GE CAPITAL MORTGAGE SERVICES INC
8-K, 1998-10-07
ASSET-BACKED SECURITIES
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                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                             Form 8-K

                          CURRENT REPORT

              Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported)
                        September 24, 1998


                GE CAPITAL MORTGAGE SERVICES, INC.
          (as Seller and Servicer under the Pooling and
       Servicing Agreement, dated as of September 1, 1998,
         providing for the issuance of REMIC Multi-Class
            Pass-Through Certificates, Series 1998-15)



                GE Capital Mortgage Services, Inc.
      (Exact name of registrant as specified in its charter)

      New Jersey            33-5042            21-0627285
   ----------------------------------------------------------
   (State or other        (Commission       (I.R.S. Employer
     jurisdiction         File Number)     Identification No.)
   of incorporation)



                      Three Executive Campus
                  Cherry Hill, New Jersey 08002
        (Address of Principal Executive Office) (Zip Code)



        Registrant's telephone number, including area code
                         (609) 661-6100
                         --------------


<PAGE>


ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

General.
On September 24, 1998, GE Capital Mortgage Services, Inc.
("GECMSI") offered to investors certain classes of its REMIC
Multi-Class Pass-Through Certificates, Series 1998-15 (the
"Certificates") evidencing beneficial ownership interests in a
trust fund (the "Trust Fund"). The assets of the Trust Fund
consist primarily of a pool ("Pool 1998-15") of conventional,
one- to four-family residential loans (the "Mortgage Loans").
Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Prospectus dated May
26, 1998 as supplemented by the Prospectus Supplement dated
September 24, 1998.

The original principal balance of each Class of the Certificates
is as follows:

               Class A-1           $261,327,000.00
               Class A-2            $89,086,000.00
               Class A-3            $30,235,235.00
               Class A-4             $7,838,765.00
               Class A-5             $1,500,000.00
               Class A-6             $1,500,000.00
               Class A-7             $2,000,000.00
               Class A-8             $8,571,429.00
               Class A-9             $5,000,000.00
               Class A-10            $1,428,571.00
               Class A-11           $47,500,000.00
               Class R                     $100.00
               Class M               $8,804,571.00
               Class B-1             $3,807,382.00
               Class B-2             $2,141,652.00
               Class B-3             $1,903,691.00
               Class B-4               $951,845.00
               Class B-5             $1,428,686.53
               Class PO                $897,870.75
                                   ---------------
               Total :             $475,922,798.28


The initial Junior Percentage and initial Senior Percentage for
Pool 1998-15 are approximately 4.00% and 96.00%, respectively.
The "Bankruptcy Loss Amount," the "Fraud Loss Amount" and the
"Special Hazard Loss Amount" for Pool 1998-15 as of the initial
issuance of the Certificates are $164,817.00, $4,759,237.00 and
$4,759,237.00, respectively, representing approximately 0.035%,
1.000%, and 1.000%, respectively, of the aggregate Scheduled
Principal Balances of the Mortgage Loans as of September 1, 1998
(the "Cut-off Date").


                                2
<PAGE>


Description of the Mortgage Pool and the Mortgaged Properties

Pool 1998-15

Pool 1998-15 consists primarily of fixed-rate, fully-amortizing
conventional Mortgage Loans evidenced by Mortgage Notes which
have original maturities of 20 to 30 years and an aggregate
outstanding Scheduled Principal Balance as of the Cut-off Date,
after deducting payments of principal due on or before such date
and prepayments of principal received before such date, of
$475,922,798.28.

The interest rates (the "Mortgage Rates") borne by the 1,382
Mortgage Loans conveyed by GECMSI to Pool 1998-15 range from
6.5000% to 8.6250% and the weighted average Mortgage Rate as of
the Cut-off Date is 7.3319% per annum (all weighted averages in
this filing are weighted by aggregate outstanding Scheduled
Principal Balance as of the Cut-off Date). At origination, the
principal balances of the Mortgage Loans in Pool 1998-15 ranged
from $227,500.00 to $1,435,000.00, and, as of the Cut-off Date,
the average outstanding Scheduled Principal Balance of the
Mortgage Loans in Pool 1998-15 is $344,372.50, after application
of principal payments due on or before the Cut-off Date and
prepayments of principal received before such date. The earliest
origination date of any Mortgage Loan in Pool 1998-15 is August
1996, and the latest scheduled maturity date of any such Mortgage
Loan is September 2028. The weighted average loan-to-value ratio
of the Mortgage Loans as of the Cut-off Date in Pool 1998-15 is
74.6269%.


                                3
<PAGE>


The Mortgage Loans in Pool 1998-15 have the following
characteristics as of the Cut-off Date.

a) The following table sets forth information, as of the Cut-off
   Date, with respect to the Mortgage Rates borne by the Mortgage
   Loans in Pool 1998-15:

                                   AGGREGATE              % OF
                                    BALANCES           POOL BY
MORTGAGE         # OF                  AS OF         AGGREGATE
   RATES        LOANS           CUT-OFF DATE           BALANCE
- --------        -----           ------------         ---------
 6.5000%            1            $412,000.00           0.0866%
 6.6250%            7          $2,422,112.65           0.5089%
 6.6500%            1            $335,110.06           0.0704%
 6.7500%           31         $10,888,291.84           2.2878%
 6.8750%           66         $23,309,590.10           4.8978%
 7.0000%          103         $33,154,575.10           6.9664%
 7.1000%            3          $1,005,349.02           0.2112%
 7.1250%          158         $55,240,318.45          11.6070%
 7.2000%            1            $267,362.71           0.0562%
 7.2500%          283         $99,617,907.61          20.9315%
 7.3000%            3            $988,135.44           0.2076%
 7.3500%            3          $1,228,301.75           0.2581%
 7.3750%          228         $75,621,096.24          15.8894%
 7.4000%            4          $1,118,338.20           0.2350%
 7.4500%            4          $1,491,688.25           0.3134%
 7.5000%          269         $92,809,135.64          19.5009%
 7.5500%            6          $1,991,472.72           0.4184%
 7.6000%            1            $406,106.17           0.0853%
 7.6250%          105         $35,022,768.56           7.3589%
 7.6500%            1            $295,057.06           0.0620%
 7.7000%            1            $439,052.85           0.0923%
 7.7500%           56         $19,990,925.27           4.2005%
 7.8750%           30         $11,484,966.16           2.4132%
 8.0000%            9          $3,326,378.32           0.6989%
 8.1250%            1            $254,516.33           0.0535%
 8.2500%            3          $1,400,172.52           0.2942%
 8.3750%            1            $540,000.00           0.1135%
 8.5000%            1            $256,188.11           0.0538%
 8.6250%            2            $605,881.15           0.1273%
                -----        ---------------         ---------
   Total        1,382        $475,922,798.28         100.0000%


                                4
<PAGE>


b) The following table sets forth information, as of the Cut-off
   Date, with respect to the original principal balances of the
   Mortgage Loans in Pool 1998-15:

                                      AGGREGATE             % OF
                                       BALANCES          POOL BY
    ORIGINAL           # OF               AS OF        AGGREGATE
    BALANCES          LOANS        CUT-OFF DATE             BAL.
    --------          -----        ------------        ---------
$227,151 - 250,000      165      $39,933,972.32          8.3909%
$250,001 - 300,000      467     $127,964,947.19         26.8877%
$300,001 - 350,000      283      $92,377,465.67         19.4102%
$350,001 - 400,000      185      $69,634,172.67         14.6314%
$400,001 - 450,000      109      $46,113,629.35          9.6893%
$450,001 - 600,000      132      $67,535,341.63         14.1904%
$600,001 - 650,000       18      $11,554,864.49          2.4279%
$650,001 - 1,000,000 +   23      $20,808,404.96          4.3722%
                      -----     ---------------        ---------
            Total     1,382     $475,922,798.28        100.0000%

The largest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1998-15 is
$1,434,012.44.

The smallest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1998-15 is
$227,326.89.

c) The following table sets forth information, as of the Cut-off
   Date, with respect to the years of origination of the Mortgage
   Loans in Pool 1998-15:

                                      AGGREGATE              % OF
                                       BALANCES           POOL BY
    YEAR OF         # OF                  AS OF         AGGREGATE
ORIGINATION        LOANS           CUT-OFF DATE           BALANCE
- -----------        -----           ------------         ---------
       1996            1            $513,750.00           0.1079%
       1997            7          $2,505,763.33           0.5265%
       1998        1,374        $472,903,284.95          99.3656%
                   -----        ---------------         ---------
      Total        1,382        $475,922,798.28         100.0000%


                                5
<PAGE>


d) The following table sets forth information, as of the Cut-off
   Date, with respect to the loan-to-value ratios of the Mortgage
   Loans at origination in Pool 1998-15:

     LOAN-                           AGGREGATE             % OF
   TO-VALUE                           BALANCES          POOL BY
   RATIO AT           # OF               AS OF        AGGREGATE
  ORIGINATION        LOANS        CUT-OFF DATE          BALANCE
  -----------        -----        ------------        ---------
00.000 - 50.00          46      $18,597,983.19          3.9078%
50.001 - 60.00          97      $36,070,744.81          7.5791%
60.001 - 70.00         193      $76,804,864.63         16.1382%
70.001 - 75.00         197      $69,753,719.46         14.6565%
75.001 - 80.00         643     $214,710,451.18         45.1145%
80.001 - 85.00          15       $4,098,137.49          0.8611%
85.001 - 90.00         125      $37,959,839.11          7.9760%
90.001 - 95.00          66      $17,927,058.41          3.7668%
                     -----     ---------------        ---------
     Total           1,382     $475,922,798.28        100.0000%

e) The following table sets forth information, as of the Cut-off
   Date, with respect to the type of Mortgaged Properties
   securing the Mortgage Loans in Pool 1998-15:

                                    AGGREGATE              % OF
                                     BALANCES           POOL BY
TYPE OF           # OF                  AS OF         AGGREGATE
DWELLING         LOANS           CUT-OFF DATE           BALANCE
- --------         -----           ------------         ---------
Single-family
 detatched       1,261        $434,881,571.92          91.3765%
Single-family
 attched            59         $20,610,161.28           4.3306%
Condominium         51         $16,335,855.52           3.4325%
2 - 4 Family
 Units              10          $3,700,495.45           0.7775%
Co-op                1            $394,714.11           0.0829%
                 -----        ---------------         ---------
Total            1,382        $475,922,798.28         100.0000%

f) The following table sets forth information, as of the Cut-off
   Date, with respect to the occupancy status of the Mortgaged
   Properties securing the Mortgage Loans as represented by the
   mortgagors at origination in Pool 1998-15:

                                      AGGREGATE              % OF
                                       BALANCES           POOL BY
                    # OF                  AS OF         AGGREGATE
OCCUPANCY          LOANS           CUT-OFF DATE           BALANCE
- ---------          -----           ------------         ---------
Owner Occupied     1,355        $467,618,073.84          98.2550%
Vacation              22          $6,870,237.45           1.4436%
Investment             5          $1,434,486.99           0.3014%
                   -----        ---------------         ---------
Total              1,382        $475,922,798.28         100.0000%


                                6
<PAGE>


g) The following table sets forth information, as of the Cut-off
   Date, with respect to the geographic distribution of the
   Mortgaged Properties securing the Mortgage Loans in Pool
   1998-15:

                                        AGGREGATE           % OF
                                         BALANCES        POOL BY
                      # OF                  AS OF      AGGREGATE
STATE                LOANS           CUT-OFF DATE        BALANCE
- -----                -----           ------------      ---------
Alabama                 10          $3,484,870.08        0.7322%
Alaska                   1            $410,687.27        0.0863%
Arizona                 14          $4,521,668.81        0.9501%
Arkansas                 1            $232,000.00        0.0487%
California             645        $222,353,275.58       46.7206%
Colorado                33         $10,748,180.50        2.2584%
Connecticut             25          $9,953,837.07        2.0915%
District Of Columbia    10          $4,369,013.47        0.9180%
Florida                 11          $3,413,628.01        0.7173%
Georgia                 53         $18,394,732.46        3.8651%
Hawaii                   2            $935,705.70        0.1966%
Idaho                    1            $255,805.20        0.0537%
Illinois                53         $18,292,790.50        3.8436%
Indiana                 10          $3,474,420.46        0.7300%
Iowa                     2            $544,158.30        0.1143%
Kentucky                 2            $539,213.55        0.1133%
Louisiana                1            $324,503.90        0.0682%
Maryland                58         $19,816,905.43        4.1639%
Massachusetts           87         $29,126,753.14        6.1201%
Michigan                16          $5,576,179.66        1.1717%
Minnesota                8          $2,726,596.69        0.5729%
Missouri                 7          $2,273,948.36        0.4778%
Nebraska                 3            $963,452.95        0.2024%
Nevada                   8          $2,586,701.49        0.5435%
New Hampshire            1            $244,800.00        0.0514%
New Jersey              82         $28,449,595.43        5.9778%
New Mexico               4          $1,247,216.79        0.2621%
New York                37         $13,811,020.84        2.9019%
North Carolina          12          $3,426,588.52        0.7200%
Ohio                    33         $10,638,975.86        2.2354%
Oklahoma                 2            $609,339.29        0.1280%
Oregon                   4          $1,473,030.92        0.3095%
Pennsylvania            33         $11,518,077.72        2.4202%
Rhode Island             3            $832,689.89        0.1750%
South Carolina           3          $1,130,072.11        0.2374%
Tennessee                3            $832,354.93        0.1749%
Texas                   21          $8,085,990.82        1.6990%
Utah                     2            $850,000.00        0.1786%
Vermont                  2          $1,028,318.99        0.2161%
Virginia                62         $20,402,119.46        4.2869%
Washington              12          $4,339,543.57         0.9118%


                                7
<PAGE>


Wisconsin                5          $1,684,034.56        0.3538%
                     -----        ---------------      ---------
Total                1,382        $475,922,798.28      100.0000%


                                8
<PAGE>


h) The following table sets forth information, as of the Cut-off
   Date, with respect to the maturity dates of the Mortgage Loans
   in Pool 1998-15:

                                   AGGREGATE              % OF
                                    BALANCES           POOL BY
 YEAR OF         # OF                  AS OF         AGGREGATE
MATURITY        LOANS           CUT-OFF DATE           BALANCE
- --------        -----           ------------         ---------
    2018            8          $2,259,218.41           0.4747%
    2023            8          $2,256,431.81           0.4741%
    2025            1            $254,516.33           0.0535%
    2027            3            $881,082.39           0.1851%
    2028        1,362        $470,271,549.34          98.8126%
                -----        ---------------         ---------
   Total        1,382        $475,922,798.28         100.0000%

The weighted average scheduled remaining term to maturity of the
Mortgage Loans in Pool 1998-15 calculated as of the Cut-off Date
is 358 months.

i) The following table sets forth information, as of the Cut-off
   Date, with respect to the purpose of the Mortgage Loans in
   Pool 1998-15:

                                       AGGREGATE             % OF
                                        BALANCES          POOL BY
PURPOSE               # OF                 AS OF        AGGREGATE
OF LOAN              LOANS          CUT-OFF DATE          BALANCE
- -------              -----          ------------        ---------
Purchase               710       $241,629,732.26         50.7708%
Rate Term/Refinance    499       $174,563,871.24         36.6790%
Cash-out Refinance     173        $59,729,194.78         12.5502%
                     -----       ---------------        ---------
Total                1,382       $475,922,798.28        100.0000%


                                9
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS.

1.1      The Underwriting Agreement, dated as of October 23, 1995,
         and the related Terms Agreement, dated as of September
         23, 1998, for certain of the Series 1998-15 Certificates
         between GE Capital Mortgage Services, Inc. and Salomon
         Smith Barney Inc.


1.2      The Underwriting Agreement, dated as of March 21, 1996,
         and the related Terms Agreement, dated as of September
         23, 1998, for certain of the Series 1998-15 Certificates
         between GE Capital Mortgage Services, Inc. and
         Donaldson, Lufkin & Jenrette Securities Corporation.

4.1      The Pooling and Servicing Agreement for the Series
         1998-15 Certificates, dated as of September 1, 1998,
         between GE Capital Mortgage Services, Inc., as seller
         and servicer, and State Street Bank and Trust Company,
         as trustee.


                               10
<PAGE>


                            SIGNATURES



           Pursuant to the requirements of the Securities
           Exchange Act of 1934, the registrant has duly caused
           this report to be signed on its behalf by the
           undersigned thereunto duly authorized.



                               GE Capital Mortgage Services, Inc.


                               By:     /s/ Syed W. Ali
                                  -----------------------------
                                  Name:  Syed W. Ali
                                  Title:  Vice President



Dated as of September 24, 1998


                               11
<PAGE>


                            SIGNATURES



           Pursuant to the requirements of the Securities
           Exchange Act of 1934, the registrant has duly caused
           this report to be signed on its behalf by the
           undersigned thereunto duly authorized.



                               GE Capital Mortgage Services, Inc.


                               By:
                                  -----------------------------
                                  Name:  Syed W. Ali
                                  Title:  Vice President



Dated as of September 24, 1998


                               12
<PAGE>


                          EXHIBIT INDEX



The exhibits are being filed herewith:


- -----------------------------------------------------------------
 EXHIBIT NO.             DESCRIPTION                       PAGE
- -----------------------------------------------------------------

     1.1     The Underwriting Agreement, dated as
             of October 23, 1995, and the related Terms
             Agreement, dated as of September 23,
             1998, for certain of the Series 1998-15
             Certificates between GE Capital
             Mortgage Services, Inc.  and Salomon
             Smith Barney Inc.

     1.2     The Underwriting Agreement, dated as
             of March 21, 1996, and the related Terms
             Agreement, dated as of September 23,
             1998, for certain of the Series 1998-15
             Certificates between GE Capital
             Mortgage Services, Inc.  and Donaldson,
             Lufkin & Jenrette Securities Corporation.

     4.1     The Pooling and Servicing Agreement
             for the Series 1998-15 Certificates, dated
             as of September 1, 1998, between GE
             Capital Mortgage Services, Inc., as seller
             and servicer, and State Street Bank and
             Trust Company, as trustee.
- -----------------------------------------------------------------


                               13



                                                          EXECUTION







                GE CAPITAL MORTGAGE SERVICES, INC.

                    PASS-THROUGH CERTIFICATES
                       (Issuable in Series)

                      UNDERWRITING AGREEMENT


Salomon Brothers Inc                             New York, New York
Seven World Trade Center                           October 23, 1995
New York, New York 10048

Ladies and Gentlemen:

           GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey
(the "Company"), may offer for sale to you (the "Underwriter")
from time to time its Pass-Through Certificates evidencing
interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each
series, in one or more classes, in one or more offerings on terms
determined at the time of sale (each such series, a "Series" and
each such class, a "Class"). Each Series of the Certificates will
be issued under a separate Pooling and Servicing Agreement (each,
a "Pooling and Servicing Agreement") to be dated as of the
respective cut-off date (each, a "Cut-off Date") between the
Company, as seller and servicer, and State Street Bank and Trust
Company, as trustee (the "Trustee"). Capitalized terms used but
not defined herein shall have the meanings given to them in the
related Pooling and Servicing Agreement.

           The Certificates issued under each Pooling and
Servicing Agreement will represent the entire beneficial
ownership interest in a trust fund (the "Trust Fund") established
by such Pooling and Servicing Agreement. The assets of each Trust
Fund will consist primarily of a pool of conventional, fixed
rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity specified in the related Terms
Agreement referred to hereinbelow. If so specified in the related
Terms Agreement, one or more elections may be made to treat the
assets of each Trust Fund as a real estate mortgage investment
conduit (each, a "REMIC") for federal income tax purposes.



<PAGE>



           Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
Agreement through you, it will enter into an agreement with you
(the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such
Certificate Offering which the Company elects to make pursuant to
this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of
Certificates to be purchased by the Underwriter (the "Offered
Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price
or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.

           1.   Representations and Warranties.  (a) The Company
represents and warrants to and agrees with the Underwriter, as of
the date of the related Terms Agreement, that:

                        (i) The registration statement specified
           in the related Terms Agreement, on Form S-3, including
           a prospectus, has been filed with the Securities and
           Exchange Commission (the "Commission") for the
           registration under the Securities Act of 1933, as
           amended (the "Act"), of pass-through certificates
           issuable in series, which registration statement has
           been declared effective by the Commission. Such
           registration statement, as amended to the date of the
           related Terms Agreement, including any documents
           incorporated by reference therein pursuant to Item 12
           of Form S-3 under the Act which were filed under the
           Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), on or before the effective date of
           the Registration Statement, is hereinafter called the
           "Registration Statement," and such prospectus, as such
           prospectus is supplemented by a prospectus supplement
           relating to the Offered Certificates of the related
           Series, each in the form first filed after the date of
           the related Terms Agreement pursuant to Rule 424(b)
           under the Act, including any documents incorporated by
           reference therein pursuant to Item 12 of Form S-3
           under the Act which were filed under the Exchange Act
           on or before the date of such Prospectus Supplement
           (other than any such incorporated documents that
           relate to Collateral Term Sheets (as defined
           herein))(such prospectus supplement, including such
           incorporated documents (other than those that relate
           to Collateral Term Sheets), in the form first filed
           after the date of the related Terms Agreement pursuant
           to Rule 424(b) is hereinafter called the "Prospectus
           Supplement"), is


                               - 2 -

<PAGE>



           hereinafter called the "Prospectus". Any reference
           herein to the terms "amend," "amendment" or
           "supplement" with respect to the Registration
           Statement, the Prospectus or the Prospectus Supplement
           shall be deemed to refer to and include the filing of
           any document under the Exchange Act after the
           effective date of the Registration Statement or the
           issue date of the Prospectus or Prospectus Supplement,
           as the case may be, deemed to be incorporated therein
           by reference pursuant to Item 12 of Form S-3 under the
           Act.

                       (ii) The related Registration Statement,
           at the time it became effective, and the prospectus
           contained therein, and any amendments thereof and
           supplements thereto filed prior to the date of the
           related Terms Agreement, conformed in all material
           respects to the requirements of the Act and the rules
           and regulations of the Commission thereunder; on the
           date of the related Terms Agreement and on each
           Closing Date (as defined in Section 3 below), the
           related Registration Statement and the related
           Prospectus, and any amendments thereof and supplements
           thereto, will conform in all material respects to the
           requirements of the Act and the rules and regulations
           of the Commission thereunder; such Registration
           Statement, at the time it became effective, did not
           contain any untrue statement of a material fact or
           omit to state a material fact required to be stated
           therein or necessary to make the statements therein
           not misleading; such Prospectus, on the date of any
           filing pursuant to Rule 424(b) and on each Closing
           Date, will not include any untrue statement of a
           material fact or omit to state a material fact
           necessary to make the statements therein, in the light
           of the circumstances under which they are made, not
           misleading; and the Detailed Description referred to
           in such Prospectus, on each Closing Date and the date
           of any filing thereof under cover of Form 8-K, will
           not include any untrue statement of a material fact or
           omit to state any information which such Prospectus
           states will be included in such Detailed Description;
           provided, however, that the Company makes no
           representations or warranties as to the information
           contained in or omitted from (A) such Registration
           Statement or such Prospectus (or any supplement
           thereto) in reliance upon and in conformity with
           written information furnished to the Company by or on
           behalf of the Underwriter specifically for use in the
           preparation thereof or (B) any Current Report (as
           defined in Section 5(b) below), or in any amendment
           thereof or supplement thereto, incorporated by
           reference in such Registration Statement or such


                               - 3 -

<PAGE>



           Prospectus (or any amendment thereof or supplement
           thereto).

                      (iii) The Certificates of the related
           Series will conform to the description thereof
           contained in the related Prospectus; will each, if
           rated at the time of issuance in one of the two
           highest rating categories by a nationally recognized
           statistical rating organization, be when issued a
           "mortgage related security" as such term is defined in
           Section 3(a)(41) of the Exchange Act, and will each on
           the related Closing Date be duly and validly
           authorized, and, when validly executed, countersigned,
           issued and delivered in accordance with the related
           Pooling and Servicing Agreement and sold to you as
           provided herein and in the related Terms Agreement,
           will each be validly issued and outstanding and
           entitled to the benefits of the related Pooling and
           Servicing Agreement.

                       (iv) Neither the issuance nor sale of the
           Certificates of the related Series nor the
           consummation of any other of the transactions herein
           contemplated, nor the fulfillment of the terms hereof
           or of the related Terms Agreement, will conflict with
           any statute, order or regulation applicable to the
           Company of any court, regulatory body, administrative
           agency or governmental body having jurisdiction over
           the Company or with any organizational document of the
           Company or any instrument or any agreement under which
           the Company is bound or to which it is a party.

                        (v) This Agreement and the related Terms
           Agreement have been duly authorized, executed and
           delivered by the Company.

                      (vi) At or prior to the related Closing
           Date, the Company will have entered into the related
           Pooling and Servicing Agreement and, assuming the due
           authorization, execution and delivery thereof by the
           Trustee, such Pooling and Servicing Agreement (on such
           Closing Date) will constitute the valid and binding
           agreement of the Company enforceable in accordance
           with its terms, subject as to enforceability, to
           bankruptcy, insolvency, reorganization or other
           similar laws affecting creditors' rights and to
           general principles of equity (regardless of whether
           the enforceability of such Pooling and Servicing
           Agreement is considered in a proceeding in equity or
           at law).

           2.   Purchase and Sale.  Subject to the execution of
the Terms Agreement for a particular Certificate Offering and


                               - 4 -

<PAGE>



subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement and
such Terms Agreement, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the
Company, all, but not less than all, of the related Offered
Certificates at the purchase price therefor set forth in such
Terms Agreement (the "Purchase Price").

           The parties hereto agree that settlement for all
securities sold pursuant to this Agreement and the applicable
Terms Agreement shall take place on the settlement date agreed
upon at the time of the related transaction and set forth as the
"Closing Date" in such Terms Agreement and not as set forth in
Rule 15c6-1(a) of the Exchange Act.

           3. Delivery and Payment. Delivery of and payment for
the Offered Certificates of a Series shall be made at the offices
of Cleary, Gottlieb, Steen & Hamilton, New York, New York, at
10:00 A.M., New York City time, on the Closing Date specified in
the related Terms Agreement, which date and time may be postponed
by agreement between the Underwriter and the Company (such date
and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriter
against payment by the Underwriter of the Purchase Price thereof
to or upon the order of the Company by wire transfer in federal
or other immediately available funds or by check payable in
federal funds, as the Company shall specify no later than five
full business days prior to such Closing Date. Unless delivery is
made through the facilities of The Depository Trust Company, the
Offered Certificates shall be registered in such names and in
such authorized denominations as the Underwriter may request not
less than two full business days in advance of each Closing Date.

           The Company agrees to notify the Underwriter at least
two business days before each Closing Date of the exact principal
balance evidenced by the Offered Certificates and to have such
Offered Certificates available for inspection, checking and
packaging in New York, New York, no later than 12:00 noon on the
business day prior to such Closing Date.

           4. Offering by the Underwriter. It is understood that
the Underwriter proposes to offer the Offered Certificates of the
related Series for sale to the public as set forth in the related
Prospectus.

           5.   Agreements.  The Company agrees with the
Underwriter that:

                (a) The Company will cause the Prospectus as
      supplemented by a Prospectus Supplement relating to the
      Offered Certificates to be filed pursuant to Rule 424 under
      the Act and will promptly advise the Underwriter when such


                               - 5 -

<PAGE>



      Prospectus as so supplemented has been so filed, and prior
      to the termination of the Certificate Offering to which
      such Prospectus relates also will promptly advise the
      Underwriter (i) when any amendment to the related
      Registration Statement specifically relating to such
      Offered Certificates shall have become effective or any
      further supplement to such Prospectus has been filed, (ii)
      of any request by the Commission for any amendment of such
      Registration Statement or Prospectus or for any additional
      information, (iii) of the issuance by the Commission of any
      stop order suspending the effectiveness of such
      Registration Statement or the institution or threatening of
      any proceeding for that purpose and (iv) of the receipt by
      the Company of any written notification with respect to the
      suspension of the qualification of such Offered
      Certificates for sale in any jurisdiction or the initiation
      or threatening of any proceeding for such purpose. The
      Company will not file any amendment of the related
      Registration Statement or supplement to the related
      Prospectus (other than any amendment or supplement
      specifically relating to one or more Series of pass-through
      certificates other than the Series that includes the
      related Offered Certificates) unless the Company has
      furnished the Underwriter with a copy for its review prior
      to filing. The Company will use its best efforts to prevent
      the issuance of any such stop order and, if issued, to
      obtain as soon as possible the withdrawal thereof.

                (b) The Company will cause any Computational
      Materials and any Structural Term Sheets (each as defined
      in Section 8 below) with respect to the Offered
      Certificates of a Series that are delivered by the
      Underwriter to the Company pursuant to Section 8 to be
      filed with the Commission on a Current Report on Form 8-K
      (a "Current Report") pursuant to Rule 13a-11 under the
      Exchange Act on the business day immediately following the
      later of (i) the day on which such Computational Materials
      and Structural Term Sheets are delivered to counsel for the
      Company by the Underwriter prior to 10:30 a.m. and (ii) the
      date on which this Agreement is executed and delivered. The
      Company will cause one Collateral Term Sheet (as defined in
      Section 9 below) with respect to the Offered Certificates
      of a Series that is delivered by the Underwriter to the
      Company in accordance with the provisions of Section 9 to
      be filed with the Commission on a Current Report pursuant
      to Rule 13a-11 under the Exchange Act on the business day
      immediately following the day on which such Collateral Term
      Sheet is delivered to counsel for the Company by the
      Underwriter prior to 10:30 a.m. In addition, if at any time
      prior to the availability of the related Prospectus
      Supplement the Underwriter has delivered to any prospective
      investor a Collateral Term Sheet that reflects, in the
      reasonable


                               - 6 -

<PAGE>



      judgment of the Underwriter and the Company, a material
      change in the characteristics of the Mortgage Loans for the
      related Series from those on which a Collateral Term Sheet
      with respect to the related Series previously filed with
      the Commission was based, the Company will cause any such
      Collateral Term Sheet that is delivered by the Underwriter
      to the Company in accordance with the provisions of Section
      9 to be filed with the Commission on a Current Report on
      the business day immediately following the day on which
      such Collateral Term Sheet is delivered to counsel for the
      Company by the Underwriter prior to 10:30 a.m. In each
      case, the Company will promptly advise the Underwriter when
      such Current Report has been so filed. Each such Current
      Report shall be incorporated by reference in the related
      Prospectus and the related Registration Statement.
      Notwithstanding the five preceding sentences, the Company
      shall have no obligation to file any materials provided by
      the Underwriter pursuant to Sections 8 and 9 which, in the
      reasonable determination of the Company after making
      reasonable efforts to consult with the Underwriter, are not
      required to be filed pursuant to the Kidder Letters or the
      PSA Letter (each as defined in Section 8 below), or which
      contain erroneous information or contain any untrue
      statement of a material fact or, when read in conjunction
      with the Prospectus and Prospectus Supplement, omit to
      state a material fact required to be stated therein or
      necessary to make the statements therein not misleading; it
      being understood, however, that the Company shall have no
      obligation to review or pass upon the accuracy or adequacy
      of, or to correct, any Computational Materials, Structural
      Term Sheets or Collateral Term Sheets provided by the
      Underwriter to the Company pursuant to Section 8 or Section
      9 hereof.

                (c) If, at any time when a prospectus relating to
      the Offered Certificates of a Series is required to be
      delivered under the Act, any event occurs as a result of
      which the related Prospectus as then amended or
      supplemented would include any untrue statement of a
      material fact or omit to state any material fact necessary
      to make the statements therein in light of the
      circumstances under which they were made not misleading, or
      if it shall be necessary at any time to amend or supplement
      the related Prospectus to comply with the Act or the rules
      thereunder, the Company promptly will prepare and file with
      the Commission, subject to paragraph (a) of this Section 5,
      an amendment or supplement which will correct such
      statement or omission or an amendment which will effect
      such compliance; provided, however, that the Company will
      not be required to file any such amendment or supplement
      with respect to any Computational Materials, Structural
      Term Sheets or Collateral Term Sheets incorporated by
      reference in the


                               - 7 -

<PAGE>



      Prospectus other than any amendments or supplements of such
      Computational Materials or Structural Term Sheets that are
      furnished to the Company by the Underwriter pursuant to
      Section 8(e) hereof or any amendments or supplements of
      such Collateral Term Sheets that are furnished to the
      Company by the Underwriter pursuant to Section 9(d) hereof
      which the Company determines to file in accordance
      therewith.

                (d) The Company will furnish to the Underwriter
      and counsel for the Underwriter, without charge, as many
      signed copies of the related Registration Statement
      (including exhibits thereto) and, so long as delivery of a
      prospectus by the Underwriter or dealer may be required by
      the Act, as many copies of the related Prospectus and any
      supplements thereto (other than exhibits to the related
      Current Report) as the Underwriter may reasonably request.

                (e) The Company will furnish such information,
      execute such instruments and take such actions as may be
      reasonably requested by the Underwriter to qualify the
      Offered Certificates of a Series for sale under the laws of
      such jurisdictions as the Underwriter may designate, to
      maintain such qualifications in effect so long as required
      for the distribution of such Offered Certificates and to
      determine the legality of such Offered Certificates for
      purchase by institutional investors; provided, however,
      that the Company shall not be required to qualify to do
      business in any jurisdiction where it is not qualified on
      the date of the related Terms Agreement or to take any
      action which would subject it to general or unlimited
      service of process in any jurisdiction in which it is not,
      on the date of the related Terms Agreement, subject to such
      service of process.

                (f) So long as the Offered Certificates of a
      Series are outstanding, the Company will furnish to the
      Underwriter copies of the annual independent public
      accountants' servicing report furnished to the Trustee
      pursuant to Section 3.13 of the related Pooling and
      Servicing Agreement.

