Interest Payment:               $________

          (14) Accrued Certificate Interest, Unpaid Class Interest
               Shortfalls and Pay-out Rate:

               Class A1       $__________         $__________         ____%
               Class A2       $__________         $__________         ____%
               Class A3       $__________         $__________         ____%
               Class A4       $__________         $__________         ____%
               Class A5       $__________         $__________         ____%
               Class A6       $__________         $__________         ____%
               Class A7       $__________         $__________         ____%
               Class A8       $__________         $__________         ____%
               Class A9       $__________         $__________         ____%
               Class M        $__________         $__________         ____%
               Class B1       $__________         $__________         ____%
               Class B2       $__________         $__________         ____%
               Class B3       $__________         $__________         ____%
               Class B4       $__________         $__________         ____%
               Class B5       $__________         $__________         ____%
               Class R        $__________         $__________         ____%
               Class S        $__________         $__________         ____%

          (15) Accrual amount:

               N/A

          (16) Principal distributable:

               Class A1       $__________
               Class A2       $__________
               Class A3       $__________
               Class A4       $__________
               Class A5       $__________
               Class A6       $__________
               Class A7       $__________
               Class A8       $__________
               Class A9       $__________
               Class PO       $__________
               Class M        $__________
               Class B1       $__________
               Class B2       $__________
               Class B3       $__________
               Class B4       $__________
               Class B5       $__________
               Class R        $__________

          (17) Additional distributions to the Class R Certificate
               pursuant to Section 4.01(b):

               Class R        $__________

          (18) Certificate Interest Rate of:

               Class S Certificates          __________%

          (19) Distributions Allocable to Unanticipated Recoveries:

               Class A1       $__________
               Class A2       $__________
               Class A3       $__________
               Class A4       $__________
               Class A5       $__________
               Class A6       $__________
               Class A7       $__________
               Class A8       $__________
               Class A9       $__________
               Class PO       $__________
               Class M        $__________
               Class B1       $__________
               Class B2       $__________
               Class B3       $__________
               Class B4       $__________
               Class B5       $__________
               Class R        $__________

     B.   Other Amounts:

          1.   Senior Percentage for such  Distribution Date:    _____________%

          2.   Senior Prepayment Percentage for such
               Distribution Date:                                _____________%

          3.   Junior Percentage for such Distribution Date:     _____________%

          4.   Junior Prepayment Percentage for such
               Distribution Date:                                _____________%

          5.   Class A9 Percentage for such Distribution Date:   _____________%

          6.   Class A9 Scheduled Distribution Percentage for
               such Distribution Date:                           _____________%

          7.   Class A9 Prepayment Distribution Percentage for
               such Distribution Date:                           _____________%

          8.   Subordinate Certificate Writedown Amount for
               such Distribution Date:                           $_____________

          9.   Prepayment Distribution Triggers
               satisfied:                         Yes                No
                                                  ---                --
               Class B1                           _____             _____
               Class B2                           _____             _____
               Class B3                           _____             _____
               Class B4                           _____             _____
               Class B5                           _____             _____

          10.  Servicing Fee:                                    $_____________

     Capitalized terms used in this Certificate shall have the same meanings as
in the Agreement.





                                    EXHIBIT E

              FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
                    DEFINITIVE ERISA-RESTRICTED CERTIFICATES


State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, Massachusetts   02110


[NAME OF OFFICER] ______________________ hereby certifies that:

     1. That he [she] is [title of officer] ___________________________________
of [name of Investor] _______________________________________ (the "Investor"),
a __________ ______________________ [description of type of entity] duly
organized and existing under the laws of the [State of ____________] [United
States], on behalf of which he [she] makes this affidavit.

     2. The Investor (i) is not, and on ________________ [insert date of
transfer of Certificate to Investor] will not be, and on such date will not be
investing the assets of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Section 4975 of the Code or (ii) is an insurance company investing assets of
its general account and the exemptions provided by Section III(a) of Department
of Labor Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July
12, 1995) (the "Exemptions") apply to the Investor's acquisition and holding of
any ERISA-Restricted Certificate. All capitalized terms used and not defined in
this certificate shall have the meanings ascribed thereto in the Agreement
referred to in paragraph 3 hereof.

     3. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement (the "Agreement") between State Street Bank and Trust
Company, as Trustee and GE Capital Mortgage Services, Inc., dated as of June 1,
1999, no transfer of any ERISA-Restricted Certificate shall be permitted to be
made to any Person unless the Trustee has received (i) a certificate from such
transferee to the effect that (x) such transferee is not an employee benefit
plan subject to ERISA or a plan subject to Section 4975 of the Code (a "Plan")
or a Person that is using the assets of a Plan to acquire any such Certificate
or (y) such transferee is an insurance company investing assets of its general
account and the Exemptions apply to such transferee's acquisition and holding of
any such Certificate or (ii) an opinion of counsel satisfactory to the Trustee
and the Company to the effect that the purchase and holding of any such
Certificate will not constitute or result in the assets of the Trust Fund
created by the Agreement being deemed to be "plan assets" subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code and will
not subject the Trustee or the Company to any obligation in addition to those
undertaken in the Agreement (provided, however, that the Trustee will not
require such certificate or opinion in the event that, as a result of change of
law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to
the effect that the purchase and holding of any such Certificate by a Plan or a
Person that is purchasing or holding any such Certificate with the assets of a
Plan will not constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code).

     [4. The ERISA-Restricted Certificates shall be registered in the name of
______________________________________________ as nominee for the Investor.]


IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] __________________ and its corporate seal to be hereunder attached,
attested by its [Assistant] Secretary, this ____ day of _________, 199_.


                                        __________________________________
                                             [name of Investor]
                                        By:  _____________________________
                                             Name:
                                             Title:


     The undersigned hereby
acknowledges that it is holding
and will hold the ERISA-Restricted
Certificates at the exclusive
direction of and as nominee of
the Investor named above.


______________________________
[name of nominee]


By:  _________________________
     Name:
     Title:





                                    EXHIBIT F

                FORM OF RESIDUAL CERTIFICATE TRANSFEREE AFFIDAVIT


STATE OF            )
                    ) ss.:
COUNTY OF           )

[NAME OF OFFICER], _________________ being first duly sworn, deposes and says:

     1. That he [she] is [title of officer] ________________________ of [name of
Purchaser] _________________________________________ (the "Purchaser"), a
_________________ ____________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.

     2. That the Purchaser's Taxpayer Identification Number is [ ].

     3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of [date of
transfer], and that the Purchaser is not acquiring a Residual Certificate (as
defined below) for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from federal income tax unless such organization is subject to
the tax on unrelated business income imposed by Code Section 511. As used
herein, "Residual Certificate" means any Certificate designated as a "Class R
Certificate" of GE Capital Mortgage Services, Inc.'s REMIC Mortgage Pass-Through
Certificates, Series 1999-14.

     4. That the Purchaser is not, and on __________ [insert date of transfer of
Residual Certificate to Purchaser] will not be, and is not and on such date will
not be investing the assets of, an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan subject
to Code Section 4975 or a person or entity that is using the assets of any
employee benefit plan or other plan to acquire a Residual Certificate.

     5. That the Purchaser hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") between State Street Bank and
Trust Company, as Trustee, and GE Capital Mortgage Services, Inc., dated as of
June 1, 1999, no transfer of the Residual Certificates shall be permitted to be
made to any person unless the Trustee has received a certificate from such
transferee to the effect that such transferee is not an employee benefit plan
subject to ERISA or a plan subject to Section 4975 of the Code and is not using
the assets of any employee benefit plan or other plan to acquire Residual
Certificates.

     6. That the Purchaser does not hold REMIC residual securities as nominee to
facilitate the clearance and settlement of such securities through electronic
book-entry changes in accounts of participating organizations (such entity, a
"Book-Entry Nominee").

     7. That the Purchaser does not have the intention to impede the assessment
or collection of any federal, state or local taxes legally required to be paid
with respect to such Residual Certificate.

     8. That the Purchaser will not transfer a Residual Certificate to any
person or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and providing
to the Trustee a written statement substantially in the form of Exhibit G to the
Agreement.

     9. That the Purchaser understands that, as the holder of a Residual
Certificate, the Purchaser may incur tax liabilities in excess of any cash flows
generated by the interest and that it intends to pay taxes associated with
holding such Residual Certificate as they become due.

     10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of such
Residual Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of a Residual
Certificate will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person other than
(i) a citizen or resident of the United States; (ii) a corporation (or entity
treated as a corporation for tax purposes) created or organized in the United
States or under the laws of the United States or of any state thereof,
including, for this purpose, the District of Columbia; (iii) a partnership (or
entity treated as a partnership for tax purposes) organized in the United States
or under the laws of the United States or of any state thereof, including, for
this purpose, the District of Columbia (unless provided otherwise by future
Treasury regulations); (iv) an estate whose income is includible in gross income
for United States income tax purposes regardless of its source; or (v) a trust,
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the last clause
of the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as U.S. Persons
prior to such date, may elect to continue to be U.S. Persons.

     11. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of any Residual Certificate to such a "disqualified organization," an
agent thereof, a Book-Entry Nominee, or a person that does not satisfy the
requirements of paragraph 7 and paragraph 10 hereof.

     12. That the Purchaser consents to the designation of the Company as its
agent to act as "tax matters person" of the Trust Fund, pursuant to the Pooling
and Servicing Agreement.





     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________, 19__.



                                        __________________________________
                                               [name of Purchaser]


                                        By:  _____________________________
                                             Name:
                                             Title:

Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.

Subscribed and sworn before me this _____ day of __________, 19__.

NOTARY PUBLIC

______________________________

COUNTY OF_____________________

STATE OF______________________

My commission expires the _____ day of __________, 19__.





                                    EXHIBIT G

                [LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE]

                               ___________________
                                      Date

State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts   02110

               Re:  GE Capital Mortgage Services, Inc.
                    REMIC Mortgage Pass-Through
                    Certificates, Series 1999-14

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

Ladies and Gentlemen:

     _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.

                                        Very truly yours,


                                        __________________________________
                                        Name:
                                        Title:





                                    EXHIBIT H

                        ADDITIONAL SERVICER COMPENSATION



QUALIFIED ADMINISTRATIVE EXPENSES
(Conventional, Non-Conforming Loans)


Assumption Fees                              $550 - $800

Late Charges                                 Per Loan Documents

Appraisal/Inspection Fees                    Reasonable and Customary Charges

Partial Release Fees                         $300

Easements                                    $150

Insufficient Funds Charges                   $15

Document Requests (copies of loan file
documents, additional pay-off quotations,
amortization schedules, payment histories)   $0

Modification Fees                            Reasonable and Customary Charges





                                    EXHIBIT I

                          FORM OF INVESTMENT LETTER FOR
                       DEFINITIVE RESTRICTED CERTIFICATES


                                        _____________________
                                                Date

State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
8th Floor
Boston, Massachusetts   02110

               Re:  GE Capital Mortgage Services, Inc.
                    REMIC Mortgage Pass Through
                    Certificates, Series 1999-14
                    ----------------------------

Ladies and Gentlemen:

     1. The undersigned, a [title of officer] _______________ of [name of
Investor] _________________________________________ (the "Investor"), a
______________ ___________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________________]
[United States], hereby certifies as follows:

     2. The Investor hereby acknowledges that under the terms of the Pooling and
Servicing Agreement between State Street Bank and Trust Company, as Trustee, and
GE Capital Mortgage Services, Inc. (the "Company"), dated as of June 1, 1999
(the "Agreement"), no transfer of a Restricted Certificate may be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and any applicable state securities
laws, or is made in accordance with the Securities Act and such laws.

     3. The Investor understands that (a) the Restricted Certificates have not
been and will not be registered or qualified under the Securities Act, or the
securities laws of any state, (b) neither the Company nor the Trustee is
required, and neither intends, to so register or qualify the Restricted
Certificates, (c) the Restricted Certificates cannot be resold unless (i) they
are registered and qualified under the Securities Act and the applicable state
securities laws or (ii) such sale is exempt from the requirements of the
Securities Act, (d) the Agreement contains restrictions regarding the transfer
of the Restricted Certificates and (e) the Restricted Certificates will bear a
legend to the foregoing effect.