                (g) Whether or not the transactions contemplated
      hereby and by the related Terms Agreement shall be
      consummated, the Company shall be responsible for the
      payment of any costs and expenses for which details are
      submitted, in connection with the performance of its
      obligations under this Agreement and the related Terms
      Agreement, including, without limitation, (a) the cost and
      expenses of printing or otherwise reproducing the related
      Registration Statement or Prospectus, this Agreement, the
      related Terms Agreement, the related Pooling and Servicing
      Agreement and the Offered Certificates, and (b) the cost of
      delivering the related Offered Certificates to the office
      of


                               - 8 -

<PAGE>



      the Underwriter, insured to the satisfaction of the
      Underwriter (it being understood that, except as provided
      in this paragraph (f) and in Section 7 hereof, the
      Underwriter will pay all its own costs and expenses,
      including the fees of Brown & Wood, counsel for the
      Underwriter, transfer taxes on resale of any Offered
      Certificates by it, advertising expenses connected with any
      offers that it may make, the fees of KPMG Peat Marwick with
      respect to its letters furnished pursuant to Section 6(i)
      of the Agreement and any letter furnished pursuant to the
      last sentence of Section 6(h) hereof, the fees of any firm
      of public accountants selected by the Underwriter with
      respect to their letter furnished pursuant to Section 8(c)
      of the Agreement and any other costs and expenses specified
      in the related Terms Agreement as "Additional Expenses").

           6. Conditions to the Obligations of the Underwriter.
The obligations of the Underwriter to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:

                (a) No stop order suspending the effectiveness of
      the related Registration Statement shall have been issued
      and no proceedings for that purpose shall have been
      instituted or threatened.

                (b) Cleary, Gottlieb, Steen & Hamilton, counsel
      for the Company, shall have furnished to the Underwriter an
      opinion, dated the related Closing Date, to the effect
      that:

                        (i) this Agreement and the related Terms
           Agreement have been duly executed and delivered by the
           Company under the law of the State of New York;

                       (ii) the related Pooling and Servicing
           Agreement has been duly executed and delivered by the
           Company under the law of the State of New York and is
           a legal, valid and binding agreement of the Company
           enforceable against the Company in accordance with its
           terms;

                      (iii)    the Offered Certificates, when duly
           executed and countersigned by the Trustee in accordance


                               - 9 -

<PAGE>



           with the related Pooling and Servicing Agreement, will
           be validly issued and outstanding and entitled to the
           benefits of such Pooling and Servicing Agreement;

                       (iv) the related Pooling and Servicing
           Agreement is not required to be qualified under the
           Trust Indenture Act of 1939, as amended, and the trust
           created thereunder is not required to be registered
           under the Investment Company Act of 1940, as amended;

                        (v) such counsel confirms that (based
           solely upon telephone confirmation from a
           representative of the Commission) the related
           Registration Statement is effective under the Act and,
           to the best of such counsel's knowledge, no stop order
           with respect thereto has been issued, and no
           proceeding for that purpose has been instituted or
           threatened by the Commission; such Registration
           Statement (except the financial statements and
           schedules and other financial and statistical data
           included therein and the documents incorporated by
           reference therein, as to which such counsel need
           express no view), at the time it became effective and
           the related Prospectus (except the financial
           statements and schedules and the other financial and
           statistical data included therein, the documents
           incorporated by reference therein and the information
           included in the second sentence of the antepenultimate
           paragraph, the first sentence of the penultimate
           paragraph, and the last paragraph of the cover page of
           such Prospectus Supplement and in the second and
           fourth sentences of the first paragraph under the
           heading "Plan of Distribution" therein, as to which
           such counsel need express no view), as of the date of
           the Prospectus Supplement appeared on their face to be
           appropriately responsive in all material respects to
           the requirements of the Act and the rules and
           regulations thereunder; and no information has come to
           the attention of such counsel that causes it to
           believe that (A) such Registration Statement (except
           the financial statements and schedules and the other
           financial and statistical data included therein and
           the documents incorporated by reference therein, as to
           which such counsel need express no view) at the time
           it became effective, contained an untrue statement of
           a material fact or omitted to state a material fact
           required to be stated therein or necessary to make the
           statements therein not misleading or (B) such
           Prospectus or any amendment or supplement thereto
           (except the financial statements and schedules and the
           other financial and statistical data included therein,
           the documents incorporated by reference therein and
           the information included in the second sentence of the


                              - 10 -

<PAGE>



           antepenultimate paragraph, the first sentence of the
           penultimate paragraph, and the last paragraph of the
           cover page of such Prospectus Supplement and in the
           second and fourth sentences of the first paragraph
           under the heading "Plan of Distribution" therein, as
           to which such counsel need express no view), as of the
           date of the Prospectus Supplement, or at the related
           Closing Date, contained or contains an untrue
           statement of a material fact or omitted or omits to
           state a material fact necessary in order to make the
           statements therein, in the light of the circumstances
           under which they were made, not misleading;

                       (vi) the statements set forth under the
           heading "Description of the Certificates" in the
           related Prospectus, insofar as such statements purport
           to summarize certain provisions of the related Pooling
           and Servicing Agreement and the related Offered
           Certificates, provide a fair summary of such
           provisions;

                      (vii) the statements set forth in in the
           related Prospectus under the headings "Certain Legal
           Aspects of the Mortgage Loans and Contracts -- The
           Mortgage Loans", "Certain Federal Income Tax
           Consequences" (insofar as they relate specifically to
           the purchase, ownership and disposition of the related
           Offered Certificates) and "ERISA Considerations"
           (insofar as they relate specifically to the purchase,
           ownership and disposition of such Offered
           Certificates), to the extent that they constitute
           matters of law or legal conclusions, provide a fair
           summary of such law or conclusions;

                     (viii) assuming compliance with all
           provisions of the related Pooling and Servicing
           Agreement, for federal income tax purposes, (A) if any
           election is made to treat the assets of the Trust Fund
           as a REMIC: the related Trust Fund (and any specified
           subgrouping therein) will qualify as a REMIC pursuant
           to Section 860D of the Internal Revenue Code of 1986,
           as amended (the "Code"), each Class of Certificates of
           the related Series, other than the related Residual
           Class or Classes, will constitute a class of "regular
           interests" in the related REMIC within the meaning of
           the Code, and each Class of such Certificates
           specified in the related Prospectus as a Class of
           Residual Certificates will constitute the "residual
           interest" in the related REMIC within the meaning of
           the Code; (B) if no such REMIC election is made: the
           Trust Fund will be treated as a "grantor trust"; and



                              - 11 -

<PAGE>



                       (ix) assuming that some or all of the
           Offered Certificates of the related Series shall be
           rated at the time of issuance in one of the two
           highest rating categories by a nationally recognized
           statistical rating organization, each Offered
           Certificate so rated will be at the time of issuance,
           a "mortgage related security" as such term is defined
           in Section 3(a)(41) of the Exchange Act.

      Such opinion may express its reliance as to factual matters
      on the representations and warranties made by, and on
      certificates or other documents furnished by, officers of
      the parties to this Agreement, the related Terms Agreement
      or the related Pooling and Servicing Agreement. Such
      opinion may assume the due authorization, execution and
      delivery of the instruments and documents referred to
      therein by the parties thereto other than the Company. Such
      opinion may be qualified, insofar as it concerns the
      enforceability of the documents referred to therein, to the
      extent that such enforceability may be limited by
      bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights in
      general and by general equity principles (regardless of
      whether such enforcement is considered in a proceeding in
      equity or at law). Such opinion may be further qualified as
      expressing no opinion as to (x) the statements in the
      related Prospectus under the heading "Certain Legal Aspects
      of the Mortgage Loans and Contracts -- The Mortgage Loans"
      except insofar as such statements relate to the laws of the
      State of New York and the laws of the United States, and
      (y) the statements in such Prospectus under the headings
      "ERISA Considerations" and "Certain Federal Income Tax
      Consequences" except insofar as such statements relate to
      the laws of the United States. In addition, such opinion
      may be qualified as an opinion only on the law of the State
      of New York and the federal law of the United States of
      America.

                (c) The General Counsel for the Company shall
      have furnished to the Underwriter an opinion, dated the
      related Closing Date, to the effect that:

                        (i) The Company has been duly
           incorporated and is validly existing as a corporation
           in good standing under the laws of the State of New
           Jersey, with corporate power to own its properties, to
           conduct its business as described in the related
           Prospectus and to enter into and perform its
           obligations under this Agreement, the related Terms
           Agreement, the related Pooling and Servicing Agreement
           and the Certificates of the related Series;



                              - 12 -

<PAGE>



                       (ii) The Company has full power and
           authority to sell and service the related Mortgage
           Loans as contemplated herein and in the related
           Pooling and Servicing Agreement;

                      (iii) No consent, approval, authorization
           or order of any court or governmental agency or body
           is required for the consummation by the Company of the
           transactions contemplated herein or in the related
           Pooling and Servicing Agreement, except such as may be
           required under the blue sky laws of any jurisdiction
           and such other approvals as have been obtained;

                       (iv) Neither the issuance of the
           Certificates of the related Series nor delivery of the
           related Offered Certificates, nor the consummation of
           any other of the transactions contemplated in this
           Agreement, the related Terms Agreement or the related
           Pooling and Servicing Agreement, nor the fulfillment
           of the terms of the related Certificates, the related
           Pooling and Servicing Agreement, this Agreement or the
           related Terms Agreement will conflict with or violate
           any term or provision of the articles of incorporation
           or by-laws of the Company or any statute, order or
           regulation applicable to the Company of any court,
           regulatory body, administrative agency or governmental
           body having jurisdiction over the Company and will not
           conflict with, result in a breach or violation or the
           acceleration of or constitute a default under the
           terms of any indenture or other agreement or
           instrument known to such counsel to which the Company
           is a party or by which it is bound; and

                        (v) There are no actions, proceedings or
           investigations pending or, to the best knowledge of
           such counsel, threatened before any court,
           administrative agency or other tribunal (i) asserting
           the invalidity of this Agreement, the related Terms
           Agreement, the related Pooling and Servicing Agreement
           or the related Certificates, (ii) seeking to prevent
           the issuance of the Certificates of the related Series
           or the consummation by the Company of any of the
           transactions contemplated by this Agreement, such
           Terms Agreement or such Pooling and Servicing
           Agreement, or (iii) which might materially and
           adversely affect the performance by the Company of its
           obligations under, or the validity or enforceability
           of, this Agreement, such Terms Agreement, such Pooling
           and Servicing Agreement or the related Certificates.

      In rendering her opinion such counsel may rely as to
      matters of fact, to the extent deemed proper and as stated
      therein,


                              - 13 -

<PAGE>



      on certificates of responsible officers of the Company or
      public officials. In addition, such opinion may be
      qualified as an opinion only on the laws of the State of
      New Jersey.

                (d) The Underwriter shall have received from
      Brown & Wood, counsel for the Underwriter, such opinion or
      opinions, dated the related Closing Date, with respect to
      the issuance and sale of the Certificates of the related
      Series, the related Registration Statement, the related
      Prospectus and such other related matters as the
      Underwriter may reasonably require, and the Company shall
      have furnished to such counsel such documents as the
      Underwriter may reasonably request for the purpose of
      enabling them to pass upon such matters.

                (e) The Company shall have furnished to the
      Underwriter a certificate of the Company, signed by the
      President or any Vice President and the Senior Vice
      President-Finance or the principal financial or accounting
      officer of the Company, dated the related Closing Date, to
      the effect that the signers of such certificate have
      carefully examined the related Registration Statement
      (excluding any Current Reports and any other documents
      incorporated by reference therein), the related Prospectus,
      the Detailed Description referred to in such Prospectus
      (excluding any related Current Report), this Agreement and
      the related Terms Agreement and that:

                        (i) the representations and warranties of
           the Company in this Agreement are true and correct in
           all material respects on and as of the related Closing
           Date with the same effect as if made on such Closing
           Date, and the Company has complied with all the
           agreements and satisfied all the conditions on its
           part to be performed or satisfied at or prior to such
           Closing Date;

                       (ii) no stop order suspending the
           effectiveness of such Registration Statement has been
           issued and no proceedings for that purpose have been
           instituted or, to their knowledge, threatened; and

                      (iii) nothing has come to their attention
           that would lead them to believe that such Registration
           Statement (excluding any Current Report) contains any
           untrue statement of a material fact or omits to state
           any material fact required to be stated therein or
           necessary to make the statements therein not
           misleading, that the related Prospectus (excluding any
           related Current Report) contains any untrue statement
           of a material fact or omits to state a material fact


                              - 14 -

<PAGE>



           required to be stated therein or necessary to make the
           statements therein, in the light of the circumstances
           under which they were made, not misleading, or that
           the Detailed Description referred to in such
           Prospectus includes any untrue statement of a material
           fact or omits to state any information which the
           Prospectus states will be included in such Detailed
           Description.

                (f) Peabody & Arnold, counsel for the Trustee,
      shall have furnished to the Underwriter an opinion, dated
      the related Closing Date, to the effect that:

                        (i) the Trustee has been duly
           incorporated and is validly existing as a corporation
           in good standing under the laws of the Commonwealth of
           Massachusetts with corporate power to own its
           properties and conduct its business as presently
           conducted by it, to conduct business as a trustee and
           to enter into and perform its obligations under the
           related Pooling and Servicing Agreement;

                       (ii) the related Pooling and Servicing
           Agreement has been duly authorized, executed and
           delivered by the Trustee and constitutes the legal,
           valid and binding agreement of the Trustee enforceable
           against the Trustee in accordance with its terms,
           subject to bankruptcy, insolvency, fraudulent
           conveyance, reorganization or other similar laws
           affecting the enforcement of creditors' rights
           generally and to judicial discretion, and general
           principles of equity (regardless of whether
           enforcement is sought in a proceeding in equity or at
           law);

                      (iii)    the Trustee has duly accepted its
           appointment as trustee under the related Pooling and
           Servicing Agreement;

                       (iv) no consent, approval, authorization
           or order of any Massachusetts or federal court or
           government agency or body is required on the part of
           the Trustee for the consummation of the transactions
           contemplated in the related Pooling and Servicing
           Agreement, except such as may be required under any
           federal or state securities law; and

                        (v) the performance on the part of the
           Trustee of any of the transactions contemplated in the
           related Pooling and Servicing Agreement does not
           conflict with or result in a breach or violation of
           any term or provision of, or constitute a default
           under, the Articles of Organization, as amended, or
           By-Laws of the Trustee, or any Massachusetts or
           federal statute or


                              - 15 -

<PAGE>



           regulation applicable to the Trustee, or to such
           counsel's knowledge, any indenture or other agreement
           or instrument to which the Trustee is a party or by
           which it is bound, or, to such counsel's knowledge,
           any order of any state or federal court, regulatory
           body, administrative agency or governmental body
           having jurisdiction over the Trustee.

      In addition, such counsel shall furnish to the Underwriter
      such opinions as to the treatment of the Trust Fund for
      purposes of Massachusetts tax law as are reasonably
      satisfactory to the Underwriter.

                (g) KPMG Peat Marwick LLP shall have furnished to
      the Underwriter a letter, dated as of the date of the
      related Terms Agreement, in form and substance satisfactory
      to the Underwriter, stating in effect that they have
      performed certain specified procedures as a result of which
      they have determined that such information as the
      Underwriter may reasonably request of an accounting,
      financial or statistical nature (which is limited to
      accounting, financial or statistical information derived
      from the general accounting records of the Company) set
      forth in the related Prospectus Supplement under the
      caption "Delinquency and Foreclosure Experience of the
      Company" agrees with the accounting records of the Company,
      excluding any questions of legal interpretation.

                (h) KPMG Peat Marwick LLP shall have furnished to
      the Underwriter a letter, dated as of the related Closing
      Date, in form and substance satisfactory to the
      Underwriter, stating in effect that they have performed
      certain specified procedures as a result of which they have
      determined that such information as the Underwriter may
      reasonably request of an accounting, financial or
      statistical nature (which is limited to accounting,
      financial or statistical information derived from the
      general accounting records of the Company and which is
      obtained from an analysis of a sample of the Mortgage Loans
      included in the related pool) set forth in the related
      Prospectus Supplement under the caption "Description of the
      Mortgage Pool and the Mortgaged Properties" or "Description
      of the Mortgage Pools and the Mortgaged Properties", as the
      case may be, and in the Detailed Description relating to
      such Prospectus Supplement is mutually consistent and
      agrees with the accounting records of the Company and,
      where applicable, the related Mortgage Loan files of the
      Company, excluding any questions of legal interpretation.
      In addition, if applicable, such accountants shall have
      furnished to the Underwriter a letter, dated as of the
      related Closing Date, which shall include a statement or
      statements to the effect that based upon the assumptions
      and methodology agreed to by the


                              - 16 -

<PAGE>



      Company (and which is consistent with the manner in which
      any final PAC Balances, TAC Balances, Scheduled Balances,
      Maximum and Minimum Scheduled Balances or any other
      scheduled balances are to be calculated as set forth in the
      related Prospectus), all of which shall be described by
      reference in such letter, such accountants shall have
      verified the mathematical accuracy of any final PAC
      Balances Table, TAC Balances Table, Scheduled Balances
      Table, Maximum or Minimum Scheduled Balances Table or other
      scheduled balances table attached as an exhibit to the
      related Pooling and Servicing Agreement.

                (i) KPMG Peat Marwick LLP shall have furnished to
      the Underwriter and the Company a letter or letters, dated
      as of the date of the related Terms Agreement, in form and
      substance satisfactory to the Underwriter and the Company,
      including, without limitation, statements, if applicable,
      to the effect that:

                      (i) based upon the assumptions and
           methodology set forth in the related Prospectus, all
           of which shall be described by reference in such
           letter, they recomputed the percentages of initial
           principal balance outstanding as of each of the
           Distribution Dates (as defined in such Prospectus)
           indicated and the weighted average lives of each Class
           of Offered Certificates at each of the indicated
           percentages of the applicable Prepayment Assumption,
           and they compared the recomputed percentages and
           weighted average lives to the corresponding
           percentages and weighted average lives set forth in
           the related tables and found them to be in agreement;

                     (ii) based upon the assumptions and
           methodology set forth in such Prospectus, all of which
           shall be described by reference in such letter, they
           have verified the mathematical accuracy of any
           Scheduled Final Distribution Dates for the Offered
           Certificates, PAC Balances, TAC Balances, Scheduled
           Balances, Maximum and Minimum Scheduled Balances or
           any other scheduled balances set forth in such
           Prospectus for each indicated Distribution Date, and
           have verified the mathematical accuracy of any initial
           Effective Ranges of any PAC Certificates, Scheduled
           Certificates or other scheduled Certificates set forth
           in such Prospectus; and

                    (iii) based upon the assumptions and
           methodology set forth in such Prospectus, all of which
           shall be described by reference in such letter, they
           have verified the mathematical accuracy of the pre-tax
           yields to maturity and, if applicable, aggregate cash


                              - 17 -

<PAGE>



           flows of any Class of Certificates for which such
           pre-tax yields and, if applicable, aggregate cash
           flows are set forth in such Prospectus at the
           indicated percentages of the Prepayment Assumption
           and, if applicable, at the indicated values of COFI,
           LIBOR or any other index, as applicable.

                (j) The Offered Certificates of the related
      Series shall have received the ratings specified in the
      related Terms Agreement (the "Required Ratings").

                (k) Prior to the related Closing Date, the
      Company shall have furnished to the Underwriter such
      further information, certificates and documents as the
      Underwriter may reasonably request.

                (l) If any Certificates of the related Series are
      to be sold to any other underwriter and/or offered in
      reliance upon an exemption from the registration
      requirements of the Act, the sale at or prior to the
      related Closing Date of such Certificates to the purchaser
      thereof shall have occurred.

                (m) Subsequent to the date of the related Terms
      Agreement, there shall not have been any change, or any
      development involving a prospective change, in or affecting
      the business or properties of the Company which the
      Underwriter concludes in its judgment, after consultation
      with the Company, materially impairs the investment quality
      of the Offered Certificates of the related Series so as to
      make it impractical or inadvisable to proceed with the
      public offering or the delivery of such Offered
      Certificates as contemplated by the related Prospectus.

           If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects with
respect to the particular Offered Certificates of a Series when
and as provided in this Agreement and the related Terms
Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and its
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriter hereunder (with respect to the related Offered
Certificates) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.

           7.   Indemnification and Contribution.  (a) The Company
agrees to indemnify and hold harmless the Underwriter and each


                              - 18 -

<PAGE>



person who controls the Underwriter within the meaning of the Act
or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act, or other
Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement relating to the
Offered Certificates of the applicable Series as it became
effective or in any amendment or supplement thereof, or in such
Registration Statement or the related Prospectus, or in any
amendment thereof, or in the Detailed Description referred to in
such Prospectus or arise out of or are based upon the omission or
alleged omission (in the case of any Computational Materials or
ABS Term Sheets (in each case, as defined herein) in respect of
which the Company agrees to indemnify the Underwriter, as set
forth below, when such are read in conjunction with the related
Prospectus and Prospectus Supplement) to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made
therein (A) in reliance upon and in conformity with written
information furnished to the Company as herein stated by or on
behalf of the Underwriter specifically for use in connection with
the preparation thereof or (B) in any Current Report or any
amendment or supplement thereof, except to the extent that any
untrue statement or alleged untrue statement therein or omission
therefrom results (or is alleged to have resulted) directly from
an error (a "Mortgage Pool Error") in the information concerning
the characteristics of the Mortgage Loans furnished by the
Company to the Underwriter in writing or by electronic
transmission that was used in the preparation of either (x) any
Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic
materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Corrected
Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof
if such person did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such


                              - 19 -

<PAGE>



Certificates and the untrue statement or omission of a material
fact contained in such Prospectus (or supplement thereto) was
corrected (a "Corrected Statement") in such other supplement and
such supplement was furnished by the Company to the Underwriter
prior to the delivery of such confirmation, and (iii) such
indemnity with respect to any Mortgage Pool Error shall not inure
to the benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials (or any
written or electronic materials on which the Computational
Materials are based) or ABS Term Sheets that were prepared on the
basis of such Mortgage Pool Error, if, prior to the time of
confirmation of the sale of the applicable Certificates to such
person, the Company notified the Underwriter in writing of the
Mortgage Pool Error or provided in written or electronic form
information superseding or correcting such Mortgage Pool Error
(in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to
such person corrected Computational Materials (or underlying
written or electronic materials) or ABS Term Sheets. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.

           (b) The Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement relating to the Offered
Certificates of the applicable Series, and each person who
controls the Company within the meaning of the Act or the
Exchange Act to the same extent as the foregoing indemnities from
the Company to the Underwriter, but only with reference to (A)
written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity with respect to
the related Series, or (B) any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 and
incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except
that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof, resulting
from any Mortgage Pool Error, other than a Corrected Mortgage
Pool Error). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the second sentence
of the ante-penultimate paragraph, the first sentence of the
penultimate paragraph, and in the last paragraph appearing on the
cover page of the related Prospectus Supplement as such
statements relate to such Offered Certificates and the second
sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements
relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the


                              - 20 -

<PAGE>



Underwriter for inclusion in the related Prospectus (other than
any Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) furnished to the Company by the
Underwriter), and the Underwriter confirms that such statements
are correct.

           (c) Promptly after receipt by an indemnified party
under Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a)
or (b), representing the indemnified parties under subparagraph
(a) or (b), who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).


                              - 21 -

<PAGE>




           (d) If the indemnification provided for in paragraph
(a) or (b) of this Section 7 is due in accordance with its terms
but is for any reason held by a court to be unavailable from the
Company or the Underwriter, on grounds of policy or otherwise, or
if the indemnified party failed to give notice under paragraph
(c) of this Section 7 in respect of a claim otherwise subject to
indemnification in accordance with paragraph (a) or (b) of this
Section 7, the Company and the Underwriter shall contribute to
the aggregate losses, claims, damages and liabilities (including
legal and other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and the
Underwriter may be subject, as follows:

           (i) in the case of any losses, claims, damages and
      liabilities (or actions in respect thereof) which do not
      arise out of or are not based upon any untrue statement or
      omission of a material fact in any Computational Materials
      or ABS Term Sheets (or any amendments or supplements
      thereof), in such proportion so that the Underwriter is
      responsible for that portion represented by the difference
      between the proceeds to the Company in respect of the
      Offered Certificates appearing on the cover page of the
      Prospectus Supplement for the related Series and the total
      proceeds received by the Underwriter from the sale of such
      Offered Certificates (the "Underwriting Discount"), and the
      Company is responsible for the balance; provided, however,
      that in no case shall the Underwriter be responsible under
      this subparagraph (i) for any amount in excess of such
      Underwriting Discount applicable to the Offered
      Certificates purchased by the Underwriter pursuant to this
      Agreement and the related Terms Agreement; and

          (ii) in the case of any losses, claims, damages and
      liabilities (or actions in respect thereof) which arise out
      of or are based upon any untrue statement or omission of a
      material fact in any Computational Materials or ABS Term
      Sheets (or any amendments or supplements thereof) or in any
      written or electronic materials distributed to prospective
      investors on which the Computational Materials are based,
      in such proportion as is appropriate to reflect the
      relative fault of the Company on the one hand and the
      Underwriter on the other in connection with the statements
      or omissions which resulted in such losses, claims, damages
      or liabilities (or actions in respect thereof) as well as
      any other relevant equitable considerations. The relative
      fault shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a
      material fact or the omission or alleged omission to state
      a material fact in such Computational Materials or ABS Term
      Sheets (or any amendments or supplements thereof or such
      written or electronic materials) results from information
      prepared by the Company on the one hand or the Underwriter
      on the other


                              - 22 -

<PAGE>



      and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such
      statement or omission.

Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person
who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
the Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
immediately preceding sentence of this paragraph (d).

           8. Computational Materials and Structural Term Sheets.
(a) Not later than 10:30 a.m., New York time, on the business day
before the date on which the Current Report relating to the
Offered Certificates of a Series is required to be filed by the
Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i)
"Computational Materials" within the meaning of the no-action
letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May
27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of
the relief granted in such letter (such materials being the
"Computational Materials"), and (ii) "Structural Term Sheets"
within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA
Letter") and the filing of such material is a condition of the
relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to
this paragraph (a) shall be effected by delivering four copies of
such materials to counsel for the Company on behalf of the
Company at the address specified in Section 3 hereof and one copy
of such materials to the Company.

           (b) The Underwriter represents and warrants to and
agrees with the Company, as of the date of the related Terms
Agreement and as of the Closing Date, that:



                              - 23 -

<PAGE>



                (i) the Computational Materials furnished to the
           Company pursuant to Section 8(a) constitute (either in
           original, aggregated or consolidated form) all of the
           materials furnished to prospective investors by the
           Underwriter prior to the time of delivery thereof to
           the Company that are required to be filed with the
           Commission with respect to the related Offered
           Certificates in accordance with the Kidder Letters,
           and such Computational Materials comply with the
           requirements of the Kidder Letters;

               (ii) the Structural Term Sheets furnished to the
           Company pursuant to Section 8(a) constitute all of the
           materials furnished to prospective investors by the
           Underwriter prior to the time of delivery thereof to
           the Company that are required to be filed with the
           Commission as "Structural Term Sheets" with respect to
           the related Offered Certificates in accordance with
           the PSA Letter, and such Structural Term Sheets comply
           with the requirements of the PSA Letter;

              (iii) on the date any such Computational Materials
           or Structural Term Sheets with respect to such Offered
           Certificates (or any written or electronic materials
           furnished to prospective investors on which the
           Computational Materials are based) were last furnished
           to each prospective investor and on the date of
           delivery thereof to the Company pursuant to Section
           8(a) and on the related Closing Date, such
           Computational Materials (or such other materials) or
           Structural Term Sheets did not and will not include
           any untrue statement of a material fact or, when read
           in conjunction with the related Prospectus and
           Prospectus Supplement, omit to state a material fact
           required to be stated therein or necessary to make the
           statements therein not misleading;

              (iv) the Underwriter has not represented to any
           prospective investor that any Computational Materials
           or Structural Term Sheets with respect to any Series
           were prepared or disseminated on behalf of the
           Company, and all Computational Materials and
           Structural Term Sheets furnished to prospective
           investors (and all written and electronic materials
           furnished to prospective investors on which the
           Computational Materials are based) included a
           disclaimer to the effect set forth in Section 8(d);
           and

                (v) at the time any Computational Materials (or
           any written or electronic materials furnished to
           prospective investors on which the Computational
           Materials are based) with respect to such Offered


                              - 24 -

<PAGE>



           Certificates were furnished to a prospective investor
           and on the date of the related Terms Agreement, the
           Underwriter possessed, and on the date of delivery of
           such materials to the Company pursuant to this Section
           8 and on the related Closing Date, the Underwriter
           will possess, the capability, knowledge, expertise,
           resources and systems of internal control necessary to
           ensure that such Computational Materials conform to
           the representations and warranties of the Underwriter
           contained in subparagraphs (i) and (iii) above of this
           paragraph (b).

Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Computational
Materials or Structural Term Sheets (or any written or electronic
materials on which the Computational Materials are based)
included or will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by
the Underwriter from the Company of notice of such Corrected
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).

           (c) The Underwriter shall cause a firm of public
accountants to furnish to the Company a letter, dated as of the
date on which the Underwriter delivers any Computational
Materials (which term shall be deemed to include, for purposes of
this paragraph (c), calculated statistical information delivered
to prospective investors in the form of a Structural Term Sheet)
to the Company pursuant to Section 8(a), in form and substance
satisfactory to the Company, stating in effect that they have
verified the mathematical accuracy of any calculations performed
by the Underwriter and set forth in such Computational Materials.

           (d) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after October 11, 1995 included
and shall include a disclaimer in form satisfactory to the
Company to the effect that such materials have been prepared and
disseminated solely by and on behalf of the Underwriter, and that
the Company has not reviewed or participated in the preparation
or dissemination of such materials and is not responsible for the
contents or accuracy thereof. The Underwriter agrees that it will
not represent to prospective investors that any Computational
Materials or Structural Term Sheets were prepared or disseminated
on behalf of the Company.



                              - 25 -

<PAGE>



           (e) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus
Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any
such amendment or supplement will include any untrue statement
resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to any such amendment
or supplement prepared after the receipt by the Underwriter from
the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool
Error). The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (e) or (ii) such filing is not required under the
Act.

           9. Collateral Term Sheets. (a) Prior to the delivery
of any "Collateral Term Sheet" within the meaning of the PSA
Letter, the filing of which material is a condition of the relief
granted in such letter (such material being the "Collateral Term
Sheets"), to a prospective investor in any Offered Certificates,
the Underwriter shall, in order to facilitate the timely filing
of such material with the


                              - 26 -

<PAGE>



Commission, notify the Company and its counsel by telephone of
its intention to deliver such materials and the approximate date
on which the first such delivery of such materials is expected to
occur. Not later than 10:30 a.m., New York time, on the business
day immediately following the date on which any Collateral Term
Sheet was first delivered to a prospective investor in such
Offered Certificates, the Underwriter shall deliver to the
Company five complete copies of all materials provided by the
Underwriter to prospective investors in the Offered Certificates
which constitute "Collateral Term Sheets." Each delivery of a
Collateral Term Sheet to the Company pursuant to this paragraph
(a) shall be effected by delivering four copies of such materials
to counsel for the Company on behalf of the Company at the
address specified in Section 3 hereof and one copy of such
materials to the Company. (Collateral Term Sheets and Structural
Term Sheets are, together, referred to herein as "ABS Term
Sheets.") At the time of each such delivery, the Underwriter
shall indicate in writing that the materials being delivered
constitute Collateral Term Sheets, and, if there has been any
prior such delivery with respect to the related Series, shall
indicate whether such materials differ in any material respect
from any Collateral Term Sheets previously delivered to the
Company with respect to such Series pursuant to this Section 9(a)
as a result of the occurrence of a material change in the
characteristics of the related Mortgage Loans.

           (b) The Underwriter represents and warrants to and
agrees with the Company as of the date of the related Terms
Agreement and as of the Closing Date, that:

                     (i) The Collateral Term Sheets furnished to
      the Company pursuant to Section 9(a) constitute all of the
      materials furnished to prospective investors by the
      Underwriter prior to time of delivery thereof to the
      Company that are required to be filed with the Commission
      as "Collateral Term Sheets" with respect to the related
      Offered Certificates in accordance with the PSA Letter, and
      such Collateral Term Sheets comply with the requirements of
      the PSA Letter;

                    (ii) On the date any such Collateral Term
      Sheets with respect to such Offered Certificates were last
      furnished to each prospective investor and on the date of
      delivery thereof to the Company pursuant to Section 9(a)
      and on the related Closing Date, such Collateral Term
      Sheets did not and will not include any untrue statement of
      a material fact or, when read in conjunction with the
      Prospectus and Prospectus Supplement, omit to state a
      material fact required to be stated therein or necessary to
      make the statements therein not misleading; and



                              - 27 -

<PAGE>



                   (iii) the Underwriter has not represented to
      any prospective investor that any Collateral Term Sheets
      with respect to any Series were prepared or disseminated on
      behalf of the Company, and, except as otherwise disclosed
      by the Underwriter to the Company in writing prior to the
      date hereof, all Collateral Term Sheets previously
      furnished to prospective investors included a disclaimer to
      the effect set forth in Section 8(d).

Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Collateral Term
Sheet included or will include any untrue statement or material
omission resulting directly from any Mortgage Pool Error (except
any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of
notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).

           (c) The Underwriter acknowledges and agrees that any
Collateral Term Sheets with respect to any Series of Certificates
furnished to prospective investors from and after the date hereof
shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(d) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
Form 8-K. The Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.