     4. The Investor is acquiring the Restricted Certificates for its own
account for investment only and not with a view to or for sale or other transfer
in connection with any distribution of the Restricted Certificates in any manner
that would violate the Securities Act or any applicable state securities laws.

     5. The Investor (a) is a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and in
particular in such matters related to securities similar to the Restricted
Certificates, such that it is capable of evaluating the merits and risks of
investment in the Restricted Certificates, (b) is able to bear the economic
risks of such an investment and (c) is an "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the
Securities Act.

     6. The Investor will not authorize nor has it authorized any person to (a)
offer, pledge, sell, dispose of or otherwise transfer any Restricted
Certificate, any interest in any Restricted Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition or other transfer of any Restricted Certificate, any
interest in any Restricted Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to any
Restricted Certificate, any interest in any Restricted Certificate or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner, or (e) take
any other action that would constitute a distribution of any Restricted
Certificate under the Securities Act, that would render the disposition of any
Restricted Certificate a violation of Section 5 of the Securities Act or any
state securities law, or that could require registration or qualification
pursuant thereto. Neither the Investor nor anyone acting on its behalf has
offered the Restricted Certificates for sale or made any general solicitation by
means of general advertising or in any other manner with respect to the
Restricted Certificates. The Investor will not sell or otherwise transfer any of
the Restricted Certificates, except in compliance with the provisions of the
Agreement.

     7. If an Investor in a Restricted Certificate sells or otherwise transfers
any such Certificate to a transferee other than a "qualified institutional
buyer" under Rule 144A of the Securities Act, such Investor will obtain (a) from
any subsequent purchaser the same certifications, representations, warranties
and covenants contained in the foregoing paragraphs and in this paragraph or (b)
an opinion of counsel in form and substance satisfactory to the Trustee pursuant
to the Agreement.

     8. The Investor hereby indemnifies the Trustee and the Company against any
liability that may result if the Investor's transfer of a Restricted Certificate
(or any portion thereof) is not exempt from the registration requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws. Such indemnification of the Trustee
and the Company shall survive the termination of the Agreement.

     9. The Restricted Certificates shall be registered in the name of
_____________________________ as nominee for the Investor.]

     IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] _____________ this _____ day of __________, 19__.


                                        __________________________________
                                                [name of Investor]


                                        By:  _____________________________
                                             Name:
                                             Title:


     The undersigned hereby
acknowledges that it is holding
and will hold the Restricted
Certificates at the exclusive
direction of and as nominee
of the Investor named above.

______________________________
[name of nominee]


By:  _________________________
     Name:
     Title:





                                    EXHIBIT J

                       FORM OF DISTRIBUTION DATE STATEMENT

                            _________________, ______
                            (month)            (year)

                       GE CAPITAL MORTGAGE SERVICES, INC.
                    REMIC Mortgage Pass-Through Certificates,
                                 Series 1999-14

     Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1999
(the "Agreement") between GE Capital Mortgage Services, Inc. (the "Company"),
and State Street Bank and Trust Company (the "Trustee"), governing the
Certificates referred to above, the Company hereby certifies to the Trustee:

     With respect to the Agreement and as of the Determination Date for this
month:

     The amounts below are for a Single Certificate of $1,000:

     (1)  Amount of distribution allocable to principal:

          Class A1                                     $__________
          Class A2                                     $__________
          Class A3                                     $__________
          Class A4                                     $__________
          Class A5                                     $__________
          Class A6                                     $__________
          Class A7                                     $__________
          Class A8                                     $__________
          Class A9                                     $__________
          Class PO                                     $__________
          Class M                                      $__________
          Class B1                                     $__________
          Class B2                                     $__________
          Class B3                                     $__________
          Class B4                                     $__________
          Class B5                                     $__________
          Class R                                      $__________

     (2)  Aggregate principal prepayments included in distribution:

          Class A1                                     $__________
          Class A2                                     $__________
          Class A3                                     $__________
          Class A4                                     $__________
          Class A5                                     $__________
          Class A6                                     $__________
          Class A7                                     $__________
          Class A8                                     $__________
          Class A9                                     $__________
          Class PO                                     $__________
          Class M                                      $__________
          Class B1                                     $__________
          Class B2                                     $__________
          Class B3                                     $__________
          Class B4                                     $__________
          Class B5                                     $__________
          Class R                                      $__________

     (3)  Amount of distribution allocable to interest; Pay-out Rate:

          Class A1              $__________                      ____%
          Class A2              $__________                      ____%
          Class A3              $__________                      ____%
          Class A4              $__________                      ____%
          Class A5              $__________                      ____%
          Class A6              $__________                      ____%
          Class A7              $__________                      ____%
          Class A8              $__________                      ____%
          Class A9              $__________                      ____%
          Class M               $__________                      ____%
          Class B1              $__________                      ____%
          Class B2              $__________                      ____%
          Class B3              $__________                      ____%
          Class B4              $__________                      ____%
          Class B5              $__________                      ____%
          Class R               $__________                      ____%
          Class S               $__________                      ____%

     (4)  Accrual Amount:

          N/A

     (5)  Amount of distribution allocable to Unanticipated Recoveries:

          Class A1              $__________                      ____%
          Class A2              $__________                      ____%
          Class A3              $__________                      ____%
          Class A4              $__________                      ____%
          Class A5              $__________                      ____%
          Class A6              $__________                      ____%
          Class A7              $__________                      ____%
          Class A8              $__________                      ____%
          Class A9              $__________                      ____%
          Class PO              $__________                      ____%
          Class M               $__________                      ____%
          Class B1              $__________                      ____%
          Class B2              $__________                      ____%
          Class B3              $__________                      ____%
          Class B4              $__________                      ____%
          Class B5              $__________                      ____%
          Class R               $__________                      ____%

     (6)  Servicing Compensation:                           $__________

     The amounts below are for the aggregate of all Certificates:

     (7)  Pool Scheduled Principal Balance;
          number of Mortgage Loans:          $__________         __________

     (8)  Class Certificate Principal Balance
          (or Notional Principal Balance) of
          each Class; Certificate Principal
          Balance (or Notional Principal
          Balance) of Single Certificate of
          each Class:
                                                            Single
                                                          Certificate
          Class               Balance                       Balance
          -----               -------                       -------

          Class A1            $__________                   $__________
          Class A2            $__________                   $__________
          Class A3            $__________                   $__________
          Class A4            $__________                   $__________
          Class A5            $__________                   $__________
          Class A6            $__________                   $__________
          Class A7            $__________                   $__________
          Class A8            $__________                   $__________
          Class A9            $__________                   $__________
          Class PO            $__________                   $__________
          Class M             $__________                   $__________
          Class B1            $__________                   $__________
          Class B2            $__________                   $__________
          Class B3            $__________                   $__________
          Class B4            $__________                   $__________
          Class B5            $__________                   $__________
          Class R             $__________                   $__________
          Class S             $__________                   $__________

     (9)  Book value of real estate acquired on
          behalf of Certificateholders; number
          of related Mortgage Loans:         $__________         __________

     (10) Aggregate Scheduled Principal
          Balance and number of delinquent
          Mortgage Loans:

          30-59 days delinquent              $__________         __________
          60-89 days delinquent              $__________         __________
          90 or more days delinquent         $__________         __________
          In foreclosure                     $__________         __________

     (11) Aggregate Scheduled Principal Balance
          and number of replaced Mortgage
          Loans:                             $__________         __________

     (12) Certificate Interest Rate of:
          Class S Certificate:                              __________%

     (13) Senior Percentage for such
          Distribution Date:                                __________%

     (14) Senior Prepayment Percentage for
          such Distribution Date:                           __________%

     (15) Class A9 Percentage for such
          Distribution Date:                                __________%

     (16) Class A9 Scheduled Distribution
          Percentage for such Distribution
          Date:                                             __________%

     (17) Class A9 Prepayment Distribution
          Percentage for such Distribution
          Date:                                             __________%

     (18) Junior Percentage for such
          Distribution Date:                                __________%

     (19) Junior Prepayment Percentage for
          such Distribution Date:                           __________%

     Capitalized terms used in this Statement shall have the same meanings as in
the Agreement.





                                    EXHIBIT K

                            FORM OF SPECIAL SERVICING
                          AND COLLATERAL FUND AGREEMENT


     This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ____________________, 199_, between GE Capital
Mortgage Services, Inc. (the "Company") and _____________________________ (the
"Purchaser").

                              PRELIMINARY STATEMENT

     ___________________________ or an affiliate thereof is the holder of the
entire interest in REMIC Mortgage Pass-Through Certificates, Series 199_-__,
Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of ________ 1, 199_ between the Company (in its capacity as
servicer thereunder, the "Servicer") and State Street Bank and Trust Company as
Trustee.

     ____________________________ or an affiliate thereof intends to resell all
of the Class B_ Certificates directly to the Purchaser on or promptly after the
date hereof.

     In connection with such sale, the parties hereto have agreed that the
Company, as Servicer, will engage in certain special servicing procedures
relating to foreclosures for the benefit of the Purchaser, and that the
Purchaser will deposit funds in a collateral fund to cover any losses
attributable to such procedures as well as all advances and costs in connection
therewith, as set forth herein.

     [The parties hereto have further agreed that the Purchaser will have no
rights, and the Company will have no obligations under this Agreement until the
Class Certificate Principal Balance of the REMIC Mortgage Pass-Through
Certificates, Series 199_-__, Class B5 (the "Class B5 Certificates") has been
reduced to zero, and any Special Servicing and Collateral Fund Agreement in
respect of such Class between the Company and the Purchaser has been
terminated.]

     In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser upon the acquisition by the
Purchaser of the Class B_ Certificates.





                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01. Defined Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

     Business Day: Any day other than (i) a Saturday or a Sunday of (ii) a day
on which banking institutions in New York City or Boston, Massachusetts are
required or authorized by law or executive order to be closed.

     Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.

     Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) repurchase agreements on
obligations specified in clause (i) provided that the unsecured obligations of
the party agreeing to repurchase such obligations are at the time rated by each
Rating Agency in the highest long-term rating category, (iii) federal funds,
certificates of deposit, time deposits and banker's acceptances of any U.S.
depository institution or trust company incorporated under the laws of the
United States or any state provided that the debt obligations of such depository
institution or trust company at the date of acquisition thereof have been rated
by each Rating Agency in the highest long-term rating category, (iv) commercial
paper of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition has the highest short term rating
of each Rating Agency, and (v) other obligations or securities that are
acceptable to each Rating Agency as a Collateral Fund Permitted Investment
hereunder and will not, as evidenced in writing, result in a reduction or
withdrawal in the then current rating of the Certificates and, for each of the
preceding clauses, the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the
Business Day preceding the next succeeding Distribution Date.

     Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above and, upon the consent of the Purchaser which will
be deemed given unless expressly withheld within two Business Days of
notification, (y) the acceptance of a deed-in-lieu of foreclosure (whether in
connection with a sale of the related property or otherwise) or (z) initiation
and completion of a short pay-off.

     Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser as nearly contemporaneously as
practicable to the time of the Purchaser's election, prepared based on the
Company's customary requirements for such appraisals.

     Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).

     Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).

     Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustments for all
withdrawals and deposits prior to such date pursuant to Section 2.02(e)) and
Section 2.03(b) (after adjustment for all withdrawals and deposits prior to such
date pursuant to Section 2.03(c)) and Section 3.02, reduced by all withdrawals
therefrom prior to such date pursuant to Section 2.02(g) and Section 2.03(d).

     Section 1.02. Definitions Incorporated by Reference. All capitalized terms
not otherwise defined in this Agreement shall have the meanings assigned in the
Pooling and Servicing Agreement.

                                   ARTICLE II

                          SPECIAL SERVICING PROCEDURES

     Section 2.01. Reports and Notices.

     (a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Servicer shall provide to the Purchaser the following notices and
reports:

          (i) Within five Business Days after each Distribution Date (or
     included in or with the monthly statements to Certificateholders pursuant
     to the Pooling and Servicing Agreement), the Company, as Servicer, shall
     provide to the Purchaser a report, using the same methodology and
     calculations in its standard servicing reports, indicating for the Trust
     Fund the number of Mortgage Loans that are (A) thirty days, (B) sixty days,
     (C) ninety days or more delinquent or (D) in foreclosure, and indicating
     for each such Mortgage Loan the loan number and outstanding principal
     balance.