           (d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report
relating to any Collateral Term Sheets to comply with the Act or
the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,


                              - 28 -

<PAGE>



that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any
such amendment or supplement will include any untrue statement
resulting directly from any Mortgage Pool Error (except any
Corrected Mortgage Pool Error, with respect to any such amendment
or supplement prepared after the receipt by the Underwriter from
the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool
Error). The Company shall have no obligation to file such
amendment or supplement if the Company determines that (i) such
amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon
the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (d) or (ii) such filing is not required under the
Act.

           10. Termination. This Agreement (with respect to a
particular Certificate Offering) and the related Terms Agreement
shall be subject to termination in the absolute discretion of the
Underwriter, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.

           11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive


                              - 29 -

<PAGE>



the termination or cancellation of this Agreement and the related
Terms Agreement.

           12. Successors. This Agreement and the related Terms
Agreement will inure to the benefit of and be binding upon the
parties hereto and thereto and their respective successors and
the officers, directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder.
No purchaser of any Offered Certificate from the Underwriter
shall be deemed a successor or assign by reason of such purchase.

           13.  APPLICABLE LAW.  THIS AGREEMENT AND THE RELATED
TERMS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.

           14. Miscellaneous. This Agreement, as supplemented by
the related Terms Agreement, supersedes all prior and
contemporaneous agreements and understandings relating to the
subject matter hereof. This Agreement and the related Terms
Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.

           15.  Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriter, will be delivered to it at the address first above
written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry
Hill, New Jersey  08002, Attention: General Counsel.


                              - 30 -

<PAGE>



           If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Company and the Underwriter.

                               Very truly yours,

                               GE CAPITAL MORTGAGE SERVICES, INC.



                               By:
                              Name:
                              Title:



The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.

SALOMON BROTHERS INC



By:
   Name:
   Title:





<PAGE>



                                                          EXHIBIT A

                GE CAPITAL MORTGAGE SERVICES, INC.

            REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                          SERIES ____-__

                         TERMS AGREEMENT
                   (to Underwriting Agreement,
                      dated October 23, 1995
             between the Company and the Underwriter)


GE Capital Mortgage Services, Inc.               New York, New York
Three Executive Campus                                       [Date]
Cherry Hill, NJ 08002

           Salomon Brothers Inc (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase such Classes of Series ____-__ Certificates specified in
Section 2(a) hereof (the "Offered Certificates"). This letter
supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates
described below. The Series ____-__ Certificates are registered
with the Securities and Exchange Commission by means of an
effective Registration Statement (No. 33-___). Capitalized terms
used and not defined herein have the meanings given them in the
Underwriting Agreement.

           Section 1. The Mortgage Pool: The Series ____-__
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off
Date"):

           (a) Aggregate Principal Amount of the Mortgage Pool:
      $[ ] aggregate principal balance as of the Cutoff Date,
      subject to [an upward or downward variance of up to [ ]%,
      the precise aggregate principal balance to be determined by
      the Company][a permitted variance such that the aggregate
      Scheduled Principal Balance thereof will be not less than
      $[ ] or greater than $[ ]].

           (b)  Original Terms to Maturity:  The original term to
      maturity of each Mortgage Loan included in the Mortgage Pool
      shall be between ___ and ___ years.



                               A-1



<PAGE>



           Section 2. The Certificates:  The Offered
Certificates shall be issued as follows:

           (a) Classes: The Offered Certificates shall be issued
      with the following Class designations, interest rates and
      principal balances, subject in the aggregate to the
      variance referred to in Section 1(a)[and, as to any
      particular Class, to an upward or downward variance of up
      to [ ]%]:


                Principal      Interest           Class Purchase
Class            Balance         Rate            Price Percentage








           (b) The Offered Certificates shall have such other
      characteristics as described in the related Prospectus.

           Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificates Principal Balance thereof plus
accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including, _________ __, ____
(the "Closing Date").

           Section 4. Required Ratings: The Offered
Certificates shall have received Required Ratings of at least
[   ] from [   ].

           Section 5. Tax Treatment: [One or more elections
will be made to treat the assets of the Trust Fund as a REMIC.]
[The Trust Fund will be treated as a "grantor trust" for federal
income tax purposes.]

           [Section 6. Additional Expenses:]*

- --------
* to be inserted if applicable.


                               A-2



<PAGE>


           If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.

                               Very truly yours,

                               SALOMON BROTHERS INC



                               By:
                              Name:
                              Title:



The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.


GE CAPITAL MORTGAGE SERVICES, INC.



By:
   Name:
   Title:


                               A-3



                GE CAPITAL MORTGAGE SERVICES, INC.

           REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                          SERIES 1998-15

                         TERMS AGREEMENT
                    (to Underwriting Agreement
                     dated October 23, 1995,
             between the Company and the Underwriter)

GE Capital Mortgage Services, Inc.             New York, New York
Three Executive Campus                         September 23, 1998
Cherry Hill, NJ 08002

           Salomon Smith Barney Inc. (the "Underwriter") agrees,
subject to the terms and provisions herein and of the captioned
Underwriting Agreement (the "Underwriting Agreement"), to
purchase the Classes of Series 1998-15 Certificates specified in
Section 2(a) hereof (the "Offered Certificates"). This Terms
Agreement supplements and modifies the Underwriting Agreement
solely as it relates to the purchase and sale of the Offered
Certificates described below. The Series 1998-15 Certificates are
registered with the Securities and Exchange Commission by means
of an effective Registration Statement (No. 333-51151).
Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.

      Section 1. The Mortgage Pool: The Series 1998-15
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing, first lien one- to
four-family residential mortgage loans (the "Mortgage Loans")
having the following characteristics as of September 1, 1998 (the
"Cut-off Date"):

           (a) Aggregate Principal Amount of the Mortgage Pool:
      $475,922,798.28 aggregate principal balance as of the
      Cut-off Date, subject to a permitted variance such that the
      aggregate original Certificate Principal Balance will be
      not less than $451,250,000 or greater than $498,750,000.

           (b) Original Terms to Maturity: The original term to
      maturity of substantially all of the Mortgage Loans
      included in the Mortgage Pool shall be between 20 and 30
      years.

      Section 2. The Certificates: The Offered Certificates shall
be issued as follows:


<PAGE>


           (a) Classes: The Offered Certificates shall be issued
      with the following Class designations, interest rates and
      principal balances, subject in the aggregate to the
      variance referred to in Section 1(a):

                                                  Class
                                                 Purchase
               Principal       Interest           Price
Class           Balance          Rate           Percentage
- -----          ---------       -------          ----------
Class A1     $261,327,000       6.750%          99.476560%
Class A2       89,086,000       6.750           99.476560
Class A3       30,235,235        (1)            99.476560
Class A4        7,838,765        (1)            99.476560
Class A5        1,500,000       6.750           99.476560
Class A6        1,500,000       6.750           99.476560
Class A7        2,000,000       6.750           99.476560
Class A8        8,571,429       6.500           99.476560
Class A9        5,000,000       7.000           99.476560
Class A10       1,428,571       7.375           99.476560
Class A11      47,500,000       6.750           99.476560
Class R               100       6.750           99.476560

- -------------
(1)  The Class A3 and Class A4 Certificates will accrue interest
     at the respective rate determined as set forth in the
     Prospectus Supplement.

           (b) The Offered Certificates shall have such other
      characteristics as described in the related Prospectus.

      Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificate Principal Balance thereof plus
accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, September
24, 1998 (the "Closing Date").

      Section 4. Required Ratings: The Offered Certificates
except for the Class A4 Certificates shall have received Required
Ratings of "AAA" from each of Fitch and S&P, and the Class A4
Certificates shall have received Required Ratings of "AAA" from
Fitch and "AAAr" from S&P.

      Section 5. Tax Treatment: One or more elections will be
made to treat the assets of the Trust Fund as a REMIC.


                                2
<PAGE>


           If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.

                               Very truly yours,

                               SALOMON SMITH BARNEY INC.



                               By:_______________________________
                                  Name:
                                  Title:


The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.

GE CAPITAL MORTGAGE SERVICES, INC.



By:______________________________
   Name:
   Title:




                                                          EXECUTION








                GE CAPITAL MORTGAGE SERVICES, INC.

                    PASS-THROUGH CERTIFICATES
                       (Issuable in Series)

                      UNDERWRITING AGREEMENT


Donaldson, Lufkin & Jenrette                     New York, New York
  Securities Corporation                             March 21, 1996
277 Park Avenue
New York, New York  10172

Ladies and Gentlemen:

           GE Capital Mortgage Services, Inc., a corporation
organized and existing under the laws of the State of New Jersey
(the "Company"), may offer for sale to you (the "Underwriter")
from time to time its Pass-Through Certificates evidencing
interests in pools of mortgage loans (the "Certificates"). The
Certificates may be issued in various series, and within each
series, in one or more classes, in one or more offerings on terms
determined at the time of sale (each such series, a "Series" and
each such class, a "Class"). Each Series of the Certificates will
be issued under a separate Pooling and Servicing Agreement (each,
a "Pooling and Servicing Agreement") to be dated as of the
respective cut-off date (each, a "Cut-off Date") between the
Company, as seller and servicer, and State Street Bank and Trust
Company, as trustee (the "Trustee"). Capitalized terms used but
not defined herein shall have the meanings given to them in the
related Pooling and Servicing Agreement.

           The Certificates issued under each Pooling and
Servicing Agreement will represent the entire beneficial
ownership interest in a trust fund (the "Trust Fund") established
by such Pooling and Servicing Agreement. The assets of each Trust
Fund will consist primarily of a pool of conventional, fixed
rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity specified in the related Terms
Agreement referred to hereinbelow. If so specified in the related
Terms Agreement, one or more elections may be made to treat the
assets of each Trust Fund as a real estate mortgage investment
conduit (each, a "REMIC") for federal income tax purposes.


<PAGE>





           Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
Agreement through you, it will enter into an agreement with you
(the "Terms Agreement") providing for the sale of specified
Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such
Certificate Offering which the Company elects to make pursuant to
this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms
Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of
Certificates to be purchased by the Underwriter (the "Offered
Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price
or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.

           1.   Representations and Warranties.  (a) The Company
represents and warrants to and agrees with the Underwriter, as of
the date of the related Terms Agreement, that:

                        (i) The registration statement specified
           in the related Terms Agreement, on Form S-3, including
           a prospectus, has been filed with the Securities and
           Exchange Commission (the "Commission") for the
           registration under the Securities Act of 1933, as
           amended (the "Act"), of pass-through certificates
           issuable in series, which registration statement has
           been declared effective by the Commission. Such
           registration statement, as amended to the date of the
           related Terms Agreement, including any documents
           incorporated by reference therein pursuant to Item 12
           of Form S-3 under the Act which were filed under the
           Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), on or before the effective date of
           the Registration Statement, is hereinafter called the
           "Registration Statement," and such prospectus, as such
           prospectus is supplemented by a prospectus supplement
           relating to the Offered Certificates of the related
           Series, each in the form first filed after the date of
           the related Terms Agreement pursuant to Rule 424(b)
           under the Act, including any documents incorporated by
           reference therein pursuant to Item 12 of Form S-3
           under the Act which were filed under the Exchange Act
           on or before the date of such Prospectus Supplement
           (other than any such incorporated documents that
           relate to Collateral Term Sheets (as defined herein))
           (such prospectus supplement, including such
           incorporated documents (other than those that relate
           to Collateral Term Sheets), in the form first filed
           after the date of the related Terms Agreement pursuant
           to Rule 424(b) is

                               - 2 -

<PAGE>



           hereinafter called the "Prospectus Supplement"), is
           hereinafter called the "Prospectus". Any reference
           herein to the terms "amend," "amendment" or
           "supplement" with respect to the Registration
           Statement, the Prospectus or the Prospectus Supplement
           shall be deemed to refer to and include the filing of
           any document under the Exchange Act after the
           effective date of the Registration Statement or the
           issue date of the Prospectus or Prospectus Supplement,
           as the case may be, deemed to be incorporated therein
           by reference pursuant to Item 12 of Form S-3 under the
           Act.

                       (ii) The related Registration Statement,
           at the time it became effective, and the prospectus
           contained therein, and any amendments thereof and
           supplements thereto filed prior to the date of the
           related Terms Agreement, conformed in all material
           respects to the requirements of the Act and the rules
           and regulations of the Commission thereunder; on the
           date of the related Terms Agreement and on each
           Closing Date (as defined in Section 3 below), the
           related Registration Statement and the related
           Prospectus, and any amendments thereof and supplements
           thereto, will conform in all material respects to the
           requirements of the Act and the rules and regulations
           of the Commission thereunder; such Registration
           Statement, at the time it became effective, did not
           contain any untrue statement of a material fact or
           omit to state a material fact required to be stated
           therein or necessary to make the statements therein
           not misleading; such Prospectus, on the date of any
           filing pursuant to Rule 424(b) and on each Closing
           Date, will not include any untrue statement of a
           material fact or omit to state a material fact
           necessary to make the statements therein, in the light
           of the circumstances under which they are made, not
           misleading; and the Detailed Description referred to
           in such Prospectus, on each Closing Date and the date
           of any filing thereof under cover of Form 8-K, will
           not include any untrue statement of a material fact or
           omit to state any information which such Prospectus
           states will be included in such Detailed Description;
           provided, however, that the Company makes no
           representations or warranties as to the information
           contained in or omitted from (A) such Registration
           Statement or such Prospectus (or any supplement
           thereto) in reliance upon and in conformity with
           written information furnished to the Company by or on
           behalf of the Underwriter specifically for use in the
           preparation thereof or (B) any Current Report (as
           defined in Section 5(b) below), or in any amendment
           thereof or supplement thereto, incorporated by
           reference in such Registration Statement or such

                               - 3 -

<PAGE>



           Prospectus (or any amendment thereof or supplement
           thereto).

                      (iii) The Certificates of the related
           Series will conform to the description thereof
           contained in the related Prospectus; will each, if
           rated at the time of issuance in one of the two
           highest rating categories by a nationally recognized
           statistical rating organization, be when issued a
           "mortgage related security" as such term is defined in
           Section 3(a)(41) of the Exchange Act, and will each on
           the related Closing Date be duly and validly
           authorized, and, when validly executed, countersigned,
           issued and delivered in accordance with the related
           Pooling and Servicing Agreement and sold to you as
           provided herein and in the related Terms Agreement,
           will each be validly issued and outstanding and
           entitled to the benefits of the related Pooling and
           Servicing Agreement.

                       (iv) Neither the issuance nor sale of the
           Certificates of the related Series nor the
           consummation of any other of the transactions herein
           contemplated, nor the fulfillment of the terms hereof
           or of the related Terms Agreement, will conflict with
           any statute, order or regulation applicable to the
           Company of any court, regulatory body, administrative
           agency or governmental body having jurisdiction over
           the Company or with any organizational document of the
           Company or any instrument or any agreement under which
           the Company is bound or to which it is a party.

                        (v) This Agreement and the related Terms
           Agreement have been duly authorized, executed and
           delivered by the Company.

                      (vi) At or prior to the related Closing
           Date, the Company will have entered into the related
           Pooling and Servicing Agreement and, assuming the due
           authorization, execution and delivery thereof by the
           Trustee, such Pooling and Servicing Agreement (on such
           Closing Date) will constitute the valid and binding
           agreement of the Company enforceable in accordance
           with its terms, subject as to enforceability, to
           bankruptcy, insolvency, reorganization or other
           similar laws affecting creditors' rights and to
           general principles of equity (regardless of whether
           the enforceability of such Pooling and Servicing
           Agreement is considered in a proceeding in equity or
           at law).

           2.   Purchase and Sale.  Subject to the execution of
the Terms Agreement for a particular Certificate Offering and

                               - 4 -

<PAGE>



subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement and
such Terms Agreement, the Company agrees to sell to the
Underwriter, and the Underwriter agrees to purchase from the
Company, all, but not less than all, of the related Offered
Certificates at the purchase price therefor set forth in such
Terms Agreement (the "Purchase Price").

           The parties hereto agree that settlement for all
securities sold pursuant to this Agreement and the applicable
Terms Agreement shall take place on the settlement date agreed
upon at the time of the related transaction and set forth as the
"Closing Date" in such Terms Agreement and not as set forth in
Rule 15c6-1(a) of the Exchange Act.

           3. Delivery and Payment. Delivery of and payment for
the Offered Certificates of a Series shall be made at the offices
of Cleary, Gottlieb, Steen & Hamilton, New York, New York, at
10:00 A.M., New York City time, on the Closing Date specified in
the related Terms Agreement, which date and time may be postponed
by agreement between the Underwriter and the Company (such date
and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriter
against payment by the Underwriter of the Purchase Price thereof
to or upon the order of the Company by wire transfer in federal
or other immediately available funds or by check payable in
federal funds, as the Company shall specify no later than five
full business days prior to such Closing Date. Unless delivery is
made through the facilities of The Depository Trust Company, the
Offered Certificates shall be registered in such names and in
such authorized denominations as the Underwriter may request not
less than two full business days in advance of each Closing Date.

           The Company agrees to notify the Underwriter at least
two business days before each Closing Date of the exact principal
balance evidenced by the Offered Certificates and to have such
Offered Certificates available for inspection, checking and
packaging in New York, New York, no later than 12:00 noon on the
business day prior to such Closing Date.

           4. Offering by the Underwriter. It is understood that
the Underwriter proposes to offer the Offered Certificates of the
related Series for sale to the public as set forth in the related
Prospectus.

           5.   Agreements.  The Company agrees with the
Underwriter that:

                (a) The Company will cause the Prospectus as
      supplemented by a Prospectus Supplement relating to the
      Offered Certificates to be filed pursuant to Rule 424 under
      the Act and will promptly advise the Underwriter when such

                               - 5 -

<PAGE>



      Prospectus as so supplemented has been so filed, and prior
      to the termination of the Certificate Offering to which
      such Prospectus relates also will promptly advise the
      Underwriter (i) when any amendment to the related
      Registration Statement specifically relating to such
      Offered Certificates shall have become effective or any
      further supplement to such Prospectus has been filed, (ii)
      of any request by the Commission for any amendment of such
      Registration Statement or Prospectus or for any additional
      information, (iii) of the issuance by the Commission of any
      stop order suspending the effectiveness of such
      Registration Statement or the institution or threatening of
      any proceeding for that purpose and (iv) of the receipt by
      the Company of any written notification with respect to the
      suspension of the qualification of such Offered
      Certificates for sale in any jurisdiction or the initiation
      or threatening of any proceeding for such purpose. The
      Company will not file any amendment of the related
      Registration Statement or supplement to the related
      Prospectus (other than any amendment or supplement
      specifically relating to one or more Series of pass-through
      certificates other than the Series that includes the
      related Offered Certificates) unless the Company has
      furnished the Underwriter with a copy for its review prior
      to filing. The Company will use its best efforts to prevent
      the issuance of any such stop order and, if issued, to
      obtain as soon as possible the withdrawal thereof.

                (b) The Company will cause any Computational
      Materials and any Structural Term Sheets (each as defined
      in Section 8 below) with respect to the Offered
      Certificates of a Series that are delivered by the
      Underwriter to the Company pursuant to Section 8 to be
      filed with the Commission on a Current Report on Form 8-K
      (a "Current Report") pursuant to Rule 13a-11 under the
      Exchange Act on the business day immediately following the
      later of (i) the day on which such Computational Materials
      and Structural Term Sheets are delivered to counsel for the
      Company by the Underwriter prior to 10:30 a.m. and (ii) the
      date on which this Agreement is executed and delivered. The
      Company will cause one Collateral Term Sheet (as defined in
      Section 9 below) with respect to the Offered Certificates
      of a Series that is delivered by the Underwriter to the
      Company in accordance with the provisions of Section 9 to
      be filed with the Commission on a Current Report pursuant
      to Rule 13a-11 under the Exchange Act on the business day
      immediately following the day on which such Collateral Term
      Sheet is delivered to counsel for the Company by the
      Underwriter prior to 10:30 a.m. In addition, if at any time
      prior to the availability of the related Prospectus
      Supplement the Underwriter has delivered to any prospective
      investor a Collateral Term Sheet that reflects, in the
      reasonable

                               - 6 -

<PAGE>



      judgment of the Underwriter and the Company, a material
      change in the characteristics of the Mortgage Loans for the
      related Series from those on which a Collateral Term Sheet
      with respect to the related Series previously filed with
      the Commission was based, the Company will cause any such
      Collateral Term Sheet that is delivered by the Underwriter
      to the Company in accordance with the provisions of Section
      9 to be filed with the Commission on a Current Report on
      the business day immediately following the day on which
      such Collateral Term Sheet is delivered to counsel for the
      Company by the Underwriter prior to 10:30 a.m. In each
      case, the Company will promptly advise the Underwriter when
      such Current Report has been so filed. Each such Current
      Report shall be incorporated by reference in the related
      Prospectus and the related Registration Statement.
      Notwithstanding the five preceding sentences, the Company
      shall have no obligation to file any materials provided by
      the Underwriter pursuant to Sections 8 and 9 which, in the
      reasonable determination of the Company after making
      reasonable efforts to consult with the Underwriter, are not
      required to be filed pursuant to the Kidder Letters or the
      PSA Letter (each as defined in Section 8 below), or which
      contain erroneous information or contain any untrue
      statement of a material fact or, when read in conjunction
      with the Prospectus and Prospectus Supplement, omit to
      state a material fact required to be stated therein or
      necessary to make the statements therein not misleading; it
      being understood, however, that the Company shall have no
      obligation to review or pass upon the accuracy or adequacy
      of, or to correct, any Computational Materials, Structural
      Term Sheets or Collateral Term Sheets provided by the
      Underwriter to the Company pursuant to Section 8 or Section
      9 hereof.

                (c) If, at any time when a prospectus relating to
      the Offered Certificates of a Series is required to be
      delivered under the Act, any event occurs as a result of
      which the related Prospectus as then amended or
      supplemented would include any untrue statement of a
      material fact or omit to state any material fact necessary
      to make the statements therein in light of the
      circumstances under which they were made not misleading, or
      if it shall be necessary at any time to amend or supplement
      the related Prospectus to comply with the Act or the rules
      thereunder, the Company promptly will prepare and file with
      the Commission, subject to paragraph (a) of this Section 5,
      an amendment or supplement which will correct such
      statement or omission or an amendment which will effect
      such compliance; provided, however, that the Company will
      not be required to file any such amendment or supplement
      with respect to any Computational Materials, Structural
      Term Sheets or Collateral Term Sheets incorporated by
      reference in the

                               - 7 -

<PAGE>



      Prospectus other than any amendments or supplements of such
      Computational Materials or Structural Term Sheets that are
      furnished to the Company by the Underwriter pursuant to
      Section 8(d) hereof or any amendments or supplements of
      such Collateral Term Sheets that are furnished to the
      Company by the Underwriter pursuant to Section 9(d) hereof
      which the Company determines to file in accordance
      therewith.

                (d) The Company will furnish to the Underwriter
      and counsel for the Underwriter, without charge, as many
      signed copies of the related Registration Statement
      (including exhibits thereto) and, so long as delivery of a
      prospectus by the Underwriter or dealer may be required by
      the Act, as many copies of the related Prospectus and any
      supplements thereto (other than exhibits to the related
      Current Report) as the Underwriter may reasonably request.

                (e) The Company will furnish such information,
      execute such instruments and take such actions as may be
      reasonably requested by the Underwriter to qualify the
      Offered Certificates of a Series for sale under the laws of
      such jurisdictions as the Underwriter may designate, to
      maintain such qualifications in effect so long as required
      for the distribution of such Offered Certificates and to
      determine the legality of such Offered Certificates for
      purchase by institutional investors; provided, however,
      that the Company shall not be required to qualify to do
      business in any jurisdiction where it is not qualified on
      the date of the related Terms Agreement or to take any
      action which would subject it to general or unlimited
      service of process in any jurisdiction in which it is not,
      on the date of the related Terms Agreement, subject to such
      service of process.

                (f) So long as the Offered Certificates of a
      Series are outstanding, the Company will furnish to the
      Underwriter copies of the annual independent public
      accountants' servicing report furnished to the Trustee
      pursuant to Section 3.13 of the related Pooling and
      Servicing Agreement.

                (g) Whether or not the transactions contemplated
      hereby and by the related Terms Agreement shall be
      consummated, the Company shall be responsible for the
      payment of any costs and expenses for which details are
      submitted, in connection with the performance of its
      obligations under this Agreement and the related Terms
      Agreement, including, without limitation, (a) the cost and
      expenses of printing or otherwise reproducing the related
      Registration Statement or Prospectus, this Agreement, the
      related Terms Agreement, the related Pooling and Servicing
      Agreement and the Offered Certificates, and (b) the cost of
      delivering the related Offered Certificates to the office
      of

                               - 8 -

<PAGE>



      the Underwriter, insured to the satisfaction of the
      Underwriter (it being understood that, except as provided
      in this paragraph (f) and in Section 7 hereof, the
      Underwriter will pay all its own costs and expenses,
      including the fees of Brown & Wood, counsel for the
      Underwriter, transfer taxes on resale of any Offered
      Certificates by it, advertising expenses connected with any
      offers that it may make, the fees of KPMG Peat Marwick LLP
      with respect to its letters furnished pursuant to Section
      6(i) of the Agreement and any letter furnished pursuant to
      the last sentence of Section 6(h) hereof and any other
      costs and expenses specified in the related Terms Agreement
      as "Additional Expenses").

           6. Conditions to the Obligations of the Underwriter.
The obligations of the Underwriter to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:

                (a) No stop order suspending the effectiveness of
      the related Registration Statement shall have been issued
      and no proceedings for that purpose shall have been
      instituted or threatened.

                (b) Cleary, Gottlieb, Steen & Hamilton, counsel
      for the Company, shall have furnished to the Underwriter an
      opinion, dated the related Closing Date, to the effect
      that:

                        (i) this Agreement and the related Terms
           Agreement have been duly executed and delivered by the
           Company under the law of the State of New York;

                       (ii) the related Pooling and Servicing
           Agreement has been duly executed and delivered by the
           Company under the law of the State of New York and is
           a legal, valid and binding agreement of the Company
           enforceable against the Company in accordance with its
           terms;

                      (iii) the Offered Certificates, when duly
           executed and countersigned by the Trustee in
           accordance with the related Pooling and Servicing
           Agreement, will be validly issued and outstanding and
           entitled to the benefits of such Pooling and Servicing
           Agreement;

                               - 9 -

<PAGE>




                       (iv) the related Pooling and Servicing
           Agreement is not required to be qualified under the
           Trust Indenture Act of 1939, as amended, and the trust
           created thereunder is not required to be registered
           under the Investment Company Act of 1940, as amended;

                        (v) such counsel confirms that (based
           solely upon telephone confirmation from a
           representative of the Commission) the related
           Registration Statement is effective under the Act and,
           to the best of such counsel's knowledge, no stop order
           with respect thereto has been issued, and no
           proceeding for that purpose has been instituted or
           threatened by the Commission; such Registration
           Statement (except the financial statements and
           schedules and other financial and statistical data
           included therein and the documents incorporated by
           reference therein, as to which such counsel need
           express no view), at the time it became effective and
           the related Prospectus (except the financial
           statements and schedules and the other financial and
           statistical data included therein, the documents
           incorporated by reference therein and the information
           included in the second sentence of the antepenultimate
           paragraph, the first sentence of the penultimate
           paragraph, and the last paragraph of the cover page of
           such Prospectus Supplement and in the second and
           fourth sentences of the first paragraph under the
           heading "Plan of Distribution" therein, as to which
           such counsel need express no view), as of the date of
           the Prospectus Supplement appeared on their face to be
           appropriately responsive in all material respects to
           the requirements of the Act and the rules and
           regulations thereunder; and no information has come to
           the attention of such counsel that causes it to
           believe that (A) such Registration Statement (except
           the financial statements and schedules and the other
           financial and statistical data included therein and
           the documents incorporated by reference therein, as to
           which such counsel need express no view) at the time
           it became effective, contained an untrue statement of
           a material fact or omitted to state a material fact
           required to be stated therein or necessary to make the
           statements therein not misleading or (B) such
           Prospectus or any amendment or supplement thereto
           (except the financial statements and schedules and the
           other financial and statistical data included therein,
           the documents incorporated by reference therein and
           the information included in the second sentence of the
           antepenultimate paragraph, the first sentence of the
           penultimate paragraph, and the last paragraph of the
           cover page of such Prospectus Supplement and in the
           second and fourth sentences of the first paragraph

                              - 10 -

<PAGE>



           under the heading "Plan of Distribution" therein, as
           to which such counsel need express no view), as of the
           date of the Prospectus Supplement, or at the related
           Closing Date, contained or contains an untrue
           statement of a material fact or omitted or omits to
           state a material fact necessary in order to make the
           statements therein, in the light of the circumstances
           under which they were made, not misleading;

                       (vi) the statements set forth under the
           heading "Description of the Certificates" in the
           related Prospectus, insofar as such statements purport
           to summarize certain provisions of the related Pooling
           and Servicing Agreement and the related Offered
           Certificates, provide a fair summary of such
           provisions;

                      (vii) the statements set forth in the
           related Prospectus under the headings "Certain Legal
           Aspects of the Mortgage Loans and Contracts -- The
           Mortgage Loans", "Certain Federal Income Tax
           Consequences" (insofar as they relate specifically to
           the purchase, ownership and disposition of the related
           Offered Certificates) and "ERISA Considerations"
           (insofar as they relate specifically to the purchase,
           ownership and disposition of such Offered
           Certificates), to the extent that they constitute
           matters of law or legal conclusions, provide a fair
           summary of such law or conclusions;

                     (viii) assuming compliance with all
           provisions of the related Pooling and Servicing
           Agreement, for federal income tax purposes, (A) if any
           election is made to treat the assets of the Trust Fund
           as a REMIC: the related Trust Fund (and any specified
           subgrouping therein) will qualify as a REMIC pursuant
           to Section 860D of the Internal Revenue Code of 1986,
           as amended (the "Code"), each Class of Certificates of
           the related Series, other than the related Residual
           Class or Classes, will constitute a class of "regular
           interests" in the related REMIC within the meaning of
           the Code, and each Class of such Certificates
           specified in the related Prospectus as a Class of
           Residual Certificates will constitute the "residual
           interest" in the related REMIC within the meaning of
           the Code; (B) if no such REMIC election is made: the
           Trust Fund will be treated as a "grantor trust"; and

                       (ix) assuming that some or all of the
           Offered Certificates of the related Series shall be
           rated at the time of issuance in one of the two
           highest rating categories by a nationally recognized

                              - 11 -

<PAGE>



           statistical rating organization, each Offered
           Certificate so rated will be at the time of issuance,
           a "mortgage related security" as such term is defined
           in Section 3(a)(41) of the Exchange Act.

      Such opinion may express its reliance as to factual matters
      on the representations and warranties made by, and on
      certificates or other documents furnished by, officers of
      the parties to this Agreement, the related Terms Agreement
      or the related Pooling and Servicing Agreement. Such
      opinion may assume the due authorization, execution and
      delivery of the instruments and documents referred to
      therein by the parties thereto other than the Company. Such
      opinion may be qualified, insofar as it concerns the
      enforceability of the documents referred to therein, to the
      extent that such enforceability may be limited by
      bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights in
      general and by general equity principles (regardless of
      whether such enforcement is considered in a proceeding in
      equity or at law). Such opinion may be further qualified as
      expressing no opinion as to (x) the statements in the
      related Prospectus under the heading "Certain Legal Aspects
      of the Mortgage Loans and Contracts -- The Mortgage Loans"
      except insofar as such statements relate to the laws of the
      State of New York and the laws of the United States, and
      (y) the statements in such Prospectus under the headings
      "ERISA Considerations" and "Certain Federal Income Tax
      Consequences" except insofar as such statements relate to
      the laws of the United States. In addition, such opinion
      may be qualified as an opinion only on the laws of the
      State of New York and the federal laws of the United States
      of America.

                (c) The General Counsel for the Company shall
      have furnished to the Underwriter an opinion, dated the
      related Closing Date, to the effect that:

                        (i) The Company has been duly
           incorporated and is validly existing as a corporation
           in good standing under the laws of the State of New
           Jersey, with corporate power to own its properties, to
           conduct its business as described in the related
           Prospectus and to enter into and perform its
           obligations under this Agreement, the related Terms
           Agreement, the related Pooling and Servicing Agreement
           and the Certificates of the related Series;

                       (ii) The Company has full power and
           authority to sell and service the related Mortgage
           Loans as contemplated herein and in the related
           Pooling and Servicing Agreement;

                              - 12 -

<PAGE>




                      (iii) No consent, approval, authorization
           or order of any court or governmental agency or body
           is required for the consummation by the Company of the
           transactions contemplated herein or in the related
           Pooling and Servicing Agreement, except such as may be
           required under the blue sky laws of any jurisdiction
           and such other approvals as have been obtained;

                       (iv) Neither the issuance of the
           Certificates of the related Series nor delivery of the
           related Offered Certificates, nor the consummation of
           any other of the transactions contemplated in this
           Agreement, the related Terms Agreement or the related
           Pooling and Servicing Agreement, nor the fulfillment
           of the terms of the related Certificates, the related
           Pooling and Servicing Agreement, this Agreement or the
           related Terms Agreement will conflict with or violate
           any term or provision of the articles of incorporation
           or by-laws of the Company or any statute, order or
           regulation applicable to the Company of any court,
           regulatory body, administrative agency or governmental
           body having jurisdiction over the Company and will not
           conflict with, result in a breach or violation or the
           acceleration of or constitute a default under the
           terms of any indenture or other agreement or
           instrument known to such counsel to which the Company
           is a party or by which it is bound; and

                        (v) There are no actions, proceedings or
           investigations pending or, to the best knowledge of
           such counsel, threatened before any court,
           administrative agency or other tribunal (i) asserting
           the invalidity of this Agreement, the related Terms
           Agreement, the related Pooling and Servicing Agreement
           or the related Certificates, (ii) seeking to prevent
           the issuance of the Certificates of the related Series
           or the consummation by the Company of any of the
           transactions contemplated by this Agreement, such
           Terms Agreement or such Pooling and Servicing
           Agreement, or (iii) which might materially and
           adversely affect the performance by the Company of its
           obligations under, or the validity or enforceability
           of, this Agreement, such Terms Agreement, such Pooling
           and Servicing Agreement or the related Certificates.