          (ii) Prior to the Commencement of Foreclosure in connection with any
     Mortgage Loan, the Company shall provide the Purchaser with a notice (sent
     by facsimile transmission) of such proposed and imminent foreclosure,
     stating the loan number and the aggregate amount owing under the Mortgage
     Loan. Such notice may be provided to the Purchaser in the form of a copy of
     a referral letter from the Company to an attorney requesting the
     institution of foreclosure or a copy of a request to foreclose received by
     the Company from the related primary servicer which has been approved by
     the Company.

     (b) If requested by the Purchaser, the Company shall make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, in writing by facsimile transmission, by the Purchaser in
connection with any Mortgage Loan identified in a report under subsection (a)(i)
or (a)(ii) which has been given to the Purchaser, provided, that (1) the Company
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the Company shall respond
within five Business Days orally or in writing by facsimile transmission.

     (c) In addition to the foregoing, the Company shall provide to the
Purchaser such information as the Purchaser may reasonably request concerning
each Mortgage Loan that is at least sixty days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof,
provided, that the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is non-confidential.

     Section 2.02. Purchaser's Election to Delay Foreclosure Proceedings.

     (a) The Purchaser shall be deemed to direct the Company that in the event
that the Company does not receive written notice of the Purchaser's election
pursuant to subsection (b) below within 24 hours (exclusive of any intervening
non-Business Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section 2.02(b), the
Company may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Company) or
(ii) with notice to the Purchaser if the Company has reached the terms of a
forbearance agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of notification.

     (b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
The Purchaser shall send a copy of such notice of election to each Rating Agency
as soon as practicable thereafter. Such 24-hour period shall be extended for no
longer than an additional four Business Days after the receipt of the
information if the Purchaser requests additional information related to such
foreclosure within such 24-hour period; provided, however, that the Purchaser
will have at least one Business Day to make such election following its receipt
of any requested additional information. Any such additional information shall
(i) not be confidential in nature and (ii) be obtainable by the Company from
existing reports, certificates or statements or otherwise be readily accessible
to its servicing personnel. The Purchaser agrees that it has no right to deal
with the mortgagor. However, if the Company's normal foreclosure policies
include acceptance of a deed-in-lieu of foreclosure or short payoff, the
Purchaser will be notified and given two Business Days to respond.

     (c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, and shall provide the Company with a copy of such Current
Appraisal.

     (d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Trustee, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Rate. If any Election to Delay
Foreclosure extends for a period in excess of three months (such excess period
being referred to herein as the "Excess Period"), the Purchaser shall remit by
wire transfer in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the Company, equal
to interest on the Mortgage Loan at the applicable Mortgage Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit the above amounts
relating to the Mortgage Loan within two Business Days of (i) the Election to
Delay Foreclosure or (ii) the beginning of the related Excess Period, as the
case may be.

     (e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company or the Trustee may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the Company for
all related Monthly Advances and Liquidation Expenses thereafter made by the
Company as Servicer in accordance with the Pooling and Servicing Agreement. To
the extent that the amount of any such Liquidation Expense is determined by the
Company based on estimated costs, and the actual costs are subsequently
determined to be higher, the Company or the Trustee may withdraw the additional
amount from the Collateral Fund to reimburse the Company. In the event that the
Mortgage Loan is brought current by the mortgagor, the amounts so withdrawn from
the Collateral Fund shall be redeposited therein as and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement as of the date hereof. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this subsection and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.

     (f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than the delay
in Commencement of Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes that it is
appropriate to do so, the Company shall proceed with the Commencement of
Foreclosure; provided that, in any event, if the Mortgage Loan is not brought
current by the mortgagor by the time the loan becomes 6 months delinquent, the
Purchaser's election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and in any event
not later than the third Business Day after) the end of such 6-month period in
the manner provided in the following two sentences, and the Company shall be
entitled to proceed with the Commencement of Foreclosure. Any purchase of such
Mortgage Loan by the Purchaser pursuant to the preceding sentence shall be at a
purchase price equal to the unpaid principal balance of the Mortgage Loan plus
accrued interest at the Mortgage Rate from the date last paid by the mortgagor.
Such purchase price shall be deposited by the Purchaser into the Collateral Fund
in immediately available funds on the Business Day which is the date of purchase
and the Purchaser shall instruct the Trustee (with notice to the Company) to
withdraw such amount therefrom on such Business Day and remit the same to the
Trust Fund for application as Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. Following such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this Agreement and after
reimbursement to the Servicer for all related Monthly Advances) shall be
released to the Purchaser.

     (g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the Company proceeded with the Commencement of Foreclosure in accordance with
subsection (f) above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under subsection (c) exceeds
the actual sales price obtained for the related Mortgaged Property (net of
Liquidation Expenses and unreimbursed Monthly Advances related to the extended
foreclosure period), and the Company or the Trustee shall withdraw the amount of
such excess from the Collateral Fund and shall remit the same to the Trust Fund
for application as additional Liquidation Proceeds pursuant to the Pooling and
Servicing Agreement. After making such withdrawal, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after reimbursement to
the Servicer for all related Monthly Advances) shall be released to the
Purchaser.

     Section 2.03. Purchaser's Election to Commence Foreclosure Proceedings.

     (a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).

     (b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Trustee, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current Scheduled
Principal Balance of the Mortgage Loan and three months' interest on the
Mortgage Loan at the applicable Mortgage Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all withdrawals and deposits
pursuant to subsection (c) below) shall be released to the Purchaser. The terms
of this Agreement will no longer apply to the servicing of any Mortgage Loan
upon the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose.