      In rendering her opinion such counsel may rely as to
      matters of fact, to the extent deemed proper and as stated
      therein, on certificates of responsible officers of the
      Company or public officials. In addition, such opinion may
      be qualified as an opinion only on the laws of the State of
      New Jersey.


                              - 13 -

<PAGE>



                (d) The Underwriter shall have received from
      Brown & Wood, counsel for the Underwriter, such opinion or
      opinions, dated the related Closing Date, with respect to
      the issuance and sale of the Certificates of the related
      Series, the related Registration Statement, the related
      Prospectus and such other related matters as the
      Underwriter may reasonably require, and the Company shall
      have furnished to such counsel such documents as the
      Underwriter may reasonably request for the purpose of
      enabling them to pass upon such matters.

                (e) The Company shall have furnished to the
      Underwriter a certificate of the Company, signed by the
      President or any Vice President and the Senior Vice
      President-Finance or the principal financial or accounting
      officer of the Company, dated the related Closing Date, to
      the effect that the signers of such certificate have
      carefully examined the related Registration Statement
      (excluding any Current Reports and any other documents
      incorporated by reference therein), the related Prospectus,
      the Detailed Description referred to in such Prospectus
      (excluding any related Current Report), this Agreement and
      the related Terms Agreement and that:

                        (i) the representations and warranties of
           the Company in this Agreement are true and correct in
           all material respects on and as of the related Closing
           Date with the same effect as if made on such Closing
           Date, and the Company has complied with all the
           agreements and satisfied all the conditions on its
           part to be performed or satisfied at or prior to such
           Closing Date;

                       (ii) no stop order suspending the
           effectiveness of such Registration Statement has been
           issued and no proceedings for that purpose have been
           instituted or, to their knowledge, threatened; and

                      (iii) nothing has come to their attention
           that would lead them to believe that such Registration
           Statement (excluding any Current Report) contains any
           untrue statement of a material fact or omits to state
           any material fact required to be stated therein or
           necessary to make the statements therein not
           misleading, that the related Prospectus (excluding any
           related Current Report) contains any untrue statement
           of a material fact or omits to state a material fact
           required to be stated therein or necessary to make the
           statements therein, in the light of the circumstances
           under which they were made, not misleading, or that
           the Detailed Description referred to in such
           Prospectus includes any untrue statement of a material
           fact or

                              - 14 -

<PAGE>



           omits to state any information which the Prospectus
           states will be included in such Detailed Description.

                (f) Peabody & Arnold, counsel for the Trustee,
      shall have furnished to the Underwriter an opinion, dated
      the related Closing Date, to the effect that:

                        (i) the Trustee has been duly
           incorporated and is validly existing as a corporation
           in good standing under the laws of the Commonwealth of
           Massachusetts with corporate power to own its
           properties and conduct its business as presently
           conducted by it, to conduct business as a trustee and
           to enter into and perform its obligations under the
           related Pooling and Servicing Agreement;

                       (ii) the related Pooling and Servicing
           Agreement has been duly authorized, executed and
           delivered by the Trustee and constitutes the legal,
           valid and binding agreement of the Trustee enforceable
           against the Trustee in accordance with its terms,
           subject to bankruptcy, insolvency, fraudulent
           conveyance, reorganization or other similar laws
           affecting the enforcement of creditors' rights
           generally and to judicial discretion, and general
           principles of equity (regardless of whether
           enforcement is sought in a proceeding in equity or at
           law);

                      (iii)    the Trustee has duly accepted its
           appointment as trustee under the related Pooling and
           Servicing Agreement;

                       (iv) no consent, approval, authorization
           or order of any Massachusetts or federal court or
           government agency or body is required on the part of
           the Trustee for the consummation of the transactions
           contemplated in the related Pooling and Servicing
           Agreement, except such as may be required under any
           federal or state securities law; and

                        (v) the performance on the part of the
           Trustee of any of the transactions contemplated in the
           related Pooling and Servicing Agreement does not
           conflict with or result in a breach or violation of
           any term or provision of, or constitute a default
           under, the Articles of Organization, as amended, or
           By-Laws of the Trustee, or any Massachusetts or
           federal statute or regulation applicable to the
           Trustee, or to such counsel's knowledge, any indenture
           or other agreement or instrument to which the Trustee
           is a party or by which it is bound, or, to such
           counsel's knowledge, any order of any state or federal
           court, regulatory body,

                              - 15 -

<PAGE>



           administrative agency or governmental body having
           jurisdiction over the Trustee.

      In addition, such counsel shall furnish to the Underwriter
      such opinions as to the treatment of the Trust Fund for
      purposes of Massachusetts tax law as are reasonably
      satisfactory to the Underwriter.

                (g) KPMG Peat Marwick LLP shall have furnished to
      the Underwriter a letter, dated as of the date of the
      related Terms Agreement, in form and substance satisfactory
      to the Underwriter, stating in effect that they have
      performed certain specified procedures as a result of which
      they have determined that such information as the
      Underwriter may reasonably request of an accounting,
      financial or statistical nature (which is limited to
      accounting, financial or statistical information derived
      from the general accounting records of the Company) set
      forth in the related Prospectus Supplement under the
      caption "Delinquency and Foreclosure Experience of the
      Company" agrees with the accounting records of the Company,
      excluding any questions of legal interpretation.

                (h) KPMG Peat Marwick LLP shall have furnished to
      the Underwriter a letter, dated as of the related Closing
      Date, in form and substance satisfactory to the
      Underwriter, stating in effect that they have performed
      certain specified procedures as a result of which they have
      determined that such information as the Underwriter may
      reasonably request of an accounting, financial or
      statistical nature (which is limited to accounting,
      financial or statistical information derived from the
      general accounting records of the Company and which is
      obtained from an analysis of a sample of the Mortgage Loans
      included in the related pool) set forth in the related
      Prospectus Supplement under the caption "Description of the
      Mortgage Pool and the Mortgaged Properties" or "Description
      of the Mortgage Pools and the Mortgaged Properties", as the
      case may be, and in the Detailed Description relating to
      such Prospectus Supplement is mutually consistent and
      agrees with the accounting records of the Company and,
      where applicable, the related Mortgage Loan files of the
      Company, excluding any questions of legal interpretation.
      In addition, if applicable, such accountants shall have
      furnished to the Underwriter a letter, dated as of the
      related Closing Date, which shall include a statement or
      statements to the effect that based upon the assumptions
      and methodology agreed to by the Company (and which is
      consistent with the manner in which any final PAC Balances,
      TAC Balances, Scheduled Balances, Maximum and Minimum
      Scheduled Balances or any other scheduled balances are to
      be calculated as set forth in the related Prospectus), all
      of which shall be described by

                              - 16 -

<PAGE>



      reference in such letter, such accountants shall have
      verified the mathematical accuracy of any final PAC
      Balances Table, TAC Balances Table, Scheduled Balances
      Table, Maximum or Minimum Scheduled Balances Table or other
      scheduled balances table attached as an exhibit to the
      related Pooling
      and Servicing Agreement.

                (i) KPMG Peat Marwick LLP shall have furnished to
      the Underwriter and the Company a letter or letters, dated
      as of the date of the related Terms Agreement, in form and
      substance satisfactory to the Underwriter and the Company,
      including, without limitation, statements, if applicable,
      to the effect that:

                      (i) based upon the assumptions and
           methodology set forth in the related Prospectus, all
           of which shall be described by reference in such
           letter, they recomputed the percentages of initial
           principal balance outstanding as of each of the
           Distribution Dates (as defined in such Prospectus)
           indicated and the weighted average lives of each Class
           of Offered Certificates at each of the indicated
           percentages of the applicable Prepayment Assumption,
           and they compared the recomputed percentages and
           weighted average lives to the corresponding
           percentages and weighted average lives set forth in
           the related tables and found them to be in agreement;

                     (ii) based upon the assumptions and
           methodology set forth in such Prospectus, all of which
           shall be described by reference in such letter, they
           have verified the mathematical accuracy of any
           Scheduled Final Distribution Dates for the Offered
           Certificates, PAC Balances, TAC Balances, Scheduled
           Balances, Maximum and Minimum Scheduled Balances or
           any other scheduled balances set forth in such
           Prospectus for each indicated Distribution Date, and
           have verified the mathematical accuracy of any initial
           Effective Ranges of any PAC Certificates, Scheduled
           Certificates or other scheduled Certificates set forth
           in such Prospectus; and

                    (iii) based upon the assumptions and
           methodology set forth in such Prospectus, all of which
           shall be described by reference in such letter, they
           have verified the mathematical accuracy of the pre-tax
           yields to maturity and, if applicable, aggregate cash
           flows of any Class of Certificates for which such
           pre-tax yields and, if applicable, aggregate cash
           flows are set forth in such Prospectus at the
           indicated percentages of the Prepayment Assumption
           and, if

                              - 17 -

<PAGE>



           applicable, at the indicated values of COFI, LIBOR or
           any other index, as applicable.

                (j) The Offered Certificates of the related
      Series shall have received the ratings specified in the
      related Terms Agreement (the "Required Ratings").

                (k) Prior to the related Closing Date, the
      Company shall have furnished to the Underwriter such
      further information, certificates and documents as the
      Underwriter may reasonably request.

                (l) If any Certificates of the related Series are
      to be sold to any other underwriter and/or offered in
      reliance upon an exemption from the registration
      requirements of the Act, the sale at or prior to the
      related Closing Date of such Certificates to the purchaser
      thereof shall have occurred.

                (m) Subsequent to the date of the related Terms
      Agreement, there shall not have been any change, or any
      development involving a prospective change, in or affecting
      the business or properties of the Company which the
      Underwriter concludes in its judgment, after consultation
      with the Company, materially impairs the investment quality
      of the Offered Certificates of the related Series so as to
      make it impractical or inadvisable to proceed with the
      public offering or the delivery of such Offered
      Certificates as contemplated by the related Prospectus.

           If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects with
respect to the particular Offered Certificates of a Series when
and as provided in this Agreement and the related Terms
Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and its
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriter hereunder (with respect to the related Offered
Certificates) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of
such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.

           7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Underwriter and each
person who controls the Underwriter within the meaning of the Act
or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act, or other

                              - 18 -

<PAGE>



Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement relating to the
Offered Certificates of the applicable Series as it became
effective or in any amendment or supplement thereof, or in such
Registration Statement or the related Prospectus, or in any
amendment thereof, or in the Detailed Description referred to in
such Prospectus or arise out of or are based upon the omission or
alleged omission (in the case of any Computational Materials and
ABS Term Sheets (as defined in Section 9 below) in respect of
which the Company agrees to indemnify the Underwriter, as set
forth below, when such are read in conjunction with the related
Prospectus and Prospectus Supplement) to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made
therein (A) in reliance upon and in conformity with written
information furnished to the Company as herein stated by or on
behalf of the Underwriter specifically for use in connection with
the preparation thereof or (B) in any Current Report or any
amendment or supplement thereof, except to the extent that any
untrue statement or alleged untrue statement therein or omission
therefrom results (or is alleged to have resulted) directly from
an error (a "Mortgage Pool Error") in the information concerning
the characteristics of the Mortgage Loans furnished by the
Company to the Underwriter in writing or by electronic
transmission that was used in the preparation of either (x) any
Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) included in such Current Report (or
amendment or supplement thereof) or (y) any written or electronic
materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Corrected
Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof
if such person did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such
Certificates and the untrue statement or omission of a material
fact contained in such Prospectus (or supplement thereto) was
corrected (a "Corrected Statement") in such other supplement and
such supplement was furnished by the Company to the Underwriter

                              - 19 -

<PAGE>



prior to the delivery of such confirmation, and (iii) such
indemnity with respect to any Mortgage Pool Error shall not inure
to the benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials or ABS
Term Sheets (or any written or electronic materials on which the
Computational Materials are based) that were prepared on the
basis of such Mortgage Pool Error, if, prior to the time of
confirmation of the sale of the applicable Certificates to such
person, the Company notified the Underwriter in writing of the
Mortgage Pool Error or provided in written or electronic form
information superseding or correcting such Mortgage Pool Error
(in any such case, a "Corrected Mortgage Pool Error"), and the
Underwriter failed to notify such person thereof or to deliver to
such person corrected Computational Materials (or underlying
written or electronic materials) or ABS Term Sheets. This
indemnity agreement will be in addition to any liability which
the Company may otherwise have.

           (b) The Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement relating to the Offered
Certificates of the applicable Series, and each person who
controls the Company within the meaning of the Act or the
Exchange Act to the same extent as the foregoing indemnities from
the Company to the Underwriter, but only with reference to (A)
written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity with respect to
the related Series, or (B) any Computational Materials or ABS
Term Sheets (or amendments or supplements thereof) furnished to
the Company by the Underwriter pursuant to Section 8 or Section 9
and incorporated by reference in such Registration Statement or
the related Prospectus or any amendment or supplement thereof
(except that no such indemnity shall be available for any losses,
claims, damages or liabilities, or actions in respect thereof
resulting from any Mortgage Pool Error, other than a Corrected
Mortgage Pool Error). This indemnity agreement will be in
addition to any liability which the Underwriter may otherwise
have. The Company acknowledges that the statements set forth in
the second sentence of the ante-penultimate paragraph, the first
sentence of the penultimate paragraph, and in the last paragraph
appearing on the cover page of the related Prospectus Supplement
as such statements relate to such Offered Certificates and the
second sentence of the first paragraph under the heading "Plan of
Distribution" in such Prospectus Supplement as such statements
relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the
Underwriter for inclusion in the related Prospectus (other than
any Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) furnished to the Company by the

                              - 20 -

<PAGE>



Underwriter), and the Underwriter confirms that such statements
are correct.

           (c) Promptly after receipt by an indemnified party
under Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel
approved by the indemnified party in the case of subparagraph (a)
or (b), representing the indemnified parties under subparagraph
(a) or (b), who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).

           (d)  If the indemnification provided for in paragraph
(a) or (b) of this Section 7 is due in accordance with its terms

                              - 21 -

<PAGE>



but is for any reason held by a court to be unavailable from the
Company or the Underwriter, on grounds of policy or otherwise, or
if the indemnified party failed to give notice under paragraph
(c) of this Section 7 in respect of a claim otherwise subject to
indemnification in accordance with paragraph (a) or (b) of this
Section 7, the Company and the Underwriter shall contribute to
the aggregate losses, claims, damages and liabilities (including
legal and other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and the
Underwriter may be subject, as follows:

           (i) in the case of any losses, claims, damages and
      liabilities (or actions in respect thereof) which do not
      arise out of or are not based upon any untrue statement or
      omission of a material fact in any Computational Materials
      or ABS Term Sheets (or any amendments or supplements
      thereof), in such proportion so that the Underwriter is
      responsible for that portion represented by the difference
      between the proceeds to the Company in respect of the
      Offered Certificates appearing on the cover page of the
      Prospectus Supplement for the related Series and the total
      proceeds received by the Underwriter from the sale of such
      Offered Certificates (the "Underwriting Discount"), and the
      Company is responsible for the balance; provided, however,
      that in no case shall the Underwriter be responsible under
      this subparagraph (i) for any amount in excess of such
      Underwriting Discount applicable to the Offered
      Certificates purchased by the Underwriter pursuant to this
      Agreement and the related Terms Agreement; and

          (ii) in the case of any losses, claims, damages and
      liabilities (or actions in respect thereof) which arise out
      of or are based upon any untrue statement or omission of a
      material fact in any Computational Materials or ABS Term
      Sheets (or any amendments or supplements thereof) or in any
      written or electronic materials on which the Computational
      Materials are based, in such proportion as is appropriate
      to reflect the relative fault of the Company on the one
      hand and the Underwriter on the other in connection with
      the statements or omissions which resulted in such losses,
      claims, damages or liabilities (or actions in respect
      thereof) as well as any other relevant equitable
      considerations. The relative fault shall be determined by
      reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission
      or alleged omission to state a material fact in such
      Computational Materials or ABS Term Sheets (or any
      amendments or supplements thereof or such written or
      electronic materials) results from information prepared by
      the Company on the one hand or the Underwriter on the other
      and the parties' relative intent, knowledge, access to

                              - 22 -

<PAGE>



      information and opportunity to correct or prevent such
      statement or omission.

Notwithstanding anything to the contrary in this Section 7(d), no
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person
who controls the Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
the Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
immediately preceding sentence of this paragraph (d).

           8. Computational Materials and Structural Term Sheets.
(a) Not later than 10:30 a.m., New York time, on the business day
before the date on which the Current Report relating to the
Offered Certificates of a Series is required to be filed by the
Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute (i)
"Computational Materials" within the meaning of the no-action
letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May
27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of
the relief granted in such letter (such materials being the
"Computational Materials"), and (ii) "Structural Term Sheets"
within the meaning of the no-action letter dated February 17,
1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA
Letter"), the filing of which material is a condition of the
relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational
Materials and Structural Term Sheets to the Company pursuant to
this paragraph (a) shall be effected by delivering four copies of
such materials to counsel for the Company on behalf of the
Company at the address specified in Section 3 hereof and one copy
of such materials to the Company.

           (b) The Underwriter represents and warrants to and
agrees with the Company, as of the date of the related Terms
Agreement and as of the Closing Date, that:


                              - 23 -

<PAGE>



                (i) the Computational Materials furnished to the
           Company pursuant to Section 8(a) constitute (either in
           original, aggregated or consolidated form) all of the
           materials furnished to prospective investors by the
           Underwriter prior to the time of delivery thereof to
           the Company that are required to be filed with the
           Commission with respect to the related Offered
           Certificates in accordance with the Kidder Letters,
           and such Computational Materials comply with the
           requirements of the Kidder Letters;

               (ii) the Structural Term Sheets furnished to the
           Company pursuant to Section 8(a) constitute all of the
           materials furnished to prospective investors by the
           Underwriter prior to the time of delivery thereof to
           the Company that are required to be filed with the
           Commission as "Structural Term Sheets" with respect to
           the related Offered Certificates in accordance with
           the PSA Letter, and such Structural Term Sheets comply
           with the requirements of the PSA Letter;

               (iii) on the date any such Computational Materials
           or Structural Term Sheets with respect to such Offered
           Certificates (or any written or electronic materials
           furnished to prospective investors on which the
           Computational Materials are based) were last furnished
           to each prospective investor and on the date of
           delivery thereof to the Company pursuant to Section
           8(a) and on the related Closing Date, such
           Computational Materials (or such other materials) or
           Structural Term Sheets did not and will not include
           any untrue statement of a material fact or, when read
           in conjunction with the related Prospectus and
           Prospectus Supplement, omit to state a material fact
           required to be stated therein or necessary to make the
           statements therein not misleading;

               (iv) the Underwriter has not represented to any
           prospective investor that any Computational Materials
           or Structural Term Sheets with respect to any Series
           were prepared or disseminated on behalf of the
           Company, and, from and after January 26, 1996, all
           Computational Materials and Structural Term Sheets
           furnished to prospective investors (and all written
           and electronic materials furnished to prospective
           investors on which the Computational Materials are
           based) included a disclaimer to the effect set forth
           in Section 8(c); and

                (v) at the time any Computational Materials (or
           any written or electronic materials furnished to
           prospective investors on which the Computational
           Materials are based) with respect to such Offered

                              - 24 -

<PAGE>



           Certificates were furnished to a prospective investor
           and on the date of the related Terms Agreement, the
           Underwriter possessed, and on the date of delivery of
           such materials to the Company pursuant to this Section
           8 and on the related Closing Date, the Underwriter
           will possess, the capability, knowledge, expertise,
           resources and systems of internal control necessary to
           ensure that such Computational Materials conform to
           the representations and warranties of the Underwriter
           contained in subparagraphs (i) and (iii) above of this
           paragraph (b).

Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Computational
Materials or Structural Term Sheets (or any written or electronic
materials on which the Computational Materials are based)
included or will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool
Error, with respect to materials prepared after the receipt by
the Underwriter from the Company of notice of such Corrected
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).

           (c) The Underwriter acknowledges and agrees that the
Company has not authorized and will not authorize the
distribution of any Computational Materials (or any written or
electronic materials on which the Computational Materials are
based) or Structural Term Sheets to any prospective investor, and
agrees that any Computational Materials or Structural Term Sheets
with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof shall
include a disclaimer in form satisfactory to the Company to the
effect that such materials have been prepared and disseminated
solely by and on behalf of the Underwriter, and that the Company
has not reviewed or participated in the preparation or
dissemination of such materials and is not responsible for the
contents or accuracy thereof. The Underwriter agrees that it will
not represent to prospective investors that any Computational
Materials or Structural Term Sheets were prepared or disseminated
on behalf of the Company.

           (d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus

                              - 25 -

<PAGE>



Supplement, not misleading, or if it shall be necessary to amend
or supplement any Current Report relating to any Computational
Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. The Company shall have no
obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any
untrue statement of a material fact or, when read in conjunction
with the related Prospectus and Prospectus Supplement, omits to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading; it being
understood, however, that the Company shall have no obligation to
review or pass upon the accuracy or adequacy of, or to correct,
any such amendment or supplement provided by the Underwriter to
the Company pursuant to this paragraph (e) or (ii) such filing is
not required under the Act.

           9. Collateral Term Sheets. (a) Prior to the delivery
of any "Collateral Term Sheet" within the meaning of the PSA
Letter, the filing of which material is a condition of the relief
granted in such letter (such material being the "Collateral Term
Sheets"), to a prospective investor in any Offered Certificates,
the Underwriter shall, in order to facilitate the timely filing
of such material with the Commission, notify the Company and its
counsel by telephone of its intention to deliver such materials
and the approximate date on which the first such delivery of such
materials is expected to occur. Not later than 10:30 a.m., New
York time, on the business day immediately following the date on
which any Collateral Term Sheet was first delivered to a
prospective investor in such Offered Certificates, the
Underwriter shall deliver to the Company five complete copies of
all materials provided by the Underwriter to prospective
investors in such Offered Certificates which constitute
"Collateral Term Sheets." Each delivery of a Collateral Term
Sheet to the Company pursuant to this paragraph (a) shall be
effected by delivering four copies of such materials to counsel
for the Company on behalf of the Company at the address specified
in Section 3 hereof and one copy of such materials to the
Company. (Collateral Term Sheets and Structural Term Sheets are,
together, referred to herein as "ABS Term Sheets.") At the time
of each such delivery, the Underwriter shall indicate in writing
that the materials being delivered constitute Collateral Term
Sheets, and, if there has been any

                              - 26 -

<PAGE>



prior such delivery with respect to the related Series, shall
indicate whether such materials differ in any material respect
from any Collateral Term Sheets previously delivered to the
Company with respect to such Series pursuant to this Section 9(a)
as a result of the occurrence of a material change in the
characteristics of the related Mortgage Loans.

           (b) The Underwriter represents and warrants to and
agrees with the Company as of the date of the related Terms
Agreement and as of the Closing Date, that:

                     (i) The Collateral Term Sheets furnished to
      the Company pursuant to Section 9(a) constitute all of the
      materials furnished to prospective investors by the
      Underwriter prior to time of delivery thereof to the
      Company that are required to be filed with the Commission
      as "Collateral Term Sheets" with respect to the related
      Offered Certificates in accordance with the PSA Letter, and
      such Collateral Term Sheets comply with the requirements of
      the PSA Letter;

                    (ii) On the date any such Collateral Term
      Sheets with respect to such Offered Certificates were last
      furnished to each prospective investor and on the date of
      delivery thereof to the Company pursuant to Section 9(a)
      and on the related Closing Date, such Collateral Term
      Sheets did not and will not include any untrue statement of
      a material fact or, when read in conjunction with the
      Prospectus and Prospectus Supplement, omit to state a
      material fact required to be stated therein or necessary to
      make the statements therein not misleading; and

                   (iii) the Underwriter has not represented to
      any prospective investor that any Collateral Term Sheets
      with respect to any Series were prepared or disseminated on
      behalf of the Company, and, except as otherwise disclosed
      by the Underwriter to the Company in writing prior to the
      date hereof, all Collateral Term Sheets previously
      furnished to prospective investors included a disclaimer to
      the effect set forth in Section 8(c).

Notwithstanding the foregoing, the Underwriter makes no
representation or warranty as to whether any Collateral Term
Sheet included or will include any untrue statement or material
omission resulting directly from any Mortgage Pool Error (except
any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of
notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).

           (c)  The Underwriter acknowledges and agrees that any
Collateral Term Sheets with respect to any Series of Certificates

                              - 27 -

<PAGE>



furnished to prospective investors from and after the date hereof
shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(c) hereof, and to the effect
that the information contained in such materials supersedes the
information contained in any prior Collateral Term Sheet with
respect to such Series of Offered Certificates and will be
superseded by the description of the related Mortgage Loans in
the related Prospectus Supplement and in the Detailed Description
relating to such Prospectus Supplement to be filed under cover of
Form 8-K. The Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.

           (d) If, at any time when a prospectus relating to the
Offered Certificates of a Series is required to be delivered
under the Act, it shall be necessary to amend or supplement the
related Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report
relating to any Collateral Term Sheets to comply with the Act or
the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company,
that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with
the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that
the Underwriter makes no representation or warranty as to whether
any such amendment or supplement will include any untrue
statement resulting directly from any Mortgage Pool Error (except
any Corrected Mortgage Pool Error, with respect to any such
amendment or supplement prepared after the receipt by the
Underwriter from the Company of notice of such Corrected Mortgage
Pool Error or materials superseding or correcting such Corrected
Mortgage Pool Error). The Company shall have no obligation to
file such amendment or supplement if the Company determines that
(i) such amendment or supplement contains any untrue statement of
a material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however,
that the Company shall have no obligation to review or pass upon

                              - 28 -

<PAGE>



the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to
this paragraph (d) or (ii) such filing is not required under the
Act.

           10. Termination. This Agreement (with respect to a
particular Certificate Offering) and the related Terms Agreement
shall be subject to termination in the absolute discretion of the
Underwriter, by notice given to the Company prior to delivery of
and payment for the related Offered Certificates, if prior to the
related Closing Date (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal
or New York State authorities, or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the reasonable
judgment of the Underwriter, impracticable to market such Offered
Certificates.

           11. Representations and Indemnities to Survive
Delivery. The agreements, representations, warranties,
indemnities and other statements of the Company or its officers
and of the Underwriter set forth in or made pursuant to this
Agreement and the related Terms Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of the Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates. The provisions of Section 7 hereof shall survive
the termination or cancellation of this Agreement and the related
Terms Agreement.

           12. Successors. This Agreement and the related Terms
Agreement will inure to the benefit of and be binding upon the
parties hereto and thereto and their respective successors and
the officers, directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder.
No purchaser of any Offered Certificate from the Underwriter
shall be deemed a successor or assign by reason of such purchase.

           13.  APPLICABLE LAW.  THIS AGREEMENT AND THE RELATED
TERMS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.

           14.  Miscellaneous.  This Agreement, as supplemented by
the related Terms Agreement, supersedes all prior and
contemporaneous agreements and understandings relating to the
subject matter hereof.  This Agreement and the related Terms

                              - 29 -

<PAGE>



Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written
agreement made by the party against whom enforcement of the
change, waiver, discharge or termination is sought. The headings
in this Agreement and the related Terms Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.

           15.  Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriter, will be delivered to it at the address first above
written; or if sent to the Company, will be delivered to GE
Capital Mortgage Services, Inc., Three Executive Campus, Cherry
Hill, New Jersey  08002, Attention: General Counsel.




<PAGE>



           If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Company and the Underwriter.

                               Very truly yours,

                               GE CAPITAL MORTGAGE SERVICES, INC.



                               By:
                              Name:
                              Title:



The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.

DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION



By:
   Name:
   Title:




                              - 31 -

<PAGE>



                                                          EXHIBIT A

                GE CAPITAL MORTGAGE SERVICES, INC.

            REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                          SERIES ____-__

                         TERMS AGREEMENT
                   (to Underwriting Agreement,
                      dated March [ ], 1996
             between the Company and the Underwriter)


GE Capital Mortgage Services, Inc.               New York, New York
Three Executive Campus                                       [Date]
Cherry Hill, NJ 08034

           Donaldson, Lufkin & Jenrette Securities Corporation
(the "Underwriter") agrees, subject to the terms and provisions
herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase such Classes of Series
____-__ Certificates specified in Section 2(a) hereof (the
"Offered Certificates"). This letter supplements and modifies the
Underwriting Agreement solely as it relates to the purchase and
sale of the Offered Certificates described below. The Series
____-__ Certificates are registered with the Securities and
Exchange Commission by means of an effective Registration
Statement (No. 33-___). Capitalized terms used and not defined
herein have the meanings given them in the Underwriting
Agreement.

           Section 1. The Mortgage Pool: The Series ____-__
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off
Date"):

           (a) Aggregate Principal Amount of the Mortgage Pool:
      $[ ] aggregate principal balance as of the Cutoff Date,
      subject to [an upward or downward variance of up to [ ]%,
      the precise aggregate principal balance to be determined by
      the Company][a permitted variance such that the aggregate
      Scheduled Principal Balance thereof will be not less than
      $[ ] or greater than $[ ]].

           (b)  Original Terms to Maturity:  The original term to
      maturity of each Mortgage Loan included in the Mortgage Pool
      shall be between ___ and ___ years.


                               A-1


<PAGE>




           Section 2.     The Certificates:  The Offered
Certificates shall be issued as follows:

           (a) Classes: The Offered Certificates shall be issued
      with the following Class designations, interest rates and
      principal balances, subject in the aggregate to the
      variance referred to in Section 1(a)[and, as to any
      particular Class, to an upward or downward variance of up
      to [ ]%]:


                Principal      Interest           Class Purchase
Class            Balance         Rate            Price Percentage








           (b) The Offered Certificates shall have such other
      characteristics as described in the related Prospectus.

           Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificates Principal Balance thereof plus
accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including, _________ __, ____
(the "Closing Date").

           Section 4.     Required Ratings:    The Offered
Certificates shall have received Required Ratings of at least
[   ] from [   ].

           Section 5.     Tax Treatment:  [One or more elections
will be made to treat the assets of the Trust Fund as a REMIC.]
[The Trust Fund will be treated as a "grantor trust" for federal
income tax purposes.]

           [Section 6.    Additional Expenses:]*

- --------
* to be inserted if applicable.


                               A-2


<PAGE>


           If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.

                               Very truly yours,

                               DONALDSON, LUFKIN & JENRETTE
                                 SECURITIES CORPORATION



                               By:
                              Name:
                              Title:



The foregoing Agreement is hereby confirmed and accepted as of
the date first above written.

GE CAPITAL MORTGAGE SERVICES, INC.



By:
   Name:
   Title:


                               A-3





                GE CAPITAL MORTGAGE SERVICES, INC.

            REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                          SERIES 1998-15

                          TERMS AGREEMENT
                    (to Underwriting Agreement,
                       dated March 21, 1996,
             between the Company and the Underwriter)

GE Capital Mortgage Services, Inc.             New York, New York
Three Executive Campus                         September 23, 1998
Cherry Hill, NJ 08002

           Donaldson, Lufkin & Jenrette Securities Corporation
(the "Underwriter") agrees, subject to the terms and provisions
herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase the Classes of Series
1998-15 Certificates specified in Section 2(a) hereof (the
"Offered Certificates"). This Terms Agreement supplements and
modifies the Underwriting Agreement solely as it relates to the
purchase and sale of the Offered Certificates described below.
The Series 1998-15 Certificates are registered with the
Securities and Exchange Commission by means of an effective
Registration Statement (No. 333-51151). Capitalized terms used
and not defined herein have the meanings given them in the
Underwriting Agreement.

      Section 1. The Mortgage Pool: The Series 1998-15
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed-rate, first-lien, fully-amortizing, one- to
four-family residential mortgage loans (the "Mortgage Loans")
having the following characteristics as of September 1, 1998 (the
"Cut-off Date"):

           (a) Aggregate Principal Amount of the Mortgage Pool:
      $475,922,798.28 aggregate principal balance as of the
      Cut-off Date, subject to a permitted variance such that the
      aggregate original Certificate Principal Balance will be
      not less than $451,250,000 or greater than $498,750,000.

           (b) Original Terms to Maturity: The original term to
      maturity of substantially all of the Mortgage Loans
      included in the Mortgage Pool shall be between 20 and 30
      years.

      Section 2. The Certificates: The Offered Certificates shall
be issued as follows:


<PAGE>


           (a) Classes: The Offered Certificates shall be issued
      with the following Class designations, interest rates and
      principal balances, subject in the aggregate to the
      variance referred to in Section 1(a):

                                                  Class
                                                 Purchase
                    Principal      Interest       Price 
      Class          Balance         Rate       Percentage
      -----         ---------      --------     ----------
      Class M      $8,804,571       6.750%       99.580%
      Class B1      3,807,382       6.750        98.750%
      Class B2      2,141,652       6.750        96.800%


           (b) The Offered Certificates shall have such other
      characteristics as described in the related Prospectus.

      Section 3. Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificate Principal Balance thereof plus
accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, September
24, 1998 (the "Closing Date").

      Section 4. Required Ratings: The Class M, Class B1 and
Class B2 Certificates shall have received Required Ratings of at
least "AA," "A" and "BBB," respectively, from Fitch IBCA, Inc.