     (c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the Company shall continue to service the Mortgage Loan
in accordance with its customary procedures. In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidation Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection. The Company shall not be required to proceed
with the Commencement of Foreclosure if (i) the same is stayed as a result of
the mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) the Company believes there is a breach of representations or
warranties by the Company, which may result in a repurchase or substitution of
such Mortgage Loan, or (iii) the Company has or expects to have the right under
the Pooling and Servicing Agreement to purchase the defaulted Mortgage Loan and
intends to exercise such right or (iv) the Company reasonably believes the
Mortgaged Property may be contaminated with or affected by hazardous wastes or
hazardous substances (and the Company supplies the Purchaser with information
supporting such belief) or (v) the same is prohibited by or is otherwise
inconsistent with the provisions of the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a refinancing
or prepayment occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (ii) with notice to the Purchaser if
the Company has reached the terms of a forbearance agreement unless instructed
otherwise by the Purchaser within two Business Days of notification.

     (d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
Company proceeded with the Commencement of Foreclosure in accordance with
subsection (c) above, the Company shall calculate the amount, if any, by which
the Scheduled Principal Balance of the Mortgage Loan at the time of liquidation
(plus all unreimbursed Monthly Advances and Liquidation Expenses in connection
therewith other than those previously paid from the Collateral Fund) exceeds the
actual sales price obtained for the related Mortgaged Property, and the Company
or the Trustee shall withdraw the amount of such excess from the Collateral Fund
and shall remit the same to the Trust Fund for application as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to subsection (c) above and
after reimbursement to the Servicer for all related Monthly Advances) in respect
of such Mortgage Loan shall be released to the Purchaser.

     Section 2.04. Termination.

     (a) With respect to all Mortgage Loans included in the Trust Fund, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate on
the earliest to occur of the following: (i) at such time as the Class
Certificate Principal Balance of the Class B_ Certificates has been reduced to
zero, (ii) if the greater of (x) 43% (or such lower or higher percentage that
represents the Company's actual loss experience with respect to the Mortgage
Loans in the related pool) of the aggregate principal balance of all Mortgage
Loans that are in foreclosure or are more than 90 days delinquent on a
contractual basis and the aggregate book value of REO properties or (y) the
aggregate amount that the Company estimates through its normal servicing
practices will be required to be withdrawn from the Collateral Fund with respect
to Mortgage Loans as to which the Purchaser has made an Election to Delay
Foreclosure or an Election to Foreclose exceeds (z) the then-current Class
Certificate Principal Balance of the Class B_ Certificates, or (iii) upon any
transfer by the Purchaser of any interest (other than the minority interest
therein, but only if the transferee provides written acknowledgment to the
Company of the Purchaser's right hereunder and that such transferee will have no
rights hereunder) in the Class B_ Certificates [or in the Class B5 Certificates]
(whether or not such transfer is registered under the Pooling and Servicing
Agreement), including any such transfer in connection with a termination of the
Trust Fund. Unless earlier terminated as set forth herein, this Agreement and
the respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate immediately upon (x) the later to occur of (i)
the final liquidation of the last Mortgage Loan as to which the Purchaser made
any Election to Delay Foreclosure or any Election to Foreclose and the
withdrawal of all remaining amounts in the Collateral Fund as provided herein
and (ii) ten (10) Business Days' notice or (y) the occurrence of any event that
results in the Purchaser becoming an "affiliate" of the Trustee within the
meaning of the Prohibited Transaction Exemption (as defined in the Pooling and
Servicing Agreement).

     (b) The Purchaser's rights pursuant to Section 2.02 or 2.03 of this
Agreement shall terminate with respect to a Mortgage Loan as to which the
Purchaser has exercised its rights under Section 2.02 or 2.03 hereof, upon
Purchaser's failure to deposit any amounts required pursuant to Section 2.02(d)
or 2.03(b) after one Business Day's notice of such failure.

     Section 2.05. Notification. The Purchaser shall promptly notify the Trustee
and the Company if such Purchaser becomes aware of any discussions, plans or
events that might lead to such Person's becoming an "affiliate" (within the
meaning of the Prohibited Transaction Exemption) of the Trustee, provided that
the contents of any such notification shall be kept confidential by the parties
to this Agreement.

                                   ARTICLE III

                       COLLATERAL FUND; SECURITY INTEREST

     Section 3.01. Collateral Fund. Upon payment by the Purchaser of the initial
amount required to be deposited in the Collateral Fund pursuant to Article II,
the Company shall request the Trustee to establish and maintain with the Trustee
a segregated account entitled "REMIC Mortgage Pass-Through Certificates 199_-__
Collateral Fund, for the benefit of GE Capital Mortgage Services, Inc. and State
Street Bank and Trust Company on behalf of Certificateholders, as secured
parties" (the "Collateral Fund"). Amounts held in the Collateral Fund shall
continue to be the property of the Purchaser, subject to the first priority
security interest granted hereunder for the benefit of such secured parties,
until withdrawn from the Collateral Fund pursuant to the Section 2.02 or 2.03
hereof.

     Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon (after giving effect to all
withdrawals therefrom permitted under this Agreement).

     The Purchaser shall not take or direct the Company or the Trustee to take
any action contrary to any provision of the Pooling and Servicing Agreement. In
no event shall the Purchaser (i) take or cause the Trustee or the Company to
take any action that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the imposition on any
such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or
(ii) cause the Trustee or the Company to fail to take any action necessary to
maintain the status of any such REMIC as a REMIC.

     Section 3.02. Collateral Fund Permitted Investments. The Company shall, at
the written direction of the Purchaser, direct the Trustee to invest the funds
in the Collateral Fund in the name of the Trustee in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently then quarterly.
In the absence of any direction, the Company shall direct the Trustee select
such investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.

     All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be promptly deposited by the Purchaser in
the Collateral Fund. The Company shall periodically (but not more frequently
than monthly) direct the Trustee to distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefor in the Collateral Fund,
equal to the amount by which the balance of the Collateral Fund, after giving
effect to all other distributions to be made from the Collateral Fund on such
date, exceeds the Required Collateral Fund Balance. Any amounts so distributed
shall be released from the lien and security interest of this Agreement.

     Section 3.03. Grant of Security Interest. In order to secure the
obligations of the Purchaser hereunder to the Company and the Trustee for the
benefit of Certificateholders (other than its obligations under Section 4.10),
the Purchaser hereby grants to the Company and to the Trustee for the benefit of
the Certificateholders a security interest in and lien on all of the Purchaser's
right, title and interest, whether now owned or hereafter acquired, in and to:
(1) the Collateral Fund, (2) all amounts deposited in the Collateral Fund and
Collateral Fund Permitted Investments in which such amounts are invested (and
the distributions and proceeds of such investments) and (3) all cash and
non-cash proceeds of any of the foregoing, including proceeds of the voluntary
or involuntary conversion thereof (all of the foregoing collectively, the
"Collateral").

     The Purchaser acknowledges the lien on and security interest in the
Collateral for the benefit of the Company and the Trustee on behalf of the
Certificateholders. The Purchaser shall take all actions requested by the
Company or the Trustee as may be reasonably necessary to perfect the security
interest created under this Agreement in the Collateral and cause it to be prior
to all other security interests and liens, including the execution and delivery
to the Company or at its direction the Trustee for filing of appropriate
financing statements in accordance with applicable law.

     Section 3.04. Collateral Shortfalls. In the event that amounts on deposit
in the Collateral Fund at any time are insufficient to cover any withdrawals
therefrom that the Company or the Trustee is then entitled to make hereunder,
the Purchaser shall be obligated to pay such amounts to the Company or the
Trustee immediately upon demand. Such obligation shall constitute a general
corporate obligation of the Purchaser. The failure to pay such amounts within
two Business Days of such demand (except for amounts to cover interest on a
Mortgage Loan pursuant to Sections 2.02(d) and 2.03(b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

     Section 4.01. Amendment. This Agreement may be amended from time to time by
the Company and the Purchaser by written agreement signed by the Company and the
Purchaser provided that no such amendment shall have a material adverse effect
on the holders of other Classes of Certificates.

     Section 4.02. Counterparts. This Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.

     Section 4.03. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

     Section 4.04. Notices. All demands, notices and direction hereunder shall
be in writing or by telecopy and shall be deemed effective upon receipt to:

     (a)  in the case of the Company, with respect to notices pursuant to
Sections 2.02 and 2.03 hereto,

          GE Capital Mortgage Services, Inc.
          4680 Hallmark Parkway
          San Bernadino, California  92407
          Attention:  Ken Scheller
          Telephone:  (909) 880-4608
          Facsimile:  (909) 473-2273

          with respect to all other notices pursuant to this Agreement,

          GE Capital Mortgage Services, Inc.
          Three Executive Campus
          Cherry Hill, New Jersey  08002
          Attention:  General Counsel
          Telephone:  (609) 661-6515
          Facsimile:  (609) 661-6875

          or such other address as may hereafter be furnished in writing by the
Company, or

     (b)  in the case of the Purchaser, with respect to notices pursuant to
Section 2.01,

          ________________________________
          ________________________________
          ________________________________
          Attention:______________________
          Telephone:______________________
          Facsimile:______________________

          with respect to all other notices pursuant to this Agreement,

          ________________________________
          ________________________________
          ________________________________
          Attention:______________________
          Telephone:______________________
          Facsimile:______________________

          or such other address as may hereafter be furnished in writing by the
Purchaser, or

     (c)  in the case of the Trustee,

          State Street Bank and Trust Company
          Corporate Trust Department
          8th Floor
          225 Franklin Street
          Boston, Massachusetts  02110
          Attention:  Karen Beard
          Telephone:  (617) 664-5465
          Facsimile:  (617) 664-5167

     Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever, including regulatory, held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.

     Section 4.06. Successor and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and the
respective successors and assigns of the parties hereto; provided, however, that
the rights under this Agreement cannot be assigned by the Purchaser without the
consent of the Company.

     Section 4.07. Article and Section Headings. The article and section
headings herein are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.

     Section 4.08. Third Party Beneficiaries. The Trustee on behalf of
Certificateholders is the intended third party beneficiary of this Agreement.

     Section 4.09. Confidentiality. The Purchaser agrees that all information
supplied by or on behalf of the Company pursuant to Section 2.01 or 2.02,
including individual account information, is the property of the Company and the
Purchaser agrees to use such information solely for the purposes set forth in
this Agreement and to hold such information confidential and not to disclose
such information.

     Section 4.10. Indemnification. The Purchaser agrees to indemnify and hold
harmless the Company against any and all losses, claims, damages or liabilities
to which it may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
actions taken by the Company in accordance with the provisions of this Agreement
and which actions conflict or are alleged to conflict with the Company's
obligations under the Pooling and Servicing Agreement. The Purchaser hereby
agrees to reimburse the Company on demand for the reasonable legal or other
expenses incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action.

     [Section 4.11. Delayed Effectiveness. The Purchaser agrees that,
notwithstanding any other provision of this Agreement, the Purchaser shall have
no rights hereunder, and the Company shall have no obligations hereunder, until
the Class Certificate Principal Balance of the Class B5 Certificates has been
reduced to zero and any Special Servicing and Collateral Fund Agreement between
the Company and the Purchaser relating to such Class B5 Certificates has been
terminated.]





     IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.


                                        GE CAPITAL MORTGAGE SERVICES, INC.


                                        By:  _____________________________
                                             Name:
                                             Title:


                                        [PURCHASER]


                                        By:  _____________________________
                                             Name:
                                             Title:


Acknowledged and agreed to:

STATE STREET BANK AND TRUST COMPANY



By:  ______________________________
     Name:
     Title:





                                    EXHIBIT L

                    FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT

     I, _________________________________________, being duly sworn, do hereby
state under oath that:

     1. I am a duly elected ______________________ of GE Capital Mortgage
Services, Inc. (the "Company") and am duly authorized to make this affidavit.

     2. This affidavit is being delivered in connection with the transfer of the
Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the
Pooling and Servicing Agreement dated as of [date] between the Company, Seller
and Servicer, and State Street Bank and Trust Company, Trustee, relating to the
Company's REMIC Mortgage Pass-Through Certificates, Series [____] ("Agreement").
Such Mortgage Loan constitutes a Designated Loan.

     3. The Company is the payee under the following described Mortgage Note
("Mortgage Note") which evidences the obligation of the borrower(s) to repay the
Mortgage Loan:
     Loan Number: ___________________________________
     Mortgage Note Date:_____________________________
     Borrower(s): ___________________________________
     Original Payee (if not the Company): ___________
     Original Amount:________________________________
     Mortgage Rate: _________________________________
     Address of Mortgaged Property: _________________
     ________________________________________________

     4. The Company is the lawful owner of the Mortgage Note and has not
cancelled, altered, assigned or hypothecated the Mortgage Note.