      Section 5. Tax Treatment: One or more elections will be
made to treat the assets of the Trust Fund as a REMIC.


                                2
<PAGE>


           If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
undersigned a counterpart hereof, whereupon this letter and your
acceptance shall represent a binding agreement between the
Underwriter and the Company.

                               Very truly yours,

                               DONALDSON, LUFKIN & JENRETTE
                               SECURITIES CORPORATION



                               By:_____________________________
                                  Name:
                                  Title:


The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.

GE CAPITAL MORTGAGE SERVICES, INC.



By:______________________________
   Name:
   Title:




                                                       Execution



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


                GE CAPITAL MORTGAGE SERVICES, INC.,

                        Seller and Servicer


                                and




               STATE STREET BANK AND TRUST COMPANY,

                              Trustee




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


                  POOLING AND SERVICING AGREEMENT

                   Dated as of September 1, 1998


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


           REMIC Multi-Class Pass-Through Certificates,
                          Series 1998-15


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


<PAGE>



                        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................33
    Section 2.02. Acceptance by Trustee.......................37
    Section 2.03. Representations and Warranties of 
                  the Company; Mortgage Loan Repurchase.......38
    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.................................51
    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; Certificate 
                  Account Statements..........................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


<PAGE>


                            ARTICLE IV
                     PAYMENTS AND STATEMENTS

    Section 4.01. Distributions...............................60
    Section 4.02. Method of Distribution......................63
    Section 4.03. Allocation of Losses........................64
    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 Base Servicing Fees
                  by Compensating Interest Payments...........69
    Section 4.09. Surety Bond.................................69

                            ARTICLE V
                         THE CERTIFICATES

    Section 5.01. The Certificates............................69
    Section 5.02. Registration of Transfer and 
                  Exchange of Certificates....................72
    Section 5.03. Mutilated, Destroyed, Lost or 
                  Stolen Certificates.........................77
    Section 5.04. Persons Deemed Owners.......................78
    Section 5.05. Access to List of Certificateholders' 
                  Names and Addresses.........................78
    Section 5.06. Representation of Certain 
                  Certificateholders..........................78
    Section 5.07. Determination of COFI.......................78
    Section 5.08. Determination of LIBOR......................79

                            ARTICLE VI
                           THE COMPANY

    Section 6.01. Liability of the Company....................80
    Section 6.02. Merger or Consolidation of, or 
                  Assumption of the Obligations of, 
                  the Company.................................80
    Section 6.03. Assignment..................................81
    Section 6.04. Limitation on Liability of the 
                  Company and Others..........................81
    Section 6.05. The Company Not to Resign...................82

                           ARTICLE VII
                             DEFAULT

    Section 7.01. Events of Default...........................82
    Section 7.02. Trustee to Act; Appointment of Successor....83
    Section 7.03. Notification to Certificateholders..........84


                               ii
<PAGE>


                           ARTICLE VIII
                           THE TRUSTEE

    Section 8.01. Duties of Trustee...........................84
    Section 8.02. Certain Matters Affecting the Trustee.......85
    Section 8.03. Trustee Not Liable for Certificates
                  or Mortgage Loans...........................86
    Section 8.04. Trustee May Own Certificates................87
    Section 8.05. The Company to Pay Trustee's 
                  Fees and Expenses...........................87
    Section 8.06. Eligibility Requirements for Trustee........87
    Section 8.07. Resignation or Removal of Trustee...........87
    Section 8.08. Successor Trustee...........................88
    Section 8.09. Merger or Consolidation of Trustee..........89
    Section 8.10. Appointment of Co-Trustee or Separate 
                  Trustee.....................................89
    Section 8.11. Compliance with REMIC Provisions; 
                  Tax Returns.................................90

                            ARTICLE IX
                           TERMINATION

    Section 9.01. Termination upon Repurchase by the 
                  Company or Liquidation of All 
                  Mortgage Loans..............................90
    Section 9.02. Additional Termination Requirements.........92

                            ARTICLE X
                     MISCELLANEOUS PROVISIONS

    Section 10.01. Amendment..................................92
    Section 10.02. Recordation of Agreement...................93
    Section 10.03. Limitation on Rights of 
                   Certificateholders.........................94
    Section 10.04. Governing Law..............................94
    Section 10.05. Notices....................................94
    Section 10.06. Notices to the Rating Agencies.............95
    Section 10.07. Severability of Provisions.................95
    Section 10.08. Certificates Nonassessable 
                   and Fully Paid.............................95


                               iii
<PAGE>


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


                               iv
<PAGE>


           THIS POOLING AND SERVICING AGREEMENT, dated as of
September 1, 1998, 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: As to the Accrual
      Certificates, the earlier of (i) the Cross-Over Date; and
      (ii) the Distribution Date on which the Class Certificate
      Principal Balance of each Class of Accretion Directed
      Certificates has been reduced to zero.

           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, on the aggregate Notional
      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


<PAGE>


      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 Certificate Interest Losses for
      such Distribution Date. Any Net Interest Shortfall and
      Certificate 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%.


                                2
<PAGE>

           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 October of each year that the Certificates are
      outstanding, commencing in October 1999.

           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 Remittance 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 Remittance 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).


                                3
<PAGE>


           Bankruptcy Loss Amount: As of any Determination Date
      prior to the first Anniversary Determination Date, the
      Bankruptcy Loss Amount shall equal $164,817, 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.

           Base 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
      Base Servicing Fee Rate for such Mortgage Loan. The Base
      Servicing Fee for any Distribution Date is subject to
      adjustment pursuant to Section 3.08(d) (with respect to a
      Realized Loss) or the definition of Interest Loss (with
      respect to the interest portion of a Debt Service
      Reduction).

           Base 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.

           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 and Class PO
      Certificates, constitutes a Class of Book-Entry
      Certificates.

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


                                4
<PAGE>


           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 Loss: (i) On or prior to the
      Cross-Over Date, any Interest Loss in respect of an Excess
      Loss and (ii) after the Cross-Over Date, any Interest Loss,
      in each case to the extent such Interest Loss is allocable
      to the Certificates in accordance with Section 3.08(d)
      (with respect to a Realized Loss) or the definition of
      Interest Loss (with respect to the interest portion of a
      Debt Service Reduction).

           Certificate Interest Rate: With respect to any Class
      of Certificates, other than the LIBOR Certificates, and as
      of any Distribution Date, the per annum fixed rate
      specified in Section 5.01(b). With respect to each 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(e).

           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.


                                5
<PAGE>


           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 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 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).

           Closing Date: September 24, 1998.


                                6
<PAGE>


           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 Base 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).


                                7
<PAGE>


           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 Two
      International Place, 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: September 1, 1998.

           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.).


                                8
<PAGE>


           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(3) 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 Loan listed in Exhibit
      M hereto.

           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 6.75% per annum.


                                9
<PAGE>


           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.


                               10
<PAGE>


           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).


                               11
<PAGE>


           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 $4,759,237 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,
      Class A9, Class A10 or Class R Certificate.

           Group II Senior Certificate: Any Class A11
      Certificate.

           Group II Senior Distribution Percentage: 0% through
      the Distribution Date in September 2003; 30% thereafter
      through the Distribution Date in September 2004; 40%
      thereafter through the Distribution Date in September 2005;
      60% thereafter through the Distribution Date in September
      2006; 80% thereafter through the Distribution Date in
      September 2007; and 100% thereafter.

           Group II Senior 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 Group II Senior Certificates
      immediately preceding such Distribution Date by (y) the
      aggregate Certificate Principal Balance of all the Senior
      Certificates (other than the Class PO Certificates)
      immediately preceding such Distribution Date.

           Group II Senior Principal Distribution Amount: With
      respect to any Distribution Date, the product of (a) the
      Senior Optimal Principal Amount for such date multiplied by
      (b) the Group II Senior Percentage for such date multiplied
      by (c) the Group II Senior Distribution Percentage for such
      date; provided, however, that (i) on the Group I Final
      Distribution Date, the Group II Senior 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 


                               12
<PAGE>


      I Final Distribution Date, the Group II Senior Principal
      Distribution Amount will equal the Senior Optimal Principal
      Amount.

           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: 5.65625% per annum.

           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 Loss: (i) With respect to any Realized Loss,
      the excess of accrued and unpaid interest due on the
      related Mortgage Loan over the amount allocated to interest
      thereon in accordance with Section 3.08(d), and (ii) with
      respect to any Debt Service Reduction and any calendar
      month, the reduction in the amount of interest due on the
      related Mortgage Loan during such month as a result of the
      relevant bankruptcy proceeding.

           The amount of any Interest Loss described in clause
      (i) of the preceding paragraph will be allocated among the
      Base Servicing Fee, the Supplemental Servicing Fee and the
      Certificates in accordance with Section 3.08(d). The amount
      of any Interest Loss described in clause (ii) of the
      preceding paragraph will be allocated among the Base
      Servicing Fee, the Supplemental Servicing Fee and the
      Certificates in proportion to the amount of interest that
      would have been allocated to the Base Servicing Fee at the
      Base Servicing Fee Rate, the Supplemental Servicing Fee at
      the Supplemental Servicing Fee Rate and interest at the
      Remittance Rate, respectively, in the absence of the Debt
      Service Reduction.

           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:


                               13
<PAGE>


                (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.

           For purposes of the definitions of Net Interest
      Shortfall and Supplemental Servicing Fee, the amount of any
      Interest Shortfall shall be allocated between the
      Certificates and the Supplemental Servicing Fee in
      proportion to the amount of interest that would have been
      allocated to the Certificates (at the Remittance Rate) and
      the Supplemental Servicing Fee (at the Supplemental
      Servicing Fee Rate), respectively, in the absence of such
      Interest Shortfall.

           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 


                               14
<PAGE>


      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: September 25, 2030.

           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.


                               15
<PAGE>


           LIBOR Certificate: Any Class A3 or Class A4
      Certificate.

           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.

           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).

           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 Remittance 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 


                               16
<PAGE>


      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.


                               17
<PAGE>


           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 Base
      Servicing Fee Rate.

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

           Non-Credit Loss: Any Fraud Loss, Special Hazard Loss
      or Deficient Valuation.

           Non-Discount Mortgage Loan: Any Mortgage Loan with a
      Net Mortgage Rate greater than or equal to 6.75% per annum.

           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 6.75%. 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: None.

           Notional Component: None.

           Notional Component Balance: None.


                               18
<PAGE>


           Notional Principal Balance: None.

           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 


                               19
<PAGE>


      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


                               20
<PAGE>


      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 6.75% over the Net Mortgage Rate of
      such Discount Mortgage Loan and the denominator of which is
      6.75%. As to any Non-Discount Mortgage Loan, 0%.

           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 


                               21
<PAGE>


      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.

           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 


                               22
<PAGE>


      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 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 private placement
      memorandum relating to the Restricted Junior Certificates
      dated September 23, 1998.

           Prohibited Transaction Exemption: U.S. Department of
      Labor Prohibited Transaction Exemption 89-89, 55 Fed. Reg.
      42589, October 17, 1989.

           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 


                               23
<PAGE>


      confers an exclusive right to the holder of such 
      Cooperative Stock to occupy such apartment.

           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
      Remittance Rate for such Mortgage Loan.

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

           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. 


                               24
<PAGE>


      Office 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.

           Remittance Rate: With respect to any Mortgage Loan,
      the related Mortgage Rate less the sum of the applicable
      Base Servicing Fee Rate and the Supplemental Servicing Fee
      Rate.

           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 or Class PO Certificate.

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

           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.


                               25
<PAGE>


           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.

           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


                               26
<PAGE>


      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 ten
      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 September
      2003 to and including the Distribution Date in September
      2004, the Senior Percentage for such Distribution Date plus
      70% of the Junior Percentage for such Distribution Date;

           (ii) for any Distribution Date subsequent to September
      2004 to and including the Distribution Date in September
      2005, the Senior Percentage for such Distribution Date plus
      60% of the Junior Percentage for such Distribution Date;

           (iii) for any Distribution Date subsequent to
      September 2005 to and including the Distribution Date in
      September 2006, the Senior Percentage for such Distribution
      Date plus 40% of the Junior Percentage for such
      Distribution Date;


                               27
<PAGE>


           (iv) for any Distribution Date subsequent to September
      2006 to and including the Distribution Date in September
      2007, 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 October 2003 and September 2004, (b) 35% of the
      Original Subordinate Principal Balance if such Distribution
      Date occurs between and including October 2004 and
      September 2005, (c) 40% of the Original Subordinate
      Principal Balance if such Distribution Date occurs between
      and including October 2005 and September 2006, (d) 45% of
      the Original Subordinate Principal Balance if such
      Distribution Date occurs between and including October 2006
      and September 2007 and (e) 50% of the Original Subordinate
      Principal Balance if such Distribution Date occurs during
      or after October 2007; 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 October 2003 and September 2004, (b) 15% of the
      Original Subordinate Principal Balance if such Distribution
      Date occurs between and including October 2004 and
      September 2005, (c) 20% of the Original Subordinate
      Principal Balance if such Distribution Date occurs between
      and including October 2005 and September 2006, (d) 25% of
      the Original Subordinate Principal Balance if such
      Distribution Date occurs between and including October 2006
      and September 2007, and 


                               28
<PAGE>


      (e) 30% of the Original Subordinate Principal Balance if 
      such Distribution Date occurs during or after October 2007.

           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, the sum of (a) the Base Servicing Fee
      and (b) the Supplemental Servicing Fee.

           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 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 $4,759,237 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


                               29
<PAGE>


      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 2.06(c).

           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.


                               30
<PAGE>


           Supplemental 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 Supplemental Servicing Fee Rate for such Mortgage Loan.
      The Supplemental Servicing Fee for any Distribution Date
      shall be reduced by its allocable share of Interest
      Shortfalls (as provided in the definition thereof) and any
      Interest Losses (in accordance with Section 3.08(d)).

           Supplemental Servicing Fee Rate: As to any Mortgage
      Loan and Distribution Date, a fixed rate per annum equal to
      the excess, if any, of the Net Mortgage Rate thereof over
      6.75%.

           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;


                               31
<PAGE>


           (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); 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.

           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(e)
      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 


                               32
<PAGE>


      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), 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, 100% of all Voting
      Rights shall be allocated among the Classes of Certificates
      (and among the Certificates within each Class of
      Certificates) 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 before, the Cut-off Date).

           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:


                               33
<PAGE>


           (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, 


                               34
<PAGE>


      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:

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

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

           (iii) 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

           (iv) 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 (i) and (iii) 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 evidence of any primary mortgage
insurance relating to the Mortgage Loans during the period when
the related insurance is in force. Such evidence shall consist,
for each Mortgage Loan, of a certificate of private mortgage
insurance relating to such 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 


                               35
<PAGE>


number, the loan amount, the property address, the effective date
of coverage, the amount of coverage and the expiration date of
the policy. (The copies of the Mortgage, intervening assignments
of Mortgage, if any, title insurance binder and the Primary
Insurance Policy, if any, described in the second and third
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 


                               36
<PAGE>


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)(iv)), 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 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)(iv)), 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 UC 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 


                               37
<PAGE>


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;


                               38
<PAGE>


           (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) None of the Mortgage Loans constitute Pledged
      Asset Mortgage Loans. The Loan-to-Value Ratio of each
      Mortgage Loan was not more than 95.00%. As of the Cut-off
      Date, no more than 12.75% of the Mortgage Loans by
      Scheduled Principal Balance had Loan-to-Value Ratios of
      more than 80% and each such Mortgage Loan 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. 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. The
      Mortgage Rate of each Mortgage Note of the related Mortgage
      Loan was not less than 6.500% per annum and not greater
      than 8.625% per annum. The Mortgage Rate of each Mortgage
      Note is fixed for the life of the related Mortgage Loan;

           (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 of the Cut-off Date, (i) no more than 9.50%
      of the Mortgage Loans by Scheduled Principal Balance had a
      Scheduled Principal Balance of more than $500,000


                               39
<PAGE>


      and up to and including $750,000; (ii) no more than 3.25%
      of the Mortgage Loans by Scheduled Principal Balance
      had a Scheduled Principal Balance of more than $750,000 and
      up to and including $1,000,000; and (iii) no more than
      1.00% of the Mortgage Loans by Scheduled Principal Balance
      had a Scheduled Principal Balance of more than $1,000,000;

           (xv) As of the Cut-off Date, no more than 0.75% of the
      Mortgage Loans by Scheduled Principal Balance are secured
      by Mortgaged Properties located in any one postal zip code
      area;

           (xvi) As of the Cut-off Date, at least 98.00% of the
      Mortgage Loans by Scheduled Principal Balance are secured
      by Mortgaged Properties determined by the Company to be the
      primary residence of the Mortgagor. The basis for such
      determination is the making of a representation by the
      Mortgagor at origination that he or she intends to occupy
      the underlying property;

           (xvii) As of the Cut-off Date, at least 91.00% of the
      Mortgage Loans by Scheduled Principal Balance are secured
      by one-family detached residences;

           (xviii) As of the Cut-off Date, no more than 3.50% of
      the Mortgage Loans by Scheduled Principal Balance are
      secured by condominiums and, as of the Cut-off Date, no
      more than 1.00% of the Mortgage Loans by Scheduled
      Principal Balance are secured by two- to four-family
      residential properties. As to each condominium or 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. As of the Cut-off Date, no more than 0.50% of
      the Mortgage Loans by Scheduled Principal Balance are
      secured by condominiums located in any one postal zip code
      area;

           (xix) 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;

           (xx) As of the Cut-off Date, none of the Mortgage
      Loans by Scheduled Principal Balance constituted Buydown
      Mortgage Loans.

           (xxi) The original principal balances of the Mortgage
      Loans range from $227,500 to $1,435,000;

           (xxii) As of the Cut-off Date, no more than 1.50% of
      the Mortgage Loans by Scheduled Principal Balance are
      secured by second homes and no more than 0.50% of 


                               40
<PAGE>


      the Mortgage Loans by Scheduled Principal Balance are 
      secured by investor-owned properties;

           (xxiii) All appraisals have been prepared
      substantially in accordance with the description contained
      under the caption "The Trust Fund - The Mortgage Loans" in
      the prospectus dated May 26, 1998, included in the
      registration statement on Form S-3 (file no. 333-51151)
      filed by the Company with the Securities and Exchange
      Commission with respect to the offer and sale of certain
      Classes of the Certificates;

           (xxiv) 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;

           (xxv) 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;

           (xxvi) 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;

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

           (xxviii) 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;

           (xxix) As of the Cut-Off Date, no more than 1.00% of
      the Mortgage Loans, by Scheduled Principal Balance, are
      Cooperative Loans. With respect to each 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


                               41
<PAGE>


                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

           (xxx) 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 


                               42
<PAGE>


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 Remittance 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) 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) 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 


                               43
<PAGE>


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.

      (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 no event shall the assets described in clause (ix)
of the definition of the term Trust Fund constitute a part of the
REMIC established hereunder.


                               47
<PAGE>


      (f) 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 that the affairs of the REMIC shall be conducted so as to
qualify 


                               44
<PAGE>


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);


                               45
<PAGE>


           (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, except for taxes for which the Company
      is required to indemnify the REMIC pursuant to Section
      3.01(c);

           (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. The Company shall not be entitled to
be reimbursed for any taxes paid pursuant to the indemnification
provisions of Section 3.01(c)


                               46
<PAGE>


(except as provided therein). 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 Remittance 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.


                               47
<PAGE>


      (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 


                               48
<PAGE>


      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 Remittance Rate on
      the Mortgage Loan received from the related Mortgagor,
      including any Buydown Funds applied with respect to
      interest at the applicable Remittance 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 


                               49
<PAGE>


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 


                               50
<PAGE>


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


                                51
<PAGE>


      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); and

           (ix) 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.


                               52
<PAGE>


      (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


                               53
<PAGE>


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


                               54
<PAGE>


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


                               55
<PAGE>


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 among the Base Servicing Fee at the
Base Servicing Fee Rate, the Supplemental Servicing Fee at the
Supplemental Servicing Fee Rate and interest at the Remittance
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. The resulting Interest Loss shall be allocated
among each such category in the same proportion as described in
the preceding sentence. The portion so allocated to interest at
the Remittance Rate shall be allocated to the Certificates for
purposes of making the allocation specified in the definition of
Certificate Interest Loss.

      (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


                               56
<PAGE>


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


                               57
<PAGE>


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; Certificate Account
Statements. 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, 1999, 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, 1999, 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


                               58
<PAGE>


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.


                               59
<PAGE>


                           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), 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), 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 therein of the word "approximate" or any derivation
      thereof; 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;


                               60
<PAGE>


           (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.


                               61
<PAGE>


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(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) 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


                               62
<PAGE>


sentence, subject to the remainder of this subsection (e). 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 Section 4.01(e).
Any distributions made pursuant to this Section 4.01(e) 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) 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


                               63
<PAGE>


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. 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;


                               64
<PAGE>


                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,


                               65
<PAGE>


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


                               66
<PAGE>


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;


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<PAGE>


           (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 and any COFI Certificates applicable to the
      Interest Accrual Period relating to such Distribution Date
      and such Class;

           (xi) The Senior Percentage, the Group II Senior
      Percentage and the Junior Percentage for such Distribution
      Date;

           (xii) The Senior Prepayment Percentage, the Group II
      Senior 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(a) 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 copy 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


                               68
<PAGE>


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 1998, 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 Base Servicing Fees by
Compensating Interest Payments. The aggregate amount of the Base
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 the Mortgage Loan Payment Record and shall
distribute such Required Surety Payment, or the proceeds thereof,
in accordance with the provisions of Section 4.01.

                            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,


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<PAGE>


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 $475,922,798.28. 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:


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<PAGE>


                Initial Class
                 Certificate       Certificate
                  Principal          Interest          Minimum
Designation        Balance             Rate         Denominations
- -----------     -------------      -----------      -------------

Class A1      $261,327,000.00          6.750%          25,000
Class A2        89,086,000.00          6.750           25,000
Class A3        30,235,235.00           (1)            25,000
Class A4         7,838,765.00           (1)            25,000
Class A5         1,500,000.00          6.750            1,000
Class A6         1,500,000.00          6.750            1,000
Class A7         2,000,000.00          6.750            1,000
Class A8         8,571,429.00          6.500            1,000
Class A9         5,000,000.00          7.000            1,000
Class A10        1,428,571.00          7.375            1,000
Class A11       47,500,000.00          6.750           25,000
Class PO           897,870.75          0.000          250,000
Class M          8,804,571.00          6.750          100,000
Class B1         3,807,382.00          6.750          100,000
Class B2         2,141,652.00          6.750          100,000
Class B3         1,903,691.00          6.750          250,000
Class B4           951,845.00          6.750          250,000
Class B5         1,428,686.53          6.750          250,000
Class R                100.00          6.750              100

- ----------------------.

(1)  The Certificate Interest Rates of the Class A3 and Class A4
     Certificates for each Interest Accrual Period shall be
     determined as provided in Section 5.01(e).

      (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 (or Notional 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


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<PAGE>


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) During the first Interest Accrual Period, the
Certificate Interest Rate of the Class A3 Certificates shall be
6.45625% per annum. For each subsequent Interest Accrual Period,
the Certificate Interest Rate of the Class A3 Certificates shall
be a per annum rate equal to 0.800% plus LIBOR, subject to a
maximum rate of 8.500%.

           During the first Interest Accrual Period, the
Certificate Interest Rate of the Class A4 Certificates shall be
7.88304% per annum. For each subsequent Interest Accrual Period,
the Certificate Interest Rate of the Class A4 Certificates shall
be a per annum rate equal to (i) 29.69999915% less (ii) the
product of 3.85714275% and LIBOR, subject to a minimum rate of
0.00%.

      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


                               72
<PAGE>


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) 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


                               73
<PAGE>


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 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


                               74
<PAGE>


(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 Certificates to the Company or upon
any subsequent transfer of any Class PO 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.


                               75
<PAGE>


      (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


                               76
<PAGE>


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


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<PAGE>


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


                               78
<PAGE>


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


                               79
<PAGE>


      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


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<PAGE>


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


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<PAGE>


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


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<PAGE>


      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


                               83
<PAGE>


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


                               84
<PAGE>


      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


                               85
<PAGE>


      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


                               86
<PAGE>


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


                               87
<PAGE>


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


                               88
<PAGE>


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


                               89
<PAGE>


           (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 REMIC 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) plus accrued and unpaid
interest thereon at the applicable Remittance 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


                               90
<PAGE>


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 in
accordance with the applicable priorities provided by Section
4.01. 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.


                               91
<PAGE>


      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


                               92
<PAGE>


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.


                               93
<PAGE>


      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


                               94
<PAGE>


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.

                        *   *   *


                                95
<PAGE>


           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:


<PAGE>





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


           On the      day of September, 1998 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]


<PAGE>





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


           On the      day of September, 1998 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]


<PAGE>


                             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.


<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-1 Certificate
                                    Principal Balance:
Class A-1                             $261,327,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP:  36157RRP2
October 26, 1998


                               2
<PAGE>


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 A-1 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 September 1, 1998 (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 October 1998, 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


                               3
<PAGE>


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 Multi-Class Pass-Through
Certificates, Series 1998-15, issued in nineteen Classes (Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class R, Class
PO, 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


                               4
<PAGE>


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


                               5
<PAGE>


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


                               6
<PAGE>


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.


                               7
<PAGE>


           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:___________________


                                8
<PAGE>


                            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.


                                9
<PAGE>


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.


                               10
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-2 Certificate
                                    Principal Balance:
Class A-2                             $89,086,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP:  36157RRQ0
October 26, 1998


                                11
<PAGE>


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 A-2 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 September 1, 1998 (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 October 1998, 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


                                12
<PAGE>


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.


                                13
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-3 Certificate
                                    Principal Balance:
Class A-3                             $30,235,235

Certificate Interest                Initial Certificate Principal
Rate per annum: variable            Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRR8
October 26, 1998


                                14
<PAGE>


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 A-3 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 September 1, 1998 (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 October 1998, 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


                                15
<PAGE>


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.


                                16
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-4 Certificate
                                    Principal Balance:
Class A-4                             $7,838,765

Certificate Interest                Initial Certificate Principal
Rate per annum: variable            Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRS6
October 26, 1998


                                17
<PAGE>


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 A-4 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 September 1, 1998 (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 October 1998, 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


                                18
<PAGE>


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.


                                19
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-5 Certificate
                                    Principal Balance:
Class A-5                             $1,500,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRT4
October 26, 1998


                                20
<PAGE>


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 A-5 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 September 1, 1998 (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 October 1998, 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


                               21
<PAGE>


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.


                               22
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-6 Certificate
                                    Principal Balance:
Class A-6                             $1,500,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRU1
October 26, 1998


                                23
<PAGE>


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 A-6 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 September 1, 1998 (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 October 1998, 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


                                24
<PAGE>


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.


                                25
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-7 Certificate
                                    Principal Balance:
Class A-7                             $2,000,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRV9
October 26, 1998


                                26
<PAGE>


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 A-7 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 September 1, 1998 (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 October 1998, 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


                                27
<PAGE>


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.


                               28
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-8 Certificate
                                    Principal Balance:
Class A-8                             $8,571,429

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.50%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRW7
October 26, 1998


                               29
<PAGE>


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 A-8 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 September 1, 1998 (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 October 1998, 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


                               30
<PAGE>


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.


                               31
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-9 Certificate
                                    Principal Balance:
Class A-9                             $5,000,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.00%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRX5
October 26, 1998


                               32
<PAGE>


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 A-9 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 September 1, 1998 (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 October 1998, 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


                                33
<PAGE>


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.


                               34
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-10 Certificate
                                    Principal Balance:
Class A-10                            $1,428,571

Certificate Interest                Initial Certificate Principal
Rate per annum: 7.375%              Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRY3
October 26, 1998


                               35
<PAGE>


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 A-10 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 September 1, 1998 (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 October 1998, 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


                                36
<PAGE>


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.


                               37
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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 A-11 Certificate
                                    Principal Balance:
Class A-11                            $47,500,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RRZ0
October 26, 1998


                               38
<PAGE>


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 A-11 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 September 1, 1998 (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 October 1998, 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


                                39
<PAGE>


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.


                               40
<PAGE>


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 MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RSA4
October 26, 1998


                               41
<PAGE>


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 September 1, 1998 (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 October 1998, 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


                               42
<PAGE>


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 Multi-Class Pass-Through
Certificates, Series 1998-15, issued in nineteen Classes (Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class R, Class
PO, 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


                               43
<PAGE>


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.


                               44
<PAGE>


           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


                               45
<PAGE>


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.


                               46
<PAGE>


           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:___________________


                               47
<PAGE>


                            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.



                               48
<PAGE>


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.


                               49
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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                               $8,804,571

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RSB2
October 26, 1998


                               50
<PAGE>


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 September 1, 1998 (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 October 1998, 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


                                51
<PAGE>


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 Multi-Class Pass-Through
Certificates, Series 1998-15, issued in nineteen Classes (Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class R, Class
PO, 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


                                52
<PAGE>


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


                                53
<PAGE>


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


                                54
<PAGE>


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.


                                55
<PAGE>


           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:___________________


                                56
<PAGE>


                            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.


                               57
<PAGE>


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.


                               58
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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                              $3,807,382

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RSC0
October 26, 1998


                               59
<PAGE>


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 B-1 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 September 1, 1998 (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 October 1998, 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


                               60
<PAGE>


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.


                                61
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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                              $2,141,652

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RSD8
October 26, 1998


                                62
<PAGE>


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 B-2 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 September 1, 1998 (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 October 1998, 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


                                63
<PAGE>


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.


                                64
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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                              $1,903,691.00

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RSR7
October 26, 1998


                                65
<PAGE>


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 September 1, 1998 (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 October 1998, 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


                                66
<PAGE>


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 Multi-Class Pass-Through
Certificates, Series 1998-15, issued in nineteen Classes (Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class R, Class
PO, 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


                                67
<PAGE>


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


                                68
<PAGE>


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


                                69
<PAGE>


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.


                                70
<PAGE>


           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:___________________


                                71
<PAGE>


                            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.


                                72
<PAGE>


           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


                                73
<PAGE>


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)


                                74
<PAGE>


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.


                                75
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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                              $951,845.00

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP: 36157RSS5
October 26, 1998


                                76
<PAGE>


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 September 1, 1998 (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 October 1998, 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


                                77
<PAGE>


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.


                                78
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15


          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                              $1,428,686.53

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.75%               Balance of this Certificate:
                                      $
Cut-off Date:
September 1, 1998

First Distribution Date:            CUSIP:  36157RST3
October 26, 1998


                               79
<PAGE>


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 September 1, 1998 (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 October 1998, 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


                                80
<PAGE>


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).


                                81
<PAGE>


    REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-15

          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                             $897,870.75

Certificate Interest              Initial Certificate Principal
  Rate per annum:                    Balance of this Certificate:
non-interest bearing                 $

Cut-off Date:
September 1, 1998

First Distribution Date:
October 26, 1998


                                82
<PAGE>


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 September 1, 1998 (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 October 1998, 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


                                83
<PAGE>


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 Multi-Class Pass-Through
Certificates, Series 1998-15, issued in nineteen Classes (Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class R, Class
PO, 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


                                84
<PAGE>


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


                                85
<PAGE>


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


                                86
<PAGE>


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.


                                87
<PAGE>


           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:__________________


                                88
<PAGE>


                            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.


                                89
<PAGE>


                             EXHIBIT B

                    PRINCIPAL BALANCE SCHEDULES


<PAGE>


                             EXHIBIT C

                          MORTGAGE LOANS


           [Each Mortgage Loan shall be identified by loan
number, address of the Mortgaged Property and name of the
Mortgagor. The following details shall be set forth as to each
Mortgage Loan: (i) the principal balance at the time of its
origination, (ii) the Scheduled Principal Balance as of the
Cut-off Date, (iii) the interest rate borne by the Mortgage Note,
(iv) the scheduled monthly level payment of principal and
interest, (v) the Loan-To-Value ratio, (vi) the maturity date of
the Mortgage Note and (vii) the Base Servicing Fee Rate for such
Mortgage Loan. Cooperative Loans and Enhanced Streamlined
Refinance program loans shall be designated as such.]


1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            1
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007678519     MORTGAGORS: PATEL                DUSHYANT
                               PATEL                MANDAKINI
    REGION CODE    ADDRESS   : 18440 FARMINGHAM WAY
        03         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   372,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,971.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,562.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.35000  MATURITY DATE     :   02/01/28
    CURRENT INT RATE:      7.35000  PRODUCT CODE      :   002
    LTV :                 53.14200
    ----------------------------------------------------------------
0   0007678576     MORTGAGORS: VAN DER LINDEN       SCOTT
                               VAN DER LINDEN       DIANA
    REGION CODE    ADDRESS   : 20901 SHADOW ROCK LANE
        03         CITY      :    TRABUCO CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   246,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,197.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,655.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007678600     MORTGAGORS: WANGAARD             JOHN

    REGION CODE    ADDRESS   : 112 LONGFIELD PLACE
        03         CITY      :    MORAGA
                   STATE/ZIP : CA  94556
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,411.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,809.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.45000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.45000  PRODUCT CODE      :   002
    LTV :                 74.28500
    ----------------------------------------------------------------
0   0007678659     MORTGAGORS: CHASE                MICHAEL
                               BALISTRERI           DONNA
    REGION CODE    ADDRESS   : 15714 ALTA VISTA WAY
        03         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95127
    MORTGAGE AMOUNT :   484,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    482,599.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,334.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.35000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.35000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007678683     MORTGAGORS: JONES                TERRY
                               JONES                DOROTHY
    REGION CODE    ADDRESS   : 1021 NORTH AVENUE
        03         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92026
    MORTGAGE AMOUNT :   239,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,367.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.55000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.55000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,602,300.00
                               P & I AMT:     11,048.21  
                               UPB AMT:   1,596,547.63

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            2
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007678709     MORTGAGORS: JOHNSON              PHILIP
                               SUN-JOHNSON          TE-LING
    REGION CODE    ADDRESS   : 13905 PIERCE ROAD
        03         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,543.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,544.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.42100
    ----------------------------------------------------------------
0   0007678741     MORTGAGORS: RAVAYI               SHAHRYAR
                               RAVAYI               SIMA
    REGION CODE    ADDRESS   : 1810 AUSTIN AVENUE
        03         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   435,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    434,025.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,041.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 62.14200
    ----------------------------------------------------------------
0   0007678766     MORTGAGORS: ANDERSON             STEVEN
                               ANDERSON             TERESA
    REGION CODE    ADDRESS   : 622 VIA TREPADORA
        03         CITY      :    SANTA BARBARA
                   STATE/ZIP : CA  93110
    MORTGAGE AMOUNT :   376,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,730.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,594.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.35000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.35000  PRODUCT CODE      :   002
    LTV :                 48.28200
    ----------------------------------------------------------------
0   0007678774     MORTGAGORS: ESPARZA              ANGELITA

    REGION CODE    ADDRESS   : 829 N 17TH STREET
        03         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95112
    MORTGAGE AMOUNT :   242,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,529.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,651.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007678790     MORTGAGORS: VON ELTEN            PETER
                               VON ELTEN            KAREN
    REGION CODE    ADDRESS   : 1385 SHADOW ROCK DRIVE
        03         CITY      :    AUBURN
                   STATE/ZIP : CA  95602
    MORTGAGE AMOUNT :   407,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    406,106.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,873.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.60000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.60000  PRODUCT CODE      :   002
    LTV :                 76.79200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,110,700.00
                               P & I AMT:     14,706.44  
                               UPB AMT:   2,105,935.70

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            3
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007678816     MORTGAGORS: VATANI               MEHDI
                               VATANI               DEBORAH
    REGION CODE    ADDRESS   : 2853 SYCAMORE WAY
        03         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95051
    MORTGAGE AMOUNT :   382,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,152.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,684.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.55000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.55000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007678865     MORTGAGORS: BROSNAN              TIMOTHY
                               BROSNAN              JENNIFER
    REGION CODE    ADDRESS   : 501 CATALINA DRIVE
        03         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,204.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,482.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.54500
    ----------------------------------------------------------------
0   0007678873     MORTGAGORS: STEPHENS             RICHARD
                               STEPHENS             CAMILLE
    REGION CODE    ADDRESS   : 3001 FIRESIDE DRIVE
        03         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95128
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,343.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,079.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.55000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.55000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007678915     MORTGAGORS: FRAINES              LUDWIG
                               FRAINES              NANCY
    REGION CODE    ADDRESS   : 3824 MADISON ROAD
        03         CITY      :    LA CANADA-FLINTRIDGE
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   359,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    356,611.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,461.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.30000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.30000  PRODUCT CODE      :   002
    LTV :                 59.83300
    ----------------------------------------------------------------
0   0007678949     MORTGAGORS: MOORE                KEVIN
                               MOORE                ANGELYN
    REGION CODE    ADDRESS   : 720 VALLE VISTA DRIVE
        03         CITY      :    SIERRA MADRE
                   STATE/ZIP : CA  91024
    MORTGAGE AMOUNT :   387,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,828.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,692.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.45000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.45000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,779,000.00
                               P & I AMT:     12,400.07  
                               UPB AMT:   1,773,140.57

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            4
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007678956     MORTGAGORS: GRANISH              DAVID
                               CAMERON              E.
    REGION CODE    ADDRESS   : 3128 HARMONY PLACE
        03         CITY      :    LA CRESCENTA
                   STATE/ZIP : CA  91214
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,281.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,111.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.30000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.30000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007678964     MORTGAGORS: ISOLA                DOMENIC
                               ISOLA                JULI
    REGION CODE    ADDRESS   : 205 SOUTH CALLE SEVILLE
        03         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,467.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,686.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.55000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.55000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007678972     MORTGAGORS: MCCURDY              BEVERLY

    REGION CODE    ADDRESS   : 10 RINCON VISTA ROAD
        03         CITY      :    SANTA BARBARA
                   STATE/ZIP : CA  93103
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,234.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,319.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.40000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.40000  PRODUCT CODE      :   002
    LTV :                 43.79000
    ----------------------------------------------------------------
0   0007678998     MORTGAGORS: IVES                 PETER
                               IVES                 ANNEMARIE
    REGION CODE    ADDRESS   : 602 SOUTH BROADWAY A
        03         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,364.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,760.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 68.94700
    ----------------------------------------------------------------
0   0007679004     MORTGAGORS: DIEBOLD              THOMAS
                               DIEBOLD              DIANA
    REGION CODE    ADDRESS   : 16801 EDWIN JONES COURT
        03         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,110.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,157.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.65000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      6.65000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,481,000.00
                               P & I AMT:     10,035.12  
                               UPB AMT:   1,477,458.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            5
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007679020     MORTGAGORS: MORGAN               TIMOTHY
                               MORGAN               JEANNE
    REGION CODE    ADDRESS   : 213 SAN CLEMENTE STREET
        03         CITY      :    SANTA BARBARA
                   STATE/ZIP : CA  93109
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,362.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,819.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.20000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.20000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007679053     MORTGAGORS: GALLAGHER            MARY

    REGION CODE    ADDRESS   : 72 CAMELLIA AVE
        03         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94112
    MORTGAGE AMOUNT :   232,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,968.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,609.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.40000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.40000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007679178     MORTGAGORS: MCCALL               JAMES
                               MCCALL               DEBRA
    REGION CODE    ADDRESS   : 276 RAMONA ROAD
        03         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   253,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,932.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,772.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.47800
    ----------------------------------------------------------------
0   0007679194     MORTGAGORS: LOWE                 RANDOLPH

    REGION CODE    ADDRESS   : 185 CORWIN STREET
        03         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94114
    MORTGAGE AMOUNT :   503,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    502,412.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,432.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007679202     MORTGAGORS: SUSSEL               LORI
                               LATHROP              JOHN-CHARLES
    REGION CODE    ADDRESS   : 2095 15TH AVENUE
        03         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94116
    MORTGAGE AMOUNT :   276,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,768.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.40000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.40000  PRODUCT CODE      :   002
    LTV :                 70.87100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,533,600.00
                               P & I AMT:     10,547.92  
                               UPB AMT:   1,530,444.24

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            6
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007679251     MORTGAGORS: SANTHA               IMRE
                               SANTHA               THERESA
    REGION CODE    ADDRESS   : 1446 CALLE YUCCA
        03         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,272.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,304.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.55000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.55000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007679269     MORTGAGORS: DADDARIO             STEVE
                               DADDARIO             DAWN
    REGION CODE    ADDRESS   : 6331 CESSNA CT
        03         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   281,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,232.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,955.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.45000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.45000  PRODUCT CODE      :   002
    LTV :                 70.25000
    ----------------------------------------------------------------
0   0007679319     MORTGAGORS: NORMAN               BRENT
                               NORMAN               KAREN
    REGION CODE    ADDRESS   : 550 GREY GHOST COURT
        03         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,052.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,137.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.70000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.70000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007679343     MORTGAGORS: SCALES               FRANK
                               SCALES               ROSALIE
    REGION CODE    ADDRESS   : 747 BELL RUSSELL WAY
        03         CITY      :    SACRAMENTO
                   STATE/ZIP : CA  95831
    MORTGAGE AMOUNT :   295,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,057.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,098.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.65000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.65000  PRODUCT CODE      :   002
    LTV :                 79.91800
    ----------------------------------------------------------------
0   0007679368     MORTGAGORS: ALOSI                ANTHONY
                               ALOSI                PHILIP
    REGION CODE    ADDRESS   : 17745 CASA LANE
        03         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   277,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,366.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,917.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.40000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.40000  PRODUCT CODE      :   002
    LTV :                 69.77300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,621,700.00
                               P & I AMT:     11,412.83  
                               UPB AMT:   1,617,981.29

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            7
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007679376     MORTGAGORS: RIOS                 JAVIER
                               RIOS                 IRMA
    REGION CODE    ADDRESS   : 26980 ABBEY GLEN DRIVE
        03         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    498,787.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,360.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.10000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.10000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007679384     MORTGAGORS: DOOR                 THOMAS
                               DOOR                 JOYCE
    REGION CODE    ADDRESS   : 3128 MONTEREY STREET
        03         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,220.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,433.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.09000
    ----------------------------------------------------------------
0   0007679426     MORTGAGORS: BUSTOS               ALBERTO
                               BUSTOS               BERNADETTE
    REGION CODE    ADDRESS   : 291 MORAGA WAY
        03         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95119
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,390.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,901.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.71400
    ----------------------------------------------------------------
0   0007679434     MORTGAGORS: SELIGMAN             CYNTHIA
                               CHANDLER             CYRIL
    REGION CODE    ADDRESS   : 648 CHELHAM WAY
        03         CITY      :    SANTA BARBARA
                   STATE/ZIP : CA  93108
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,242.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,228.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.30000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.30000  PRODUCT CODE      :   002
    LTV :                 75.58100
    ----------------------------------------------------------------
0   0007679459     MORTGAGORS: COAKLEY              CHRISTOPHER
                               COAKLEY              PATRICIA
    REGION CODE    ADDRESS   : 20073 BEATTY RIDGE ROAD
        03         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95033
    MORTGAGE AMOUNT :   410,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    408,829.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,796.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.84600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,855,000.00
                               P & I AMT:     12,720.34  
                               UPB AMT:   1,850,469.76

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            8
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007679681     MORTGAGORS: CHEN                 GRACE

    REGION CODE    ADDRESS   : 1868 CAMPBELL AVENUE
        03         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   510,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    508,868.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,583.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.55000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.55000  PRODUCT CODE      :   002
    LTV :                 54.25500
    ----------------------------------------------------------------
0   0007680754     MORTGAGORS: JONES                GERALD

    REGION CODE    ADDRESS   : 40995 THUNDERBIRD ROAD
        03         CITY      :    RANCHO MIRAGE
                   STATE/ZIP : CA  92270
    MORTGAGE AMOUNT :   567,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    566,215.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,948.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.45000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.45000  PRODUCT CODE      :   002
    LTV :                 37.09100
    ----------------------------------------------------------------
0   0007683733     MORTGAGORS: KRZYSKO              MARK
                               KRZYSKO              NINA
    REGION CODE    ADDRESS   : 4520 TULIP WAY
        01         CITY      :    ELLICOTT CITY
                   STATE/ZIP : MD  21043
    MORTGAGE AMOUNT :   260,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,300.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,801.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98600
    ----------------------------------------------------------------
0   0007683790     MORTGAGORS: ANTHONY              BASCOM
                               ANTHONY              MARIETTA
    REGION CODE    ADDRESS   : 9412 WINTERSET DRIVE
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   318,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,013.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,199.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.83300
    ----------------------------------------------------------------
0   0007683980     MORTGAGORS: JONES                MARTIN
                               JONES                VALERIE
    REGION CODE    ADDRESS   : 1409 STEPNEY ROAD
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21401
    MORTGAGE AMOUNT :   299,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,576.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,142.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.73300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,955,900.00
                               P & I AMT:     13,675.97  
                               UPB AMT:   1,951,975.69

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:            9
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007684574     MORTGAGORS: ZINN                 MATTHEW
                               ZINN                 LENORE
    REGION CODE    ADDRESS   : 5014 WARREN STREET, N.W.
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20016
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,217.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,410.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 51.28200
    ----------------------------------------------------------------
0   0007687700     MORTGAGORS: HUDSON               EARNEST
                               KINGSBERG-HUDSO      LINDA
    REGION CODE    ADDRESS   : 5711 HOBACK GLEN ROAD
        02         CITY      :    HIDDEN HILLS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   875,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    873,135.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,268.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   015
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0007687833     MORTGAGORS: LARSEN               DONALD
                               HOVANESSIAN          LINDA
    REGION CODE    ADDRESS   : 5110 EARL DRIVE
        02         CITY      :    LA CANADA FLINTRIDGE AREA
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   752,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    750,880.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,258.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007687932     MORTGAGORS: JONAS                MARTIN
                               JONAS                LINDA
    REGION CODE    ADDRESS   :   389 CHARLES STREET
        02         CITY      :    E. WILLISTO
                   STATE/ZIP : NY  11596
    MORTGAGE AMOUNT :   255,721.20  OPTION TO CONVERT :
    UNPAID BALANCE :    254,516.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,942.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.12500  MATURITY DATE     :   10/01/25
    CURRENT INT RATE:      8.12500  PRODUCT CODE      :   002
    LTV :                 69.67800
    ----------------------------------------------------------------
0   0007687981     MORTGAGORS: TERUYA               STEVEN
                               TERUYA               GLADYS
    REGION CODE    ADDRESS   : 95087 WAIKALANI DR
        02         CITY      :    MILILANI
                   STATE/ZIP : HI  96789
    MORTGAGE AMOUNT :   317,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,705.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,216.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 59.81100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,699,721.20
                               P & I AMT:     19,096.49  
                               UPB AMT:   2,693,455.19

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           10
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007687999     MORTGAGORS: OLINGER              ALLEN
                               OLINGER              DEBORAH
    REGION CODE    ADDRESS   :    16 MORRIS DRIVE
        02         CITY      :    PRINCETON
                   STATE/ZIP : NJ  08540
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    376,226.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,433.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007688005     MORTGAGORS: IODICE               ARTHUR
                               IODICE               CINDY
    REGION CODE    ADDRESS   :  6333 SW 104 STREET
        02         CITY      :    VILLAGE OF PINECREST
                   STATE/ZIP : FL  33156
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,797.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/27
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007688021     MORTGAGORS: CALFIN               CARL
                               CALFIN               MARSHA
    REGION CODE    ADDRESS   :  6190 KELTY WAY
        02         CITY      :    LAKE WORTH
                   STATE/ZIP : FL  33467
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,496.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   10/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007688047     MORTGAGORS: WEINGARTEN           BENJAMIN
                               WEINGARTEN           SUSAN
    REGION CODE    ADDRESS   :    37 RHODE ISLAND
        02         CITY      :    IRVINE
                   STATE/ZIP : CA  92606
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,766.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,926.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.80200
    ----------------------------------------------------------------
0   0007688070     MORTGAGORS: HERDRICH             WILLIAM
                               HERDRICH             MICHELLE
    REGION CODE    ADDRESS   :    12 LAS BALAS
        02         CITY      :    RANCHO SANTA MARGARITA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,317.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,051.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.88700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,551,000.00
                               P & I AMT:     10,628.46  
                               UPB AMT:   1,540,605.11

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           11
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007688096     MORTGAGORS: EWERT                PAUL

    REGION CODE    ADDRESS   :  5800 MCCALL DRIVE
        02         CITY      :    PLANO
                   STATE/ZIP : TX  75093
    MORTGAGE AMOUNT :   532,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    530,596.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,633.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.74500
    ----------------------------------------------------------------
0   0007688104     MORTGAGORS: CALLAS               G
                               CALLAS               DEBORAH
    REGION CODE    ADDRESS   :  3125 DENTON PLACE
        02         CITY      :    ROSWELL
                   STATE/ZIP : GA  30075
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,788.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,021.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   12/01/27
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.47200
    ----------------------------------------------------------------
0   0007688195     MORTGAGORS: MARTIN               RONNIE
                               MARTIN               LEESA
    REGION CODE    ADDRESS   :  2864 NE 26TH PLACE
        02         CITY      :    FT LAUDERDALE
                   STATE/ZIP : FL  33306
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,644.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,789.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   02/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007688252     MORTGAGORS: LANGSTON             AMELIA
                               HORAN                MARY
    REGION CODE    ADDRESS   :  1278 N MORNINGSIDE DR
        02         CITY      :    ATLANTA
                   STATE/ZIP : GA  30306
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,462.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   02/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007688310     MORTGAGORS: STAAV                JACK
                               STAAV                SIMA
    REGION CODE    ADDRESS   :  5123 VIA ANGELINA
        02         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,376.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,807.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.61111
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,613,700.00
                               P & I AMT:     11,026.54  
                               UPB AMT:   1,605,869.54

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           12
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007688344     MORTGAGORS: FOWLER               THOMAS
                               FOWLER               PAULA
    REGION CODE    ADDRESS   : 5445 REDSTONE TERRACE
        02         CITY      :    DUNWOODY
                   STATE/ZIP : GA  30338
    MORTGAGE AMOUNT :   271,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,508.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,854.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   03/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007688377     MORTGAGORS: PRIGMORE             JAMES
                               PRIGMORE             VALERIE
    REGION CODE    ADDRESS   :  3126 LOMITA COURT
        02         CITY      :    FAIRFIELD
                   STATE/ZIP : CA  94533
    MORTGAGE AMOUNT :   341,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,896.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,297.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.77700
    ----------------------------------------------------------------
0   0007688468     MORTGAGORS: LANGSTAFF            GARY
                               LANGSTAFF            CLAUDIA
    REGION CODE    ADDRESS   : 29950 EMERALD MEADOWS DRIVE
        02         CITY      :    STEAMBOAT SPRINGS
                   STATE/ZIP : CO  80477
    MORTGAGE AMOUNT :   829,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    827,238.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,083.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   015
    LTV :                 46.05800
    ----------------------------------------------------------------
0   0007688625     MORTGAGORS: TADEWALDT            GORDON

    REGION CODE    ADDRESS   :  9200 BOWEN CENTERS ROAD
        02         CITY      :    YREKA
                   STATE/ZIP : CA  96097
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    430,768.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,094.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007688724     MORTGAGORS: CHAMBERS             DONALD
                               SIPLER               MARIAN
    REGION CODE    ADDRESS   : 12411 NW 19 PLACE
        02         CITY      :    CORAL SPRINGS
                   STATE/ZIP : FL  33071
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,363.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,985.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,157,850.00
                               P & I AMT:     15,315.51  
                               UPB AMT:   2,151,775.86

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           13
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007688732     MORTGAGORS: CUMPTON              DAVID
                               CUMPTON              SHERRY
    REGION CODE    ADDRESS   : 8208 EAST COUNTY DRIVE
        02         CITY      :    EL CAJON
                   STATE/ZIP : CA  92021
    MORTGAGE AMOUNT :   250,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,725.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,728.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.98500
    ----------------------------------------------------------------
0   0007688740     MORTGAGORS: HENDERSON            FREDERICK
                               HENDERSON            KAREN
    REGION CODE    ADDRESS   : 2582 KENT RIDGE CT
        02         CITY      :    BLOOMFIELD
                   STATE/ZIP : MI  48301
    MORTGAGE AMOUNT :   982,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    980,705.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     7,040.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   015
    LTV :                 75.02300
    ----------------------------------------------------------------
0   0007688781     MORTGAGORS: CHRISTON             RONALD
                               CHRISTON             LESLIE
    REGION CODE    ADDRESS   :  6409 STONEBROOK CIRCLE
        02         CITY      :    PLANO
                   STATE/ZIP : TX  75093
    MORTGAGE AMOUNT :   484,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    482,549.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,384.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.82700
    ----------------------------------------------------------------
0   0007688831     MORTGAGORS: PARKER               JOHN
                               PARKER               DELORES
    REGION CODE    ADDRESS   :   505 BALBOA DRIVE
        02         CITY      :    IRVING
                   STATE/ZIP : TX  75062
    MORTGAGE AMOUNT :   233,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,600.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,631.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.99100
    ----------------------------------------------------------------
0   0007688989     MORTGAGORS: FIERMAN              LAWRENCE

    REGION CODE    ADDRESS   : 36 CONCORD SQUARE, B,
        02         CITY      :    BOSTON
                   STATE/ZIP : MA  02118
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,411.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 56.81800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,200,400.00
                               P & I AMT:     15,490.58  
                               UPB AMT:   2,194,992.62

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           14
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007689078     MORTGAGORS: WHITLEY              SCOTT
                               WHITLEY              CATHIE
    REGION CODE    ADDRESS   :   618 RADNOR VALLEY DRIVE
        02         CITY      :    VILLANOVA
                   STATE/ZIP : PA  19085
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,393.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,823.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007689102     MORTGAGORS: GALLARDO             VICTOR
                               GALLARDO             CHRISTINE
    REGION CODE    ADDRESS   : 505 & 507 SHELDON STREET
        02         CITY      :    EL SEGUNDO
                   STATE/ZIP : CA  90245
    MORTGAGE AMOUNT :   316,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,717.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,105.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.60400
    ----------------------------------------------------------------
0   0007689185     MORTGAGORS: ALFRED               STEPHEN
                               HUNGATE              RITA
    REGION CODE    ADDRESS   :   955 MANCHESTER PLACE
        02         CITY      :    ATLANTA
                   STATE/ZIP : GA  30328
    MORTGAGE AMOUNT :   396,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    395,020.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,634.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007689276     MORTGAGORS: BECK                 JAMES
                               BECK                 DENISE
    REGION CODE    ADDRESS   :  4112 RUSKIN STREET
        02         CITY      :    HOUSTON
                   STATE/ZIP : TX  77005
    MORTGAGE AMOUNT :   341,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,501.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,672.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   06/01/18
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.45800
    ----------------------------------------------------------------
0   0007689284     MORTGAGORS: LEON                 ALEXANDER
                               LEON                 JACQUE
    REGION CODE    ADDRESS   : 4540 SHADY OAK WAY
        02         CITY      :    FAIR OAKS
                   STATE/ZIP : CA  95628
    MORTGAGE AMOUNT :   362,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    361,188.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,531.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.38200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,679,950.00
                               P & I AMT:     11,767.78  
                               UPB AMT:   1,674,821.97

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           15
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007689292     MORTGAGORS: STARRETT             CYNTHIA

    REGION CODE    ADDRESS   : 2004 SE 26TH TERRACE
        02         CITY      :    FORT LAUDERDALE
                   STATE/ZIP : FL  33316
    MORTGAGE AMOUNT :   253,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,231.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,774.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007689326     MORTGAGORS: ANDRION              MICHAEL
                               ANDRION              DIANE
    REGION CODE    ADDRESS   :  4151 REGAL COURT
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95132
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,424.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,934.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007689557     MORTGAGORS: PETERSON             H
                               PETERSON             JOYCE
    REGION CODE    ADDRESS   : 14002 EL CAMINO REAL
        02         CITY      :    ATASCADERO
                   STATE/ZIP : CA  93422
    MORTGAGE AMOUNT :   252,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,229.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,785.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.42400
    ----------------------------------------------------------------
0   0007689805     MORTGAGORS: LITWIN               SANDRA

    REGION CODE    ADDRESS   : 23966 WANIGAN WAY
        02         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,582.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,042.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/18
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.18900
    ----------------------------------------------------------------
0   0007689920     MORTGAGORS: HOHLT                RICHARD

    REGION CODE    ADDRESS   : 7901 KENT ROAD
        02         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22308
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    598,655.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,195.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,632,000.00
                               P & I AMT:     11,732.08  
                               UPB AMT:   1,627,124.61

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           16
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007689979     MORTGAGORS: GLEASON              TERRENCE
                               GLEASON              LISA
    REGION CODE    ADDRESS   :  2120 EAGLE DRIVE
        02         CITY      :    LAKE HAVASU
                   STATE/ZIP : AZ  86406
    MORTGAGE AMOUNT :   295,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,313.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,967.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
0   0007689987     MORTGAGORS: THOMPSON             M

    REGION CODE    ADDRESS   : 335 HILLSIDE DRIVE NW
        02         CITY      :    ATLANTA
                   STATE/ZIP : GA  30342
    MORTGAGE AMOUNT :   383,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    382,996.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,618.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0007690035     MORTGAGORS: MARINKOVSKI          SLAVKO
                               MARINKOVSKI          POLIKSENA
    REGION CODE    ADDRESS   : 7089 WARNER ROAD
        02         CITY      :    SALINE
                   STATE/ZIP : MI  48176
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,638.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,899.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.85714
    ----------------------------------------------------------------
0   0007690043     MORTGAGORS: HESTON               JENNIFER
                               HESTON               RONALD
    REGION CODE    ADDRESS   : 7102 MONTICELLO PARKWAY
        02         CITY      :    COLLEYVILLE
                   STATE/ZIP : TX  76034
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,642.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007690274     MORTGAGORS: RUIZ                 ALFONSO
                               RUIZ                 AMELIA
    REGION CODE    ADDRESS   : 4037 DREXWL
        02         CITY      :    TROY
                   STATE/ZIP : MI  48084
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,607.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,059.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,465,700.00
                               P & I AMT:     10,223.86  
                               UPB AMT:   1,463,198.43

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           17
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007690597     MORTGAGORS: GAGE                 CHARLES
                               GAGE                 GALE
    REGION CODE    ADDRESS   : 38 SILVERCREST DRIVE
        02         CITY      :    TINTON FALL
                   STATE/ZIP : NJ  07724
    MORTGAGE AMOUNT :   257,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,957.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,777.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.98500
    ----------------------------------------------------------------
0   0007690605     MORTGAGORS: MOREAU               RICHARD
                               MOREAU               L
    REGION CODE    ADDRESS   : 31595 NORTH RIVER RD
        02         CITY      :    HARRISON TWP
                   STATE/ZIP : MI  48045
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,610.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 65.36500
    ----------------------------------------------------------------
0   0007690621     MORTGAGORS: GAUSS                STEVEN
                               GOLD-GAUSS           ALISON
    REGION CODE    ADDRESS   : 402 DAVENPORT LOOP
        02         CITY      :    BRECKENRIDGE
                   STATE/ZIP : CO  80424
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,422.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 55.65200
    ----------------------------------------------------------------
0   0007690639     MORTGAGORS: CIANI-SMITH          JUDITH
                               SMITH                MARION
    REGION CODE    ADDRESS   : 100 STIRLING WAY
        02         CITY      :    INVERNESS
                   STATE/ZIP : CA  94937
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    418,894.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,759.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0007693849     MORTGAGORS: STOCKFISCH           THOMAS
                               EBNER                GAIL
    REGION CODE    ADDRESS   : 2336 CANYON RD
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92026
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,189.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,935.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 89.88700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,665,350.00
                               P & I AMT:     11,606.01  
                               UPB AMT:   1,662,074.77

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           18
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007693872     MORTGAGORS: FADA                 ROBERT
                               FADA                 KAREN
    REGION CODE    ADDRESS   : 8124 CAMPDEN LAKES BLVD
        01         CITY      :    DUBLIN
                   STATE/ZIP : OH  43017
    MORTGAGE AMOUNT :   432,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    430,787.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,058.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.99700
    ----------------------------------------------------------------
0   0007693880     MORTGAGORS: JONES                SULKOUS
                               JONES                LOLA
    REGION CODE    ADDRESS   : 105 FLAG CREEK RD
        01         CITY      :    YORKTOWN
                   STATE/ZIP : VA  23692
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,527.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,060.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.23200
    ----------------------------------------------------------------
0   0007693906     MORTGAGORS: DUMAS                ELLIS
                               CASTERLINE           BARBARA
    REGION CODE    ADDRESS   : 6357 N POWDERHORN RD
        01         CITY      :    MECHANICSBURG
                   STATE/ZIP : PA  17055
    MORTGAGE AMOUNT :   322,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,478.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,252.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.50000
    ----------------------------------------------------------------
0   0007693914     MORTGAGORS: STRICKLAND           KENNETH

    REGION CODE    ADDRESS   : 118 WOODS END
        01         CITY      :    HUNTSVILLE
                   STATE/ZIP : AL  35806
    MORTGAGE AMOUNT :   277,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,776.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,914.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007693930     MORTGAGORS: HOLMBERG             PETER
                               HOLMBERG             MARILYN
    REGION CODE    ADDRESS   : 794 STOCKBRIDGE RD
        01         CITY      :    CHARLOTTE
                   STATE/ZIP : VT  05445
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,695.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,762.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 55.67100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,733,450.00
                               P & I AMT:     12,048.35  
                               UPB AMT:   1,730,265.16

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           19
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007693948     MORTGAGORS: HEIM                 RONALD
                               GRIFFITH             RENEE
    REGION CODE    ADDRESS   : 5187 SILVER MOUNTAIN WY
        01         CITY      :    RANCHO CUCAMONGA
                   STATE/ZIP : CA  91737
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,473.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0007693955     MORTGAGORS: BURROWS              REX
                               GRAWUNDER            GRETCHEN
    REGION CODE    ADDRESS   : 289 VIRGINIA PL
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92627
    MORTGAGE AMOUNT :   280,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,286.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,937.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.84900
    ----------------------------------------------------------------
0   0007693963     MORTGAGORS: HANSON               KIM
                               HANSON               SARA
    REGION CODE    ADDRESS   : 1886 FALCON RIDGE DR
        01         CITY      :    PETALUMA
                   STATE/ZIP : CA  94954
    MORTGAGE AMOUNT :   291,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,020.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,939.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98600
    ----------------------------------------------------------------
0   0007693971     MORTGAGORS: WEAVER               REGINA

    REGION CODE    ADDRESS   : 19864 JOHN DR
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94546
    MORTGAGE AMOUNT :   248,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,410.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,717.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98100
    ----------------------------------------------------------------
0   0007693989     MORTGAGORS: DAVIS                RICHARD
                               DAVIS                LIZABETH
    REGION CODE    ADDRESS   : 17207 AMARILLO ROAD
        01         CITY      :    RAMONA
                   STATE/ZIP : CA  92065
    MORTGAGE AMOUNT :   361,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,191.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,524.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.89300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,428,600.00
                               P & I AMT:      9,887.44  
                               UPB AMT:   1,426,382.95

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           20
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007693997     MORTGAGORS: CONTRA               BENJAMIN
                               CONTRA               ANITA
    REGION CODE    ADDRESS   : 5756 BROOKSTONE DR
        01         CITY      :    CINCINNATI
                   STATE/ZIP : OH  45230
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,523.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.01200
    ----------------------------------------------------------------
0   0007694003     MORTGAGORS: HERRIN               GARY
                               HERRIN               LOIS
    REGION CODE    ADDRESS   : 3401 OAKLEAF LN
        01         CITY      :    RICHARDSON
                   STATE/ZIP : TX  75082
    MORTGAGE AMOUNT :   322,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,508.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,223.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.99900
    ----------------------------------------------------------------
0   0007694011     MORTGAGORS: SPERDUTI             ARMAND
                               SPERDUTI             NANCY
    REGION CODE    ADDRESS   : 5030 N POST TR
        01         CITY      :    TUCSON
                   STATE/ZIP : AZ  85750
    MORTGAGE AMOUNT :   246,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,142.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,744.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.69600
    ----------------------------------------------------------------
0   0007694037     MORTGAGORS: PRICE                DAVID
                               PRICE                CHERYL
    REGION CODE    ADDRESS   : 2167 LORDS LNDG
        01         CITY      :    VA BEACH
                   STATE/ZIP : VA  23454
    MORTGAGE AMOUNT :   274,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,285.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,872.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007694052     MORTGAGORS: FLIEGEL              TODD
                               PARKER               LISA
    REGION CODE    ADDRESS   : 705 FRANKLIN TURNPIKE
        01         CITY      :    ALLENDALE
                   STATE/ZIP : NJ  07401
    MORTGAGE AMOUNT :   251,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,700.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,778.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,414,250.00
                               P & I AMT:      9,857.11  
                               UPB AMT:   1,412,160.84

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           21
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694060     MORTGAGORS: D'ALIA               FRANK
                               D'ALIA               SARAH
    REGION CODE    ADDRESS   : 30 GREY AVENUE
        01         CITY      :    ALLENDALE
                   STATE/ZIP : NJ  07401
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,752.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,507.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.74300
    ----------------------------------------------------------------
0   0007694078     MORTGAGORS: STEWART              THEODORE

    REGION CODE    ADDRESS   : 36 TENAFLY ROAD
        01         CITY      :    TENAFLY
                   STATE/ZIP : NJ  07670
    MORTGAGE AMOUNT :   322,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,983.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,364.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007694094     MORTGAGORS: BENES                LARRY
                               BENES                STACIE
    REGION CODE    ADDRESS   : 4022 WARREN ST NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20016
    MORTGAGE AMOUNT :   282,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,265.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,198.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 76.37800
    ----------------------------------------------------------------
0   0007694110     MORTGAGORS: LEAO                 BEN
                               RANGEL-LEAO          ANA MARIE
    REGION CODE    ADDRESS   : 2805 STRATHMORE DRIVE
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30041
    MORTGAGE AMOUNT :   381,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,086.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,735.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694136     MORTGAGORS: SHAHINIAN            JOHN

    REGION CODE    ADDRESS   : 1909 BENHURST PL
        01         CITY      :    MAITLAND
                   STATE/ZIP : FL  32751
    MORTGAGE AMOUNT :   313,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,743.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,082.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.64300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,649,700.00
                               P & I AMT:     11,888.06  
                               UPB AMT:   1,647,831.46

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           22
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694144     MORTGAGORS: HANLON               CARL
                               HANLON               MARY
    REGION CODE    ADDRESS   : 8724 EWING DRIVE
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   259,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,804.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694151     MORTGAGORS: MORGANSTEIN          STEVEN
                               MORGANSTEIN          PHYLANNE
    REGION CODE    ADDRESS   : 5856 FOX ST
        01         CITY      :    HARRISBURG
                   STATE/ZIP : PA  17112
    MORTGAGE AMOUNT :   254,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,311.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,759.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007694169     MORTGAGORS: ROSENFELD            LAURENCE
                               ROSENFELD            JUDITH
    REGION CODE    ADDRESS   : 9924 POTOMAC MANOR DR
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   875,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    874,350.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,118.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   015
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0007694177     MORTGAGORS: HART                 EVERETT
                               HART                 PATRICIA
    REGION CODE    ADDRESS   : 13529 HADDONFIELD LN
        01         CITY      :    DARNESTOWN
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   403,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    402,520.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,648.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.05800
    ----------------------------------------------------------------
0   0007694185     MORTGAGORS: SELWOOD              JAMES
                               SELWOOD              JULIA
    REGION CODE    ADDRESS   : 13016 MEADOW VIEW DR
        01         CITY      :    DARNESTOWN
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   282,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,885.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,948.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 81.76800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,074,200.00
                               P & I AMT:     14,264.65  
                               UPB AMT:   2,071,872.04