     5. A thorough and diligent search for the executed original Mortgage Note
was undertaken and was unsuccessful.

     6. Attached hereto is a true and correct copy of the Mortgage Note.

     7. The Mortgage Note has not been endorsed by the Company in any manner
inconsistent with its transfer of the Mortgage Loan under the Agreement.

     8. Without limiting the generality of the rights and remedies of the
Trustee contained in the Agreement, the Company hereby confirms and agrees that
in the event the inability to produce the executed original Mortgage Note
results in a breach of the representations and warranties appearing in Agreement
subsections 2.03(a)(ii) (the validity and enforceability of the lien created by
the Mortgage Loan) or (x) (no valid offset, defense or counterclaim to any
Mortgage Note or Mortgage), the Company shall repurchase the Mortgage Loan at
the Purchase Price and otherwise in accordance with Section 2.03(b) of the
Agreement. In addition, the Company covenants and agrees to indemnify the
Trustee and the Trust Fund from and hold them harmless against any and all
losses, liabilities, damages, claims or expenses (other than those resulting
from negligence or bad faith of the Trustee) arising from the Company's failure
to have delivered the Mortgage Note to the Trustee, including without limitation
any such losses, liabilities, damages, claims or expenses arising from any
action to enforce the indebtedness evidenced by the Mortgage Note or any claim
by any third party who is the holder of such indebtedness by virtue of
possession of the Mortgage Note.

     9. In the event that the Company locates the executed original Mortgage
Note, it shall promptly provide the Mortgage Note to the Trustee.

     10. Capitalized terms not otherwise defined herein shall have the meanings
given them in the Agreement.


Date: ________________________

                                        ______________________________
                                        (signature)

                                        ______________________________
                                        (print name)

                                        ______________________________
                                        (print title)





State of New Jersey      )
                         )ss:
                         )


     On this ____________________day of ___________________, 199__, before me
appeared ____________________________, to me personally known, who acknowledged
the execution of the foregoing and who, having been duly sworn states that
he/she is a/the ______________________________of GE Capital Mortgage Services,
Inc., that any representations therein contained are true, that this Lost Note
Affidavit was signed and sealed on behalf of GE Capital Mortgage Services, Inc.
and that this Lost Note Affidavit is the free act and deed of GE Capital
Mortgage Services, Inc.


                                        __________________________________
                                                  (Notary Public)



[Notarial Seal]





                                    EXHIBIT M

                          SCHEDULE OF DESIGNATED LOANS


                                      NONE






                                    EXHIBIT N

                    SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS


                                      NONE






                                    EXHIBIT O

                           SENIOR PRINCIPAL PRIORITIES


third, to the classes of senior certificates entitled to principal
distributions, in reduction of the aggregate class certificate principal
balances (the "Class Certificate Principal Balances") thereof, to the extent of
remaining Available Funds, concurrently as follows:

(1) to the Class A1 through Class A9 Certificates and Class R Certificates, the
Senior Optimal Principal Amount for such Distribution Date, in the following
order of priority:

(a) to the Class A9 Certificates, the Class A9 Principal Distribution Amount (as
defined herein) for such Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero; and

(b) to each of the Class A1 through Class A8 and Class R Certificates (together,
the "Group I Senior Certificates"), the remaining Senior Optimal Principal
Amount for such Distribution Date, less the Class A9 Principal Distribution
Amount for such Distribution Date, in the following order or priority:

(I) to the Class R Certificates, until the Class Certificate Principal Balance
thereof has been reduced to zero;

(II) to the Class A1, Class A2, Class A4 and Class A5 Certificates, until the
Class Certificate Principal Balance of the Class A2 Certificates has been
reduced to zero, concurrently, as follows:

(A) approximately 4.8441052525% of the amount distributable under clause
(1)(b)(II) to the Class A1 Certificates;

(B) approximately 35.6050183675% of the amount distributable under clause
(1)(b)(II) to the Class A2 Certificates;

(C) approximately 29.8135060247% of the amount distributable under clause
(1)(b)(II) to the Class A4 Certificates; and

(D) approximately 29.7373703552% of the amount distributable under clause
(1)(b)(II) to the Class A5 Certificates;

(III) to the Class A1, Class A3, Class A4 and Class A5 Certificates, until the
Class Certificate Principal Balance of the Class A3 Certificates has been
reduced to zero, concurrently, as follows:

(A) approximately 4.8441052525% of the amount distributable under clause
(1)(b)(III) to the Class A1 Certificates;

(B) approximately 35.6050183675% of the amount distributable under clause
(1)(b)(III) to the Class A3 Certificates;

(C) approximately 29.8135060247% of the amount distributable under clause
(1)(b)(III) to the Class A4 Certificates; and

(D) approximately 29.7373703552% of the amount distributable under clause
(1)(b)(III) to the Class A5 Certificates;

(IV) to the Class A1, Class A4, Class A5 and Class A6 Certificates, until the
Class Certificate Principal Balances of the Class A1 and Class A6 Certificates
have been reduced to zero, concurrently, as follows:

(A) approximately 4.8441052525% of the amount distributable under clause
(1)(b)(IV) to the Class A1 Certificates;

(B) approximately 29.8135060247% of the amount distributable under clause
(1)(b)(IV) to the Class A4 Certificates;

(C) approximately 29.7373703552% of the amount distributable under clause
(1)(b)(IV) to the Class A5 Certificates; and

(D) approximately 35.6050183675% of the amount distributable under clause
(1)(b)(IV) to the Class A6 Certificates;

(V) pro rata, to the Class A4, Class A5, and Class A7 Certificates, until the
respective Class Certificate Principal Balances thereof have been reduced to
zero; and

(VI) to the Class A8 Certificates, until the Class Certificate Principal Balance
thereof has been reduced to zero; and

(2) to the Class PO Certificates, the Class PO Principal Distribution Amount for
such Distribution Date, until the Class Certificate Principal Balance thereof
has been reduced to zero;