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           23
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694193     MORTGAGORS: HARTUNG              JOHN
                               HARTUNG              KATHLEEN
    REGION CODE    ADDRESS   : 30176 HILLSIDE TER
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,161.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,520.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 49.32400
    ----------------------------------------------------------------
0   0007694201     MORTGAGORS: PICAZO               JOSE
                               PICAZO               TERRI
    REGION CODE    ADDRESS   : 155 LAKEN CT
        01         CITY      :    WATSONVILLE
                   STATE/ZIP : CA  95076
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,188.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,972.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      8.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0007694219     MORTGAGORS: BLANCHARD            ROGER
                               BLANCHARD            SHERIE
    REGION CODE    ADDRESS   : 6248 SUNSTONE AVE
        01         CITY      :    RANCHO CUCAMONGA
                   STATE/ZIP : CA  91701
    MORTGAGE AMOUNT :   235,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,406.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,567.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 89.58100
    ----------------------------------------------------------------
0   0007694227     MORTGAGORS: JEPPSSON             JORGEN

    REGION CODE    ADDRESS   : 564 S BUNKER HILL RD
        01         CITY      :    COLFOX
                   STATE/ZIP : NC  27235
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,358.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,694.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.17500
    ----------------------------------------------------------------
0   0007694235     MORTGAGORS: LEUNG                TAK

    REGION CODE    ADDRESS   : 454 SANDHURST DR
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,612.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,517,100.00
                               P & I AMT:     10,573.54  
                               UPB AMT:   1,514,727.84

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           24
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694243     MORTGAGORS: SKEELS               DAVID
                               SKEELS               JENNIFER
    REGION CODE    ADDRESS   : 6530 COTTON CREEK COURT
        01         CITY      :    INDIANAPOLIS
                   STATE/ZIP : IN  46278
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,493.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.80700
    ----------------------------------------------------------------
0   0007694250     MORTGAGORS: FARMER               MICHAEL
                               FARMER               ROBERTA
    REGION CODE    ADDRESS   : 12233 BRIDGEWATER ROAD
        01         CITY      :    INDIANAPOLIS
                   STATE/ZIP : IN  46256
    MORTGAGE AMOUNT :   393,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    392,400.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,714.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.50000
    ----------------------------------------------------------------
0   0007694268     MORTGAGORS: LEE                  SUN

    REGION CODE    ADDRESS   : 108 PALISADES DRIVE
        01         CITY      :    FREEHOLD
                   STATE/ZIP : NJ  07728
    MORTGAGE AMOUNT :   374,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,241.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,620.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0007694276     MORTGAGORS: LORA                 DOUGLAS
                               LORA                 JONI
    REGION CODE    ADDRESS   : 191 MAPLE DRIVE
        01         CITY      :    LOS ALAMOS
                   STATE/ZIP : NM  87544
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,627.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 59.51200
    ----------------------------------------------------------------
0   0007694292     MORTGAGORS: KENNICOTT            MICHAEL
                               KENNICOTT            KARLA
    REGION CODE    ADDRESS   : 219 N. EL RANCHO ROAD
        01         CITY      :    SANTA FE
                   STATE/ZIP : NM  87501
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,633.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,657.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,583,800.00
                               P & I AMT:     10,970.95  
                               UPB AMT:   1,581,396.37

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           25
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694318     MORTGAGORS: NAIFEH               DANNY

    REGION CODE    ADDRESS   : 256 JOLENE CT
        01         CITY      :    PARAMUS
                   STATE/ZIP : NJ  07652
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,758.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,272.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 65.00000
    ----------------------------------------------------------------
0   0007694326     MORTGAGORS: CHASE                RANDALL
                               CHASE                PAMELA
    REGION CODE    ADDRESS   : 2970 KING JAMES DR.
        01         CITY      :    BEAVERCREEK
                   STATE/ZIP : OH  45432
    MORTGAGE AMOUNT :   245,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,134.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,716.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0007694334     MORTGAGORS: MILLER               EILEEN

    REGION CODE    ADDRESS   : 1 EVES LN
        01         CITY      :    HADDONFIELD
                   STATE/ZIP : NJ  08033
    MORTGAGE AMOUNT :   333,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,649.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,389.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694342     MORTGAGORS: COTTRELL             RONALD
                               COTTRELL             CHERYL
    REGION CODE    ADDRESS   : 93 YAPLES ORCHARD DR
        01         CITY      :    CHILLICOTHE
                   STATE/ZIP : OH  45601
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,596.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,788.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 88.24500
    ----------------------------------------------------------------
0   0007694367     MORTGAGORS: HODSON               PETER
                               LORD                 CATHERINE
    REGION CODE    ADDRESS   : 300 LANTERN WAY
        01         CITY      :    SEWELL
                   STATE/ZIP : NJ  08080
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,255.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.49200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,663,100.00
                               P & I AMT:     11,663.92  
                               UPB AMT:   1,660,394.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           26
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694383     MORTGAGORS: HERRMANN             KEVIN
                               HERRMANN             TERESA
    REGION CODE    ADDRESS   : 3201 CLYMER DR
        01         CITY      :    PLANO
                   STATE/ZIP : TX  75025
    MORTGAGE AMOUNT :   260,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,002.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,797.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.27700
    ----------------------------------------------------------------
0   0007694391     MORTGAGORS: SIMPSON              JAMES
                               SIMPSON              MARY
    REGION CODE    ADDRESS   : 13207 HUGHES CR
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75240
    MORTGAGE AMOUNT :   255,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,990.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,697.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 72.91400
    ----------------------------------------------------------------
0   0007694409     MORTGAGORS: SHAYON               DIANA

    REGION CODE    ADDRESS   : 1108 WAVERLY RD
        01         CITY      :    GLADWYNE
                   STATE/ZIP : PA  19035
    MORTGAGE AMOUNT :   638,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    637,450.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,138.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 73.84200
    ----------------------------------------------------------------
0   0007694417     MORTGAGORS: THOMPSON             SHARRON

    REGION CODE    ADDRESS   : 177 SADDLEBROOK DRIVE
        01         CITY      :    JACKSON
                   STATE/ZIP : TN  38305
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,811.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 84.93100
    ----------------------------------------------------------------
0   0007694425     MORTGAGORS: JOHNSON              BILLY
                               JOHNSON              D'ANN
    REGION CODE    ADDRESS   : 1383 DOE VALLEY DRIVE
        01         CITY      :    LITHONIA
                   STATE/ZIP : GA  30058
    MORTGAGE AMOUNT :   270,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,299.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 84.53100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,671,900.00
                               P & I AMT:     11,237.32  
                               UPB AMT:   1,670,554.05

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           27
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694433     MORTGAGORS: NEW                  SHERRI

    REGION CODE    ADDRESS   : 1752 MILLSIDE DRIVE
        01         CITY      :    SMYRNA
                   STATE/ZIP : GA  30080
    MORTGAGE AMOUNT :   257,355.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,008.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,888.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.81600
    ----------------------------------------------------------------
0   0007694441     MORTGAGORS: SEELIG               ROBERT
                               SEELIG               DOROTHY
    REGION CODE    ADDRESS   : 520 S URBANA LISBON RD
        01         CITY      :    SOUTH VIENNA
                   STATE/ZIP : OH  45369
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,790.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,899.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.36800
    ----------------------------------------------------------------
0   0007694466     MORTGAGORS: FULCHIERO            RANDALL
                               FULCHIERO            CHRYSA
    REGION CODE    ADDRESS   : 1324 WOODSTOCK DR
        01         CITY      :    DAYTON
                   STATE/ZIP : OH  45419
    MORTGAGE AMOUNT :   292,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,264.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.10100
    ----------------------------------------------------------------
0   0007694474     MORTGAGORS: MCCARTHY             RICHARD
                               MCCARTHY             JEAN
    REGION CODE    ADDRESS   : 4432 NORTH LANE
        01         CITY      :    DEL MAR
                   STATE/ZIP : CA  92014
    MORTGAGE AMOUNT :   649,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,033.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,537.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.17100
    ----------------------------------------------------------------
0   0007694482     MORTGAGORS: HOWE                 MARGARET

    REGION CODE    ADDRESS   : 425 SANTA DOMINGA
        01         CITY      :    SOLANA BEACH
                   STATE/ZIP : CA  92075
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,563.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,206.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 41.06600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,782,055.00
                               P & I AMT:     12,578.81  
                               UPB AMT:   1,779,660.92

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           28
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694490     MORTGAGORS: DURAN                THOMAS
                               DURAN                WENDY
    REGION CODE    ADDRESS   : 1221 PLEIADES DR
        01         CITY      :    VISTA
                   STATE/ZIP : CA  92084
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,731.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,263.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694508     MORTGAGORS: BLOOM                ALLEN
                               BLOOM                SUSAN
    REGION CODE    ADDRESS   : 9901 MERIDEN ROAD
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   649,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,982.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,544.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 49.99600
    ----------------------------------------------------------------
0   0007694516     MORTGAGORS: MURPHY               JAMES
                               MURPHY               LISA
    REGION CODE    ADDRESS   : 617 HAMPSHIRE CT
        01         CITY      :    CARMEL
                   STATE/ZIP : IN  46032
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007694524     MORTGAGORS: BOTT                 CHRISTOPHER
                               BOTT                 CHRISTINE
    REGION CODE    ADDRESS   : 8670 THE 5TH GREEN
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30350
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,629.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,943.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694532     MORTGAGORS: FURR                 BRYAN
                               FURR                 TAYLOR
    REGION CODE    ADDRESS   : 1404 CRAVENS CREEK LN SW
        01         CITY      :    ROANOKE
                   STATE/ZIP : VA  24018
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,208.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,650.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.19400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,789,950.00
                               P & I AMT:     12,499.24  
                               UPB AMT:   1,787,329.18

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           29
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694540     MORTGAGORS: CHRISTEN             KIMBERLY
                               VIVIER               JEAN-LUC
    REGION CODE    ADDRESS   : 3330 DENT PL NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20007
    MORTGAGE AMOUNT :   411,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,459.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,949.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007694557     MORTGAGORS: ARENTZ               RICHARD
                               MULLINAX             JEFFERY
    REGION CODE    ADDRESS   : 3629 WINDOM PL NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20008
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,571.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,013.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007694565     MORTGAGORS: FORREST              DAVID
                               FORREST              AUDREY
    REGION CODE    ADDRESS   : 1564 QUEENS CT
        01         CITY      :    WESTLAKE
                   STATE/ZIP : OH  44145
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,490.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,062.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 53.44800
    ----------------------------------------------------------------
0   0007694573     MORTGAGORS: NEZAR                ABDELHAMID
                               NEZAR                MIROSLAVA
    REGION CODE    ADDRESS   : 2023 MADRILLON CREEK COURT
        01         CITY      :    VIENNA
                   STATE/ZIP : VA  22182
    MORTGAGE AMOUNT :   308,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,292.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,054.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694599     MORTGAGORS: DAVIS                SCOTT
                               DAVIS                LISA
    REGION CODE    ADDRESS   : 9623 CULVER ST.
        01         CITY      :    KENSINGTON
                   STATE/ZIP : MD  20895
    MORTGAGE AMOUNT :   269,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,579.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,835.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.72200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,587,550.00
                               P & I AMT:     10,915.53  
                               UPB AMT:   1,585,392.18

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           30
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694607     MORTGAGORS: IACIOFANO            JOSEPH
                               IACIOFANO            JULIE ANNE
    REGION CODE    ADDRESS   : 21 BRIDLE DRIVE
        01         CITY      :    LINCOLN
                   STATE/ZIP : RI  02865
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,573.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,140.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 77.46400
    ----------------------------------------------------------------
0   0007694615     MORTGAGORS: SCHULTZ              CATHERINE

    REGION CODE    ADDRESS   : 806 VILLA RIDGE RD
        01         CITY      :    FALLS CHURCH
                   STATE/ZIP : VA  22046
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,616.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,520.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      8.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694631     MORTGAGORS: DURSO                DOMENICO

    REGION CODE    ADDRESS   : 575 FOREST AVENUE
        01         CITY      :    PARAMUS
                   STATE/ZIP : NJ  07652
    MORTGAGE AMOUNT :   280,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,871.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,056.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0007694649     MORTGAGORS: GABLE                DAVID
                               GABLE                JACKLYN
    REGION CODE    ADDRESS   : 4316 OWENSBROOKE COURT
        01         CITY      :    WEST RIVER
                   STATE/ZIP : MD  20778
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,750.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694656     MORTGAGORS: BADGETT              DWAYNE
                               BADGETT              TUJUANA
    REGION CODE    ADDRESS   : 13 CHATEAU CIR
        01         CITY      :    MOUNT LAUREL
                   STATE/ZIP : NJ  08054
    MORTGAGE AMOUNT :   252,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,101.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,809.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,506,800.00
                               P & I AMT:     10,709.07  
                               UPB AMT:   1,503,912.70

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           31
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694664     MORTGAGORS: SANQUIST             BURTON
                               SANQUIST             CINDY
    REGION CODE    ADDRESS   : 21008 GOLF ESTATES DR
        01         CITY      :    LAYTONSVILLE
                   STATE/ZIP : MD  20882
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,374.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.66900
    ----------------------------------------------------------------
0   0007694672     MORTGAGORS: MAJOROS              MARK
                               MAJOROS              MARY
    REGION CODE    ADDRESS   : 12022 CREEKBEND DRIVE
        01         CITY      :    RESTON
                   STATE/ZIP : VA  20914
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,444.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,421.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.34400
    ----------------------------------------------------------------
0   0007694680     MORTGAGORS: COHEN                MERRILL
                               COHEN                SANDRA
    REGION CODE    ADDRESS   : 10105 GARDEN WAY
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   435,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    435,125.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,824.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 54.43700
    ----------------------------------------------------------------
0   0007694698     MORTGAGORS: DAVIS                THOMAS
                               DAVIS                KAREN
    REGION CODE    ADDRESS   : 2719 SYCAMORE RIDGE CT
        01         CITY      :    BEAVERCREEK
                   STATE/ZIP : OH  45431
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,818.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,706.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.46000
    ----------------------------------------------------------------
0   0007694706     MORTGAGORS: MOODY                JIM
                               MOODY                JANICE
    REGION CODE    ADDRESS   : 5400 CHRISTY DR
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20816
    MORTGAGE AMOUNT :   295,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,669.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,018.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,730,400.00
                               P & I AMT:     11,699.74  
                               UPB AMT:   1,728,431.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           32
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694714     MORTGAGORS: ARMSTRONG            BRIAN
                               ARMSTRONG            ROSEMARIE
    REGION CODE    ADDRESS   : 16 ARROWHEAD WAY
        01         CITY      :    ENGLISHTOWN
                   STATE/ZIP : NJ  07726
    MORTGAGE AMOUNT :   253,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,466.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0007694722     MORTGAGORS: HAYES                JOHN
                               HAYES                BARBARA
    REGION CODE    ADDRESS   : 1947 CAMARGUE DR
        01         CITY      :    ZIONSVILLE
                   STATE/ZIP : IN  46077
    MORTGAGE AMOUNT :   348,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,541.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,438.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694730     MORTGAGORS: SOKOL                BEVERLEE

    REGION CODE    ADDRESS   : 2455 BRYDEN RD
        01         CITY      :    BEXLEY
                   STATE/ZIP : OH  43209
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,543.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,991.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694755     MORTGAGORS: KALLENBERGER         PRENTISS
                               KALLENBERGER         MOLLY ANNE
    REGION CODE    ADDRESS   : 108 SHANNON DRIVE
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : LA  70503
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,503.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,244.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 61.90400
    ----------------------------------------------------------------
0   0007694763     MORTGAGORS: CARPENTER            GARY
                               CARPENTER            ANDREA
    REGION CODE    ADDRESS   : 29019 ANGEL FIRE DRIVE
        01         CITY      :    FAIR OAKS RANCH
                   STATE/ZIP : TX  78015
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,593.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,479,450.00
                               P & I AMT:     10,244.51  
                               UPB AMT:   1,477,647.61

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           33
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694771     MORTGAGORS: MC DANIEL            DONALD
                               DISNEY               CAROL
    REGION CODE    ADDRESS   : 42 BUCKINGHAM ROAD
        01         CITY      :    NORTH ANDOVER
                   STATE/ZIP : MA  01845
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,611.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,824.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.69000
    ----------------------------------------------------------------
0   0007694789     MORTGAGORS: ROBERTS              JEFFREY

    REGION CODE    ADDRESS   : 2740 NORTHSIDE DR
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30305
    MORTGAGE AMOUNT :   476,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    475,664.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,410.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694805     MORTGAGORS: MILLHAM              PATRICK
                               ARIDA-MILLHAM        HEIDI
    REGION CODE    ADDRESS   : 3134 DRAWFIELD LN
        01         CITY      :    HUNTINGTOWN
                   STATE/ZIP : MD  20639
    MORTGAGE AMOUNT :   299,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,038.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,143.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0007694821     MORTGAGORS: ROITMAN              KAREN

    REGION CODE    ADDRESS   : 1204 BOYCE AVE
        01         CITY      :    TOWSON
                   STATE/ZIP : MD  21204
    MORTGAGE AMOUNT :   266,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,983.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694839     MORTGAGORS: HYERS                ROBERT
                               HYERS                DENISE
    REGION CODE    ADDRESS   : 584A PINEWOOD DRIVE
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21401
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,679.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,682.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,534,650.00
                               P & I AMT:     10,878.44  
                               UPB AMT:   1,532,976.94

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           34
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694847     MORTGAGORS: BUCHTA               CHRISTINE

    REGION CODE    ADDRESS   : 9 CHICASAW DR
        01         CITY      :    OAKLAND
                   STATE/ZIP : NJ  07436
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,809.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,603.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0007694854     MORTGAGORS: WANKEL               MARY

    REGION CODE    ADDRESS   : 20939 SUNNY ACRES ROAD
        01         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20879
    MORTGAGE AMOUNT :   305,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,921.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,083.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.48700
    ----------------------------------------------------------------
0   0007694862     MORTGAGORS: ROST                 JAMES
                               ROST                 DEBORAH
    REGION CODE    ADDRESS   : 14836 POPLAR HILL ROAD
        01         CITY      :    DARNESTOWN
                   STATE/ZIP : MD  20874
    MORTGAGE AMOUNT :   382,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,801.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,608.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.48000
    ----------------------------------------------------------------
0   0007694870     MORTGAGORS: GORDON               GEORGE
                               MARTIN               LORI
    REGION CODE    ADDRESS   : LOT 49 MILL POND CIR
        01         CITY      :    MILFORD
                   STATE/ZIP : MA  01757
    MORTGAGE AMOUNT :   251,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,524.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,761.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.99600
    ----------------------------------------------------------------
0   0007694888     MORTGAGORS: GIBLEY               JOSEPH
                               GIBLEY               TRACY
    REGION CODE    ADDRESS   : 1 SAWMILL RD
        01         CITY      :    GLEN MILLS
                   STATE/ZIP : PA  19342
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,561.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.01600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,437,700.00
                               P & I AMT:      9,764.83  
                               UPB AMT:   1,435,619.01

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           35
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694896     MORTGAGORS: LEITCH               JOHN

    REGION CODE    ADDRESS   : 9 BALMORAL LN
        01         CITY      :    SCOTCH PLAINS
                   STATE/ZIP : NJ  07076
    MORTGAGE AMOUNT :   249,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,069.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,618.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 76.88750
    ----------------------------------------------------------------
0   0007694904     MORTGAGORS: KRAUSS               WILLIAM
                               KRAUSS               CATHERINE
    REGION CODE    ADDRESS   : 3 RENSHAW DR
        01         CITY      :    MONTVILLE
                   STATE/ZIP : NJ  07045
    MORTGAGE AMOUNT :   464,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,625.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,286.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.77600
    ----------------------------------------------------------------
0   0007694920     MORTGAGORS: UNGEMACH             RAYMOND
                               UNGEMACH             DEBORAH
    REGION CODE    ADDRESS   : 2 AMATO CT
        01         CITY      :    LONG VALLEY
                   STATE/ZIP : NJ  07853
    MORTGAGE AMOUNT :   393,640.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,068.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,786.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0007694938     MORTGAGORS: ZIEMAN               MATTHEW
                               ZIEMAN               LINDA
    REGION CODE    ADDRESS   : 18 LENAPE COURT
        01         CITY      :    MT. LAUREL
                   STATE/ZIP : NJ  08054
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,481.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,945.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 76.49200
    ----------------------------------------------------------------
0   0007694946     MORTGAGORS: MOY                  GARRY
                               MOY                  RITA
    REGION CODE    ADDRESS   : 5 MURRAY ROAD
        01         CITY      :    MOORESTOWN
                   STATE/ZIP : NJ  08057
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,781.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.50100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,667,440.00
                               P & I AMT:     11,344.53  
                               UPB AMT:   1,665,026.47

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           36
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007694961     MORTGAGORS: PARULKAR             BHALCHANDRA
                               PARULKAR             SMITA
    REGION CODE    ADDRESS   : 19 CASTLE ROAD
        01         CITY      :    NORTHBOROUGH
                   STATE/ZIP : MA  01532
    MORTGAGE AMOUNT :   329,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,109.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,304.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694979     MORTGAGORS: BRYSON-RUSSO         SUSAN
                               RUSSO                CHARLIE
    REGION CODE    ADDRESS   : 11 ROBIN ROAD
        01         CITY      :    NORFOLK
                   STATE/ZIP : MA  02056
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,560.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,179.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/18
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694987     MORTGAGORS: OSHEROFF             WILLIAM

    REGION CODE    ADDRESS   : 11 BENEDEK RD
        01         CITY      :    LAWRENCE
                   STATE/ZIP : NJ  08532
    MORTGAGE AMOUNT :   496,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    495,261.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,468.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007694995     MORTGAGORS: DANLER               GARY
                               DANLER               KATHLEEN
    REGION CODE    ADDRESS   : 3302 HIDDEN RIVER VIEW RD
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21403
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,740.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 52.45900
    ----------------------------------------------------------------
0   0007695026     MORTGAGORS: BUONAVITA            STEVEN
                               BUONAVITA            VITINA
    REGION CODE    ADDRESS   : 149 CHUCKANUTT DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : NJ  07436
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,356.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,729.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.78700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,753,600.00
                               P & I AMT:     12,410.75  
                               UPB AMT:   1,749,028.31

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           37
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695034     MORTGAGORS: MANETTA              ROBERT
                               MANETTA              BEATRIZ
    REGION CODE    ADDRESS   : 311 WHITENACK RD
        01         CITY      :    FAR HILLS
                   STATE/ZIP : NJ  07931
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,255.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 47.61900
    ----------------------------------------------------------------
0   0007695059     MORTGAGORS: STOUDT               CHARLOTTE

    REGION CODE    ADDRESS   : 46 EAST 25TH STREET
        01         CITY      :    AVALON
                   STATE/ZIP : NJ  08202
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,856.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,644.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695067     MORTGAGORS: WASSON               ARTHUR
                               WASSON               KATHLEEN
    REGION CODE    ADDRESS   : 6 MARBLEHEAD DR
        01         CITY      :    PRINCETON JUNCTION
                   STATE/ZIP : NJ  08550
    MORTGAGE AMOUNT :   261,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,238.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695075     MORTGAGORS: PORCELLI             DAVID
                               PORCELLI             KATHY
    REGION CODE    ADDRESS   : 372 HIGHLAND AVE
        01         CITY      :    RIDGEWOOD
                   STATE/ZIP : NJ  07450
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,255.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 62.50000
    ----------------------------------------------------------------
0   0007695109     MORTGAGORS: LEDDY                LEE
                               LEDDY                MARY
    REGION CODE    ADDRESS   : 2206 MUELLER LA
        01         CITY      :    WALL TWP
                   STATE/ZIP : NJ  07719
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,740.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,447.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.30700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,963,600.00
                               P & I AMT:     13,980.67  
                               UPB AMT:   1,960,346.19

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           38
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695125     MORTGAGORS: HEARTFIELD           MAURICE
                               HEARTFIELD           LINDA
    REGION CODE    ADDRESS   : 5133 WESTPATH WAY
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20816
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,685.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   05/01/23
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 52.83000
    ----------------------------------------------------------------
0   0007695133     MORTGAGORS: WALLACE              ROBERT
                               WALLACE              SHARON
    REGION CODE    ADDRESS   : 30 HIGHPOINT DR
        01         CITY      :    MEDFORD
                   STATE/ZIP : NJ  08055
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,578.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,052.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 86.82600
    ----------------------------------------------------------------
0   0007695166     MORTGAGORS: MONGAN               PAUL
                               SCHIFFER             DOMINIQUE
    REGION CODE    ADDRESS   : 122 TREEHAVEN STREET
        01         CITY      :    GAITERSBURG
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   416,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,348.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,837.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695174     MORTGAGORS: VATES                THOMAS
                               VATES                MOLLY
    REGION CODE    ADDRESS   : 43 CRAWFORD ROAD
        01         CITY      :    MIDDLETOWN
                   STATE/ZIP : NJ  07748
    MORTGAGE AMOUNT :   278,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,593.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,949.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695182     MORTGAGORS: PU                   HAI
                               WU                   YIHUI
    REGION CODE    ADDRESS   : 17 FLETCHER DR
        01         CITY      :    MONTVILLE
                   STATE/ZIP : NJ  07045
    MORTGAGE AMOUNT :   359,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    358,195.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,510.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.70800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,623,800.00
                               P & I AMT:     11,396.55  
                               UPB AMT:   1,620,401.22

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           39
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695190     MORTGAGORS: CHENG                CHARLES

    REGION CODE    ADDRESS   : 2 HAMILTON DR
        01         CITY      :    WEST WINDSOR
                   STATE/ZIP : NJ  08550
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,564.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 93.75000
    ----------------------------------------------------------------
0   0007695208     MORTGAGORS: BURGOS               FREDDY
                               BURGOS               KAROL
    REGION CODE    ADDRESS   : 27 SCHOOL STREET
        01         CITY      :    DUXBURY
                   STATE/ZIP : MA  02332
    MORTGAGE AMOUNT :   246,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,567.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,811.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
0   0007695232     MORTGAGORS: KHOURI               PHILIPPE
                               KHOURI               RANDA
    REGION CODE    ADDRESS   : 121 MT. LUCAS RD
        01         CITY      :    PRINCETON
                   STATE/ZIP : NJ  08540
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,413.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,558.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.78700
    ----------------------------------------------------------------
0   0007695240     MORTGAGORS: DELVY                LINDA
                               DELVY                DONALD
    REGION CODE    ADDRESS   : 1316 SUNNY AYR WAY
        01         CITY      :    LANSDALE
                   STATE/ZIP : PA  19446
    MORTGAGE AMOUNT :   296,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,670.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,095.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007695265     MORTGAGORS: KOOLS                CAROLYN
                               KOOLS                KEVIN
    REGION CODE    ADDRESS   : 73 STONEY LEA RD
        01         CITY      :    DEDHAM
                   STATE/ZIP : MA  02026
    MORTGAGE AMOUNT :   299,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,190.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,095.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,517,700.00
                               P & I AMT:     10,684.56  
                               UPB AMT:   1,515,405.57

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           40
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695273     MORTGAGORS: FAY                  ERIC
                               THOMPSON             CHERYL
    REGION CODE    ADDRESS   : 1106 BROOKSIDE AVE
        01         CITY      :    OCEAN
                   STATE/ZIP : NJ  07712
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,634.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007695281     MORTGAGORS: BLACKBURN            THOMAS
                               DURANT               MARIA
    REGION CODE    ADDRESS   : 357 COMMERCIAL STREET
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02115
    MORTGAGE AMOUNT :   249,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,228.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,745.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695299     MORTGAGORS: SADACCA              ELYO
                               SADACCA              CAROLINE
    REGION CODE    ADDRESS   : 10416 SNOW POINT DRIVE
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20814
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,401.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,545.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695315     MORTGAGORS: LESSER               HARRY
                               LESSER               JOANN
    REGION CODE    ADDRESS   : 10525 HENDERSON ROAD
        01         CITY      :    FAIRFAX STATION
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,436.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,455.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695323     MORTGAGORS: ANNUNZIATA           FRANK
                               ANNUNZIATA           DONNA
    REGION CODE    ADDRESS   : 18 FORMAN CT
        01         CITY      :    FREEHOLD
                   STATE/ZIP : NJ  07728
    MORTGAGE AMOUNT :   305,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,498.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,029.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 66.63700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,530,600.00
                               P & I AMT:     10,559.06  
                               UPB AMT:   1,519,199.32

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           41
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695331     MORTGAGORS: ROSEN                HARRY
                               MEISLIN              ANN
    REGION CODE    ADDRESS   : 11525 FLINTS GROVE LANE
        01         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   269,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,134.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695349     MORTGAGORS: MUNACO               MARIE
                               MUNACO               ANTHONY
    REGION CODE    ADDRESS   : 8 CURLEW PL
        01         CITY      :    OYSTER BAY
                   STATE/ZIP : NY  11771
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,810.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,789.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695364     MORTGAGORS: SUKUMAR              MINAKSHI
                               SUKUMAR              PRABHA
    REGION CODE    ADDRESS   : 15616 COPPERFIELD LANE
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : MD  20874
    MORTGAGE AMOUNT :   401,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    401,270.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,671.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695380     MORTGAGORS: JONES                DANIEL
                               JONES                RENATE
    REGION CODE    ADDRESS   : 359 STONEHENGE SW
        01         CITY      :    GRANDVILLE
                   STATE/ZIP : MI  49418
    MORTGAGE AMOUNT :   311,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,401.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,201.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.93900
    ----------------------------------------------------------------
0   0007695406     MORTGAGORS: ROGERS               PHILLIP
                               ROGERS               KORRINE
    REGION CODE    ADDRESS   : 6303 GLENSTONE
        01         CITY      :    GRAND RAPIDS
                   STATE/ZIP : MI  49546
    MORTGAGE AMOUNT :   256,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,937.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,836.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 65.05000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,494,500.00
                               P & I AMT:     10,247.89  
                               UPB AMT:   1,492,553.93

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           42
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695414     MORTGAGORS: HUTTENHOFF           MICKEY
                               SUMMERS              RONNIE
    REGION CODE    ADDRESS   : 15505 BAKER RD WEST
        01         CITY      :    MANHATTAN
                   STATE/ZIP : IL  60442
    MORTGAGE AMOUNT :   274,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,122.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,919.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.89300
    ----------------------------------------------------------------
0   0007695422     MORTGAGORS: BREITENBUCHER        BRIAN
                               BREITENBUCHER        ANGELA
    REGION CODE    ADDRESS   : 1304 W. 62ND ST.
        01         CITY      :    LAGRANGE
                   STATE/ZIP : IL  60525
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,019.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,824.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007695448     MORTGAGORS: SKEKLOFF             JON
                               SKEKLOFF             SHERRI
    REGION CODE    ADDRESS   : 14612 CREEK EDGE
        01         CITY      :    HOLLAND
                   STATE/ZIP : MI  49424
    MORTGAGE AMOUNT :   271,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,596.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,894.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.24600
    ----------------------------------------------------------------
0   0007695455     MORTGAGORS: SWISCHUK             JAMES
                               BAHR-SWISCHUK        SYLVIA
    REGION CODE    ADDRESS   : 3311 KNOXVILLE
        01         CITY      :    PEORIA
                   STATE/ZIP : IL  61602
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,614.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,810.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.17600
    ----------------------------------------------------------------
0   0007695463     MORTGAGORS: STEVENS              PAUL
                               STEVENS              ANNA
    REGION CODE    ADDRESS   : 2424 HIGHMEADOW
        01         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60564
    MORTGAGE AMOUNT :   253,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,450.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,625.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 79.71800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,319,450.00
                               P & I AMT:      9,076.25  
                               UPB AMT:   1,313,803.35

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           43
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695513     MORTGAGORS: PEAPER               BRIAN
                               PEAPER               VICTORIA
    REGION CODE    ADDRESS   : 107 RIVER DR
        01         CITY      :    TEQUESTA
                   STATE/ZIP : FL  33469
    MORTGAGE AMOUNT :   479,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    478,853.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,391.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695521     MORTGAGORS: MERCURI              ALDRIC

    REGION CODE    ADDRESS   : 2510 EAST LAKE BLUFF BLVD.
        01         CITY      :    SHOREWOOD
                   STATE/ZIP : WI  53211
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,874.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,194.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.60900
    ----------------------------------------------------------------
0   0007695539     MORTGAGORS: CASLER               JANET
                               CASLER               PETER
    REGION CODE    ADDRESS   : 19 FENNO ROAD
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02159
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,531.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 55.28600
    ----------------------------------------------------------------
0   0007695562     MORTGAGORS: SUTTERLIN            JOHN
                               SUTTERLIN            JANICE
    REGION CODE    ADDRESS   : 12 WHITEBRIDGE LANE
        01         CITY      :    FRANKFORT
                   STATE/ZIP : KY  40601
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,640.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.49800
    ----------------------------------------------------------------
0   0007695570     MORTGAGORS: DOLHANCRYK           JAMES
                               DOLHANCRYK           JOSEPHINE
    REGION CODE    ADDRESS   : 22 CHERRYDALE ROAD LOT 73
        01         CITY      :    GLEN MILLS
                   STATE/ZIP : PA  19342
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,783.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,568.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 76.94100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,579,200.00
                               P & I AMT:     10,936.00  
                               UPB AMT:   1,576,683.90

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           44
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695588     MORTGAGORS: CARLETON             CHRISTOPHER
                               CARLETON             MICHELLE
    REGION CODE    ADDRESS   : 25 BIRCH TREE RD
        01         CITY      :    FOXBORO
                   STATE/ZIP : MA  02035
    MORTGAGE AMOUNT :   291,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,420.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,942.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0007695596     MORTGAGORS: KASHUBA              DAVID

    REGION CODE    ADDRESS   : 708 NIGHTHAWK WAY
        01         CITY      :    N PALM BEACH
                   STATE/ZIP : FL  33408
    MORTGAGE AMOUNT :   314,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,315.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,282.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.05800
    ----------------------------------------------------------------
0   0007695604     MORTGAGORS: BETTI                ANTHONY
                               BETTI                MARIASSUNTA
    REGION CODE    ADDRESS   : 3639 LAKEWOOD
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60613
    MORTGAGE AMOUNT :   367,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,666.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,599.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695612     MORTGAGORS: HACKL                TIMOTHY
                               HACKL                ROBIN
    REGION CODE    ADDRESS   : 1548 RACHEL DRIVE
        01         CITY      :    BUFFALO GROVE
                   STATE/ZIP : IL  60089
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,648.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,776.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695620     MORTGAGORS: EISEN                ELLEN
                               COHEN                JOSHUA
    REGION CODE    ADDRESS   : 57 ORCHARD STREET
        01         CITY      :    CAMBRIDGE
                   STATE/ZIP : MA  02140
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,765.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 52.68200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,545,850.00
                               P & I AMT:     10,893.17  
                               UPB AMT:   1,543,816.50

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           45
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695638     MORTGAGORS: MCBRIDE              JAMES
                               MCBRIDE              ANTOINETTE
    REGION CODE    ADDRESS   : 33 SUNDEW ROAD
        01         CITY      :    SAVANNAH
                   STATE/ZIP : GA  31411
    MORTGAGE AMOUNT :   448,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    446,795.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,056.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695646     MORTGAGORS: RUBENSTEIN           DAVID

    REGION CODE    ADDRESS   : 6170 OLD HICKORY POINT NW
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30328
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,608.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 51.54600
    ----------------------------------------------------------------
0   0007695653     MORTGAGORS: ASKEW                ANTHONY

    REGION CODE    ADDRESS   : 211 TOWNSEND PL
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30327
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,434.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,081.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695661     MORTGAGORS: BOSWELL              CARTER
                               COOPER-BOSWELL       RIFKA
    REGION CODE    ADDRESS   : 16128 MOUNTAIN BLUEBIRD WAY
        01         CITY      :    MORRISON
                   STATE/ZIP : CO  80465
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,459.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,800.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/23
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 45.21500
    ----------------------------------------------------------------
0   0007695679     MORTGAGORS: BOSHES               ROGER
                               HANRAHAN-BOSHES      MEREDITH
    REGION CODE    ADDRESS   : 15 ELLIS STREET
        01         CITY      :    MEDWAY
                   STATE/ZIP : MA  02053
    MORTGAGE AMOUNT :   293,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,383.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,104.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.31500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,652,800.00
                               P & I AMT:     11,748.85  
                               UPB AMT:   1,649,682.86

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           46
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695695     MORTGAGORS: THEBAUD              EDWARD

    REGION CODE    ADDRESS   : 5035 WALNUT CREEK TRAIL
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30005
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,658.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.53700
    ----------------------------------------------------------------
0   0007695703     MORTGAGORS: GANCI                PAUL
                               GANCI                LISA
    REGION CODE    ADDRESS   : 22 BRADLEY ROAD
        01         CITY      :    ANDOVER
                   STATE/ZIP : MA  01810
    MORTGAGE AMOUNT :   253,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,632.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.31500
    ----------------------------------------------------------------
0   0007695752     MORTGAGORS: MC GLOIN             WILLIAM

    REGION CODE    ADDRESS   : 4732 TALLEYBROOK DRIVE
        01         CITY      :    KENNESAW
                   STATE/ZIP : GA  30152
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,700.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,526.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.75700
    ----------------------------------------------------------------
0   0007695760     MORTGAGORS: MARTIN               DAVID
                               FINNERTY-MARTIN      ELIZABETH
    REGION CODE    ADDRESS   : 1495 N DECATUR ROAD
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30306
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,569.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.51200
    ----------------------------------------------------------------
0   0007695778     MORTGAGORS: SAMSON               ROBERT
                               SAMSON               CAROL
    REGION CODE    ADDRESS   : 11 HENRY ST
        01         CITY      :    WINCHESTER
                   STATE/ZIP : MA  01890
    MORTGAGE AMOUNT :   270,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,107.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,914.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.35800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,414,500.00
                               P & I AMT:      9,834.31  
                               UPB AMT:   1,412,668.28

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           47
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695786     MORTGAGORS: JACQUEMARD           BRUCE
                               JACQUEMARD           NANA
    REGION CODE    ADDRESS   : 7808 BROCKWAY DRIVE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80303
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,511.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,128.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695794     MORTGAGORS: COONEY               JAMES
                               COONEY               LINDA
    REGION CODE    ADDRESS   : 6271 SOUTH BILLINGS WAY
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   318,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,451.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,169.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0007695802     MORTGAGORS: WOLK                 JOEL
                               DOLGIN               MARCIA
    REGION CODE    ADDRESS   : 80 CANTON STREET
        01         CITY      :    SHARON
                   STATE/ZIP : MA  02067
    MORTGAGE AMOUNT :   252,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,317.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,787.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 66.62200
    ----------------------------------------------------------------
0   0007695836     MORTGAGORS: MORROW               JOE
                               MORROW               CYNTHIA
    REGION CODE    ADDRESS   : 10601 WEST VASSAR PLACE
        01         CITY      :    LAKEWOOD
                   STATE/ZIP : CO  80227
    MORTGAGE AMOUNT :   293,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,929.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,976.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.96800
    ----------------------------------------------------------------
0   0007695844     MORTGAGORS: JAGGAR               ALISON

    REGION CODE    ADDRESS   : 5139 SUGARLOAF ROAD
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80302
    MORTGAGE AMOUNT :   301,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,314.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,057.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 66.27400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,477,500.00
                               P & I AMT:     10,119.06  
                               UPB AMT:   1,475,524.78

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           48
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695869     MORTGAGORS: DEPEW                JOHN
                               DEPEW                KELLY
    REGION CODE    ADDRESS   : 2707 SUGARBERRY LN
        01         CITY      :    MIDLOTHIAN
                   STATE/ZIP : VA  23113
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,568.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,102.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007695877     MORTGAGORS: CAMPAGNOLA           JOSEPH
                               CAMPAGNOLA           MARTHA
    REGION CODE    ADDRESS   : 2853 EAST NICHOLS CIRCLE
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80122
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,773.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,978.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.73100
    ----------------------------------------------------------------
0   0007695885     MORTGAGORS: ARGANESE             THOMAS
                               ARGANESE             MARY
    REGION CODE    ADDRESS   : 9679 EAST PRENTICE CIRCLE
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   495,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,613.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,376.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 47.14200
    ----------------------------------------------------------------
0   0007695893     MORTGAGORS: HENRY                JANET
                               HENRY                MARION
    REGION CODE    ADDRESS   : 1601 SE 13TH ST
        01         CITY      :    FORT LAUDERDALE
                   STATE/ZIP : FL  33316
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,782.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,832.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695919     MORTGAGORS: SAWYER               KENNETH
                               SAWYER               JANET
    REGION CODE    ADDRESS   : 345 STEELE STREET
        01         CITY      :    DENVER
                   STATE/ZIP : CO  80206
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,687.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.88700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,754,000.00
                               P & I AMT:     12,018.48  
                               UPB AMT:   1,752,426.76

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           49
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695927     MORTGAGORS: FLEMING              KATE
                               KELLER               CONSTANCE
    REGION CODE    ADDRESS   : 10320 WATERLEAF COURT
        01         CITY      :    MEQUON
                   STATE/ZIP : WI  53092
    MORTGAGE AMOUNT :   335,625.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,363.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,289.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007695935     MORTGAGORS: AGATUCCI             ANTHONY
                               AGATUCCI             PATRICIA
    REGION CODE    ADDRESS   : 4809 BLACKWOLF ROAD
        01         CITY      :    SPRINGFIELD
                   STATE/ZIP : IL  62707
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,703.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,592.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.12200
    ----------------------------------------------------------------
0   0007695943     MORTGAGORS: MCNAMARA             TIMOTHY
                               HOBLITZELLE          WENDY
    REGION CODE    ADDRESS   : 2004 20TH AVENUE SOUTH
        01         CITY      :    NASHVILLE
                   STATE/ZIP : TN  37212
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,781.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,910.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007695950     MORTGAGORS: DEWEY                ALLEN
                               DEWEY                JUDITH
    REGION CODE    ADDRESS   : 7 VANDORA PLACE
        01         CITY      :    DURHAM
                   STATE/ZIP : NC  27705
    MORTGAGE AMOUNT :   252,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,697.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,703.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007695968     MORTGAGORS: BOHANNON             JEFFERY
                               BOHANNON             DEBORAH
    REGION CODE    ADDRESS   : 1086 BLUE HERON ROAD
        01         CITY      :    NASHVILLE
                   STATE/ZIP : TN  37221
    MORTGAGE AMOUNT :   305,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,762.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,080.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.61900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,553,525.00
                               P & I AMT:     10,576.41  
                               UPB AMT:   1,552,308.14

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           50
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007695976     MORTGAGORS: CORN                 RONALD
                               CORN                 DEANNE
    REGION CODE    ADDRESS   : 19 CARRIAGE PINES CT
        01         CITY      :    THE WOODLANDS
                   STATE/ZIP : TX  77381
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,792.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.28500
    ----------------------------------------------------------------
0   0007695984     MORTGAGORS: RETTENMAIER          DAVID
                               RETTENMAIER          REBECCA
    REGION CODE    ADDRESS   : 9076 CUMMINGS FARM LANE
        01         CITY      :    CINCINNATI
                   STATE/ZIP : OH  45249
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,789.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,841.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.13300
    ----------------------------------------------------------------
0   0007696008     MORTGAGORS: CLOPTON              CLAUDIA
                               CARLEY               KATHERINE
    REGION CODE    ADDRESS   : 460 LAFEYETTE STREET
        01         CITY      :    DENVER
                   STATE/ZIP : CO  80218
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,797.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 62.65000
    ----------------------------------------------------------------
0   0007696016     MORTGAGORS: LAFIANDRA            CATALDO
                               LAFIANDRA            CATHERINE
    REGION CODE    ADDRESS   : 958 BYRNWYCK ROAD
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30319
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,759.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,349.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007696024     MORTGAGORS: METZGER              ANDREW
                               METZGER              KATHLEEN
    REGION CODE    ADDRESS   : 2676 ROCHESTER ROAD
        01         CITY      :    SHAKER HEIGHTS
                   STATE/ZIP : OH  44122
    MORTGAGE AMOUNT :   265,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,084.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,811.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,387,500.00
                               P & I AMT:      9,528.27  
                               UPB AMT:   1,386,222.83

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           51
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007696032     MORTGAGORS: FOLEY                STEPHEN
                               FOLEY                REGINA
    REGION CODE    ADDRESS   : 223 CURWEN ROAD
        01         CITY      :    ROSEMONT
                   STATE/ZIP : PA  19010
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,687.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.07200
    ----------------------------------------------------------------
0   0007696040     MORTGAGORS: BRENMAN              JEFFREY
                               HANCOCK              VIRGINIA
    REGION CODE    ADDRESS   : 1000 SOUTH FRANKLIN STREET
        01         CITY      :    DENVER
                   STATE/ZIP : CO  80209
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,446.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,324.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 53.73800
    ----------------------------------------------------------------
0   0007696057     MORTGAGORS: DEVENS               JOHN
                               DEVENS               CAROL
    REGION CODE    ADDRESS   : 9628 E MAPLEWOOD CIRCLE
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,430.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,391.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 76.34400
    ----------------------------------------------------------------
0   0007696065     MORTGAGORS: HAWTHORNE            DAVID
                               HAWTHORNE            DENISE
    REGION CODE    ADDRESS   : 213 DEER LANE
        01         CITY      :    SLEEPY HOLLOW
                   STATE/ZIP : IL  60118
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,794.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,864.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.24800
    ----------------------------------------------------------------
0   0007696073     MORTGAGORS: BARONE               NICHOLAS
                               BARONE               JANET
    REGION CODE    ADDRESS   : 1117 GREENLEA DRIVE
        01         CITY      :    APEX
                   STATE/ZIP : NC  27502
    MORTGAGE AMOUNT :   256,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,599.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,626,800.00
                               P & I AMT:     11,061.41  
                               UPB AMT:   1,624,959.30

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           52
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007696081     MORTGAGORS: WASCHKIES            JOHN
                               WASCHKIES            KATHY
    REGION CODE    ADDRESS   : 595 WATBORO HILL DRIVE
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30201
    MORTGAGE AMOUNT :   269,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,284.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,815.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.83561
    ----------------------------------------------------------------
0   0007696099     MORTGAGORS: HARDESTY             MICHAEL
                               NOPPENBERGER         SHERI
    REGION CODE    ADDRESS   : 25 WATCH POINT DRIVE
        01         CITY      :    FT. THOMAS
                   STATE/ZIP : KY  41075
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,572.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,933.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007696107     MORTGAGORS: SELLERS              SANDRA
                               SELLERS              MICHAEL
    REGION CODE    ADDRESS   : 2665 WOODLAND COURT
        01         CITY      :    WEST DES MOINES
                   STATE/ZIP : IA  50266
    MORTGAGE AMOUNT :   272,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,565.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 74.99600
    ----------------------------------------------------------------
0   0007696115     MORTGAGORS: JOHNSON              GWENDOLYN

    REGION CODE    ADDRESS   : 362 KINTNERS ROAD
        01         CITY      :    KINTNERSVILLE
                   STATE/ZIP : PA  18930
    MORTGAGE AMOUNT :   290,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,277.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,057.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007696131     MORTGAGORS: WILLIAMS             JOE
                               WILLIAMS             AMY
    REGION CODE    ADDRESS   : 693 COURTENAY DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30306
    MORTGAGE AMOUNT :   284,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,506.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,065.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,397,900.00
                               P & I AMT:      9,642.25  
                               UPB AMT:   1,396,206.63

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           53
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007696156     MORTGAGORS: DRAKE                ROY
                               CURTIS-DRAKE         LYN
    REGION CODE    ADDRESS   : 9686 EAST MAPLEWOOD CIRCLE
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   302,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,319.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,089.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.46300
    ----------------------------------------------------------------
0   0007696180     MORTGAGORS: RUOCCO               JOSEPH
                               RUOCCO               MARY
    REGION CODE    ADDRESS   : 6300 AVALON DRIVE
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20816
    MORTGAGE AMOUNT :   318,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,151.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,172.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007696206     MORTGAGORS: CAMILLO              GREGORY
                               CAMILLO              VALERIE
    REGION CODE    ADDRESS   : 2324 ABINGTON ROAD
        01         CITY      :    COLUMBUS
                   STATE/ZIP : OH  43221
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,678.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,810.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007696214     MORTGAGORS: HE                   HONGYU
                               CAI                  XIN
    REGION CODE    ADDRESS   : 19 HYACINTH DRIVE
        01         CITY      :    WESTFORD
                   STATE/ZIP : MA  01886
    MORTGAGE AMOUNT :   247,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,211.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.80600
    ----------------------------------------------------------------
0   0007696222     MORTGAGORS: WASHINGTON           KEITH

    REGION CODE    ADDRESS   : 1170 E. CLUB LANE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30319
    MORTGAGE AMOUNT :   492,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    491,616.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,356.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,772,350.00
                               P & I AMT:     12,137.31  
                               UPB AMT:   1,770,977.93

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           54
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007696248     MORTGAGORS: FAKHRZAD             ALI
                               FAKHRZAD             TOMMA
    REGION CODE    ADDRESS   : 1039 KEYSTONE TRAIL DR
        01         CITY      :    CHESTERFIELD
                   STATE/ZIP : MO  63005
    MORTGAGE AMOUNT :   289,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,774.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,971.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.10800
    ----------------------------------------------------------------
0   0007696263     MORTGAGORS: KRAUS                SUSAN

    REGION CODE    ADDRESS   : 10244 LYLEWOOD
        01         CITY      :    LADUE
                   STATE/ZIP : MO  63124
    MORTGAGE AMOUNT :   250,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,209.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,729.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031019631     MORTGAGORS: KENNEY               JOHN
                               GOLDBERG             ALISON
    REGION CODE    ADDRESS   : 11 BIG WOODS DRIVE
        01         CITY      :    GLEN MILLS
                   STATE/ZIP : PA  19342
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,812.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.82600
    ----------------------------------------------------------------
0   0031151426     MORTGAGORS: THOMAS               DAVID

    REGION CODE    ADDRESS   : 443 CAPTAINS WALK
        01         CITY      :    HILTON HEAD
                   STATE/ZIP : SC  29928
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,318.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,010.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   01/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031165293     MORTGAGORS: SHIREY               THOMAS
                               SHIREY               SUSAN
    REGION CODE    ADDRESS   : 1937 MISTY WOODS DRIVE
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30397
    MORTGAGE AMOUNT :   279,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,976.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,881.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 78.10800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,349,600.00
                               P & I AMT:      9,298.08  
                               UPB AMT:   1,347,091.22

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           55
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031191885     MORTGAGORS: BUCHAN               ROBERT
                               BUCHAN               LORINDA
    REGION CODE    ADDRESS   : 2453 RUE LE CHARLENE
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  92075
    MORTGAGE AMOUNT :   488,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    487,637.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,412.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.72400
    ----------------------------------------------------------------
0   0031200207     MORTGAGORS: ZAMPI                MICHAEL
                               ZAMPI                CHRISTINE
    REGION CODE    ADDRESS   : 24 MIDDLETON LANE
        01         CITY      :    NEW GARDEN TWP.
                   STATE/ZIP : PA  19350
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,899.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,344.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   02/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031211741     MORTGAGORS: NOVAK                GERARD
                               NOVAK                GILDA
    REGION CODE    ADDRESS   : 51 BAILLY DRIVE
        01         CITY      :    BURLINGTON
                   STATE/ZIP : NJ  08016
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,829.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 88.39100
    ----------------------------------------------------------------
0   0031224520     MORTGAGORS: MCCANN               JAMES
                               MCCANN               CHABIDAI
    REGION CODE    ADDRESS   : 2 SLEEPY HOLLOW DRIVE
        01         CITY      :    JEFFERSON
                   STATE/ZIP : NJ  07438
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,820.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,630.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.89100
    ----------------------------------------------------------------
0   0031327133     MORTGAGORS: GUPTA                YOGENDRA
                               GUPTA                PADMA
    REGION CODE    ADDRESS   : 13500 STONEBRIDGE TERRACE
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : MD  20874
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,578.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,906.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,583,000.00
                               P & I AMT:     10,956.30  
                               UPB AMT:   1,579,766.22

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           56
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031349269     MORTGAGORS: MCGEADY              THOMAS

    REGION CODE    ADDRESS   : 47808 SAULTY DRIVE
        01         CITY      :    STERLING
                   STATE/ZIP : VA  20165
    MORTGAGE AMOUNT :   305,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,215.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,163.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031380173     MORTGAGORS: WELLS                JOSEPH
                               WELLS                LORRAINE
    REGION CODE    ADDRESS   : 2511 AMHERST AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90064
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,977.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,901.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.27272
    ----------------------------------------------------------------
0   0031383268     MORTGAGORS: MILLER               WALTER

    REGION CODE    ADDRESS   : 3428 CAMINO CORTE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   334,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,370.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.03600
    ----------------------------------------------------------------
0   0031395320     MORTGAGORS: HEERBOTH             WESLEY
                               HEERBOTH             TERRI
    REGION CODE    ADDRESS   : 608 EAGLE CREEK POINTE
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30097
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,785.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,177.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 86.99300
    ----------------------------------------------------------------
0   0031403306     MORTGAGORS: LATHAM               AL
                               LATHAM               DEBORAH
    REGION CODE    ADDRESS   : 469 HARRISON STREET
        01         CITY      :    DENVER
                   STATE/ZIP : CO  80206
    MORTGAGE AMOUNT :   337,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    337,097.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,360.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,554,100.00
                               P & I AMT:     10,973.75  
                               UPB AMT:   1,550,975.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           57
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031404080     MORTGAGORS: SELLERS              RONALD
                               SELLERS              GEORGE
    REGION CODE    ADDRESS   : 53 LONG MEADOW ROAD
        01         CITY      :    BEDFORD
                   STATE/ZIP : NY  10506
    MORTGAGE AMOUNT : 1,000,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    999,219.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,821.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   015
    LTV :                 71.42800
    ----------------------------------------------------------------
0   0031409048     MORTGAGORS: SHALLENBERGER        JUDY

    REGION CODE    ADDRESS   : 2262 WILLOWBEND ROAD
        01         CITY      :    GENOA
                   STATE/ZIP : NV  89411
    MORTGAGE AMOUNT :   425,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,850.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,938.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 62.11600
    ----------------------------------------------------------------
0   0031413271     MORTGAGORS: MONAHAN              DANIEL
                               MONAHAN              DARLENE
    REGION CODE    ADDRESS   : 1430 DEWING  LANE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94595
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,099.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031431927     MORTGAGORS: VELASCO              PAUL
                               VELASCO              MADELINE
    REGION CODE    ADDRESS   : 15 VIEWCREST CICRLE
        01         CITY      :    SOUTH SAN FRANSICO
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   265,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,153.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,855.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.62400
    ----------------------------------------------------------------
0   0031441165     MORTGAGORS: FORLENZA             ROBERT
                               VELASQUEZ            SANDRA
    REGION CODE    ADDRESS   : 9 OVERLOOK DRIVE
        01         CITY      :    PORT WASHINGTON
                   STATE/ZIP : NY  11050
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,714.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,590.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.88800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,317,850.00
                               P & I AMT:     16,011.37  
                               UPB AMT:   2,315,037.21

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           58
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031464506     MORTGAGORS: KRASNEY              MICHAEL
                               KRASNEY              KATHERINE
    REGION CODE    ADDRESS   : 6117 TROTTER RIDGE COURT
        01         CITY      :    COLUMBIA
                   STATE/ZIP : MD  21044
    MORTGAGE AMOUNT :   270,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,167.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,753.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0031464845     MORTGAGORS: FOWLIE               THOMAS
                               FOWLIE               VALERIE
    REGION CODE    ADDRESS   : 32 KINGSWOOD COURT
        01         CITY      :    BELLE MEADE
                   STATE/ZIP : NJ  08502
    MORTGAGE AMOUNT :   369,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    368,173.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,580.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031481211     MORTGAGORS: TOMLINSON            MATTHEW
                               TOMLINSON            DENISE
    REGION CODE    ADDRESS   : 60 CREST ROAD
        01         CITY      :    NEW PROVIDENCE
                   STATE/ZIP : NJ  07974
    MORTGAGE AMOUNT :   339,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,119.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,432.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 94.99300
    ----------------------------------------------------------------
0   0031493059     MORTGAGORS: BURMAN               MELVIN
                               BURMAN               JOAN
    REGION CODE    ADDRESS   : 36 OLYMPIC OAKS DRIVE
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,740.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.22000
    ----------------------------------------------------------------
0   0031498066     MORTGAGORS: WIEGERS              SUSAN
                               GOLDSTEIN            BARRY
    REGION CODE    ADDRESS   : 76 OVERHILL RD.
        01         CITY      :    BALA CYNWYD
                   STATE/ZIP : PA  19004
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    440,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,890.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,819,000.00
                               P & I AMT:     12,386.06  
                               UPB AMT:   1,816,200.01

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           59
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031525934     MORTGAGORS: FITZPATRICK          JAMES
                               FITZPATRICK          CHRISTINA
    REGION CODE    ADDRESS   : 34 HAMPSHIRE DRIVE
        01         CITY      :    IVYLAND
                   STATE/ZIP : PA  18974
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,474.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 55.67500
    ----------------------------------------------------------------
0   0031528698     MORTGAGORS: CAPLAN               MITCHELL
                               CAPLAN               CYNTHIA
    REGION CODE    ADDRESS   : 8024 SUMMER MILL COURT
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   777,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    775,658.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,435.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   015
    LTV :                 67.60000
    ----------------------------------------------------------------
0   0031531064     MORTGAGORS: ADKISSON             RICHARD
                               ADKISSON             BETH
    REGION CODE    ADDRESS   : 1042 SOUTH WINDY RIDGE COURT
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031539588     MORTGAGORS: GREEN                LESLIE
                               BOHI                 BARBARA
    REGION CODE    ADDRESS   : 19 LANAPE TRAIL
        01         CITY      :    MONTCLAIR
                   STATE/ZIP : NJ  07042
    MORTGAGE AMOUNT :   394,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,812.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,757.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031540727     MORTGAGORS: STINNETT             DONALD
                               STINNETT             RAYRAI
    REGION CODE    ADDRESS   : 10712 MARRIOTTSVILLE RD
        01         CITY      :    RANDALLSTOWN
                   STATE/ZIP : MD  21133
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,948.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,079,800.00
                               P & I AMT:     14,557.54  
                               UPB AMT:   2,076,728.15

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           60
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031544471     MORTGAGORS: VOLOK                GREGORY
                               VOLOK                EILEEN
    REGION CODE    ADDRESS   : 3431 CENTRAL AVENUE
        01         CITY      :    OCEAN CITY
                   STATE/ZIP : NJ  08226
    MORTGAGE AMOUNT :   254,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,456.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,799.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0031549371     MORTGAGORS: TRIBBY               LOWELL
                               TRIBBY               CHRISTI-LE
    REGION CODE    ADDRESS   : 14261 CLUBHOUSE ROAD
        01         CITY      :    GAINESVILLE
                   STATE/ZIP : VA  20155
    MORTGAGE AMOUNT :   279,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,837.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.96800
    ----------------------------------------------------------------
0   0031549918     MORTGAGORS: ARENA                JOSEPH
                               ARENA                LOUISE
    REGION CODE    ADDRESS   : 25979 SARAZEN DRIVE
        01         CITY      :    SOUTH RIDING
                   STATE/ZIP : VA  20152
    MORTGAGE AMOUNT :   249,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,679.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031550866     MORTGAGORS: GARSON               STAFFORD
                               GARSON               STEFANIA
    REGION CODE    ADDRESS   : 13 HALLOCK PLACE
        01         CITY      :    ARMONK
                   STATE/ZIP : NY  10504
    MORTGAGE AMOUNT :   950,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    947,763.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,480.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   015
    LTV :                 59.37500
    ----------------------------------------------------------------
0   0031555857     MORTGAGORS: NICHOLSON            BRUCE
                               NICHOLSON            KIMBERLY
    REGION CODE    ADDRESS   : 5 TRAILWOOD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   410,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    408,598.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,729.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,143,500.00
                               P & I AMT:     14,526.64  
                               UPB AMT:   2,138,818.92

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           61
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031557366     MORTGAGORS: SKOUGE               JOHN

    REGION CODE    ADDRESS   : 23 MANSEL DRIVE
        01         CITY      :    REISTERSTOWN
                   STATE/ZIP : MD  21136
    MORTGAGE AMOUNT :   427,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,266.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,916.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0031559347     MORTGAGORS: FERNOW               KATHY

    REGION CODE    ADDRESS   : 5520 RUNNING SPRING WAY
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   249,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,788.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,681.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031565062     MORTGAGORS: RIELA                JOSEPH
                               RIELA                PATRICE
    REGION CODE    ADDRESS   : 1 ELI WHITNEY DRIVE
        01         CITY      :    WESTBOROUGH
                   STATE/ZIP : MA  01581
    MORTGAGE AMOUNT :   245,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,767.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0031571664     MORTGAGORS: NEWTON               STEVEN
                               NEWTON               SHARON
    REGION CODE    ADDRESS   : 1094 FREMONT AVENUE
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    650,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,379.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 61.03200
    ----------------------------------------------------------------
0   0031572977     MORTGAGORS: SMITH                BRADLEY
                               SMITH                JENNIFER
    REGION CODE    ADDRESS   : 78790 CITRUS STREET
        01         CITY      :    LA QUINTA
                   STATE/ZIP : CA  92253
    MORTGAGE AMOUNT :   545,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    544,574.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,717.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.87100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,118,150.00
                               P & I AMT:     14,415.36  
                               UPB AMT:   2,115,397.22

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           62
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031578271     MORTGAGORS: MATEY                CHRISTOPHER
                               MATEY                LAURL
    REGION CODE    ADDRESS   : 15517 SWEETBIRCH COURT
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20853
    MORTGAGE AMOUNT :   241,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,231.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,668.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031582034     MORTGAGORS: FARRINGTON           HAROLD
                               FARRINGTON           KAMI
    REGION CODE    ADDRESS   : 12734 HEATHERFORD PLACE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   343,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,635.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,283.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031588064     MORTGAGORS: NEIMAND              MICHAEL
                               NEIMAND              DIANE
    REGION CODE    ADDRESS   : 17074 KNAPP STREET
        01         CITY      :    NORTHRIDGE AREA
                   STATE/ZIP : CA  91325
    MORTGAGE AMOUNT :   295,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,198.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031589526     MORTGAGORS: ANDERSEN             ROBERT
                               JOHNSON              N.
    REGION CODE    ADDRESS   : 15908 YATES STREET
        01         CITY      :    OMAHA
                   STATE/ZIP : NE  68116
    MORTGAGE AMOUNT :   324,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,172.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,271.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.96600
    ----------------------------------------------------------------
0   0031589658     MORTGAGORS: EXNER                A
                               LADISH-EXNER         MARGARET
    REGION CODE    ADDRESS   : W278 N2977 ROCKY POINT ROAD
        01         CITY      :    PEWAUKEE
                   STATE/ZIP : WI  53072
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    363,736.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,576.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 32.50000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,569,350.00
                               P & I AMT:     10,842.10  
                               UPB AMT:   1,566,974.23

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           63
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031589781     MORTGAGORS: ERK                  MICHAEL
                               ERK                  MARY
    REGION CODE    ADDRESS   : LOT 51 PIPIT LANE
        01         CITY      :    LEONARDTOWN
                   STATE/ZIP : MD  20650
    MORTGAGE AMOUNT :   264,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,691.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,825.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0031590136     MORTGAGORS: FISCHOFF             SETH
                               FISCHOFF             DEBRA
    REGION CODE    ADDRESS   : 160 WEST 86TH ST. #3A
        01         CITY      :    NEW YORK
                   STATE/ZIP : NY  10024
    MORTGAGE AMOUNT :   513,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    513,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,592.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031590342     MORTGAGORS: HORNGRAD             DOUGLAS
                               HORNGRAD             MARY
    REGION CODE    ADDRESS   : 11 MARSH DRIVE
        01         CITY      :    MILL VALLEY
                   STATE/ZIP : CA  94941
    MORTGAGE AMOUNT :   550,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    548,351.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,845.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 63.43700
    ----------------------------------------------------------------
0   0031592439     MORTGAGORS: BLUME                ROBERT
                               BLUME                ANNE
    REGION CODE    ADDRESS   : 56 WINDSOR GATE DRIVE
        01         CITY      :    NORTH HILLS
                   STATE/ZIP : NY  11040
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,811.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031592926     MORTGAGORS: BOVBJERG             DANA
                               BOVBJERG             MARGARET
    REGION CODE    ADDRESS   : 190 BOULEVARD AVENUE
        01         CITY      :    PELHAM
                   STATE/ZIP : NY  10803
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,713.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,328.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 60.86900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,938,100.00
                               P & I AMT:     13,432.53  
                               UPB AMT:   1,935,317.88

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           64
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031598881     MORTGAGORS: FAGENSON             LESLIE
                               SCHERER              DAVID
    REGION CODE    ADDRESS   : 20 HILLSIDE AVENUE
        01         CITY      :    MILLBURN
                   STATE/ZIP : NJ  07041
    MORTGAGE AMOUNT :   804,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    799,798.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,040.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   01/01/28
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   015
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031599996     MORTGAGORS: DECARLO              KENNETH
                               DECARLO              TRACY
    REGION CODE    ADDRESS   : 55 BARRINTON LANE
        01         CITY      :    CHESTER SPRINGS
                   STATE/ZIP : PA  19425
    MORTGAGE AMOUNT :   302,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,439.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,963.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031602907     MORTGAGORS: GARRISON             KEVIN
                               GARRISON             MARGUERITE
    REGION CODE    ADDRESS   : 8915 DAY LILY COURT
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22031
    MORTGAGE AMOUNT :   365,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,033.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,402.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0031604135     MORTGAGORS: MARKWALTER           JOHN
                               MARKWALTER           JUANITA
    REGION CODE    ADDRESS   : 525 ARDEN AT ARGONNE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30305
    MORTGAGE AMOUNT :   648,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,261.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031604689     MORTGAGORS: ANASTASIO            ERNEST
                               ANASTASIO            SUSAN
    REGION CODE    ADDRESS   : 679 OLD COUNTRY LANE
        01         CITY      :    RICHMOND
                   STATE/ZIP : VT  05477
    MORTGAGE AMOUNT :   630,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    628,623.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,459.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.75000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,751,100.00
                               P & I AMT:     19,126.49  
                               UPB AMT:   2,744,645.10

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           65
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031605967     MORTGAGORS: LEE                  JOHN
                               LEE                  ANNIE
    REGION CODE    ADDRESS   : 4692 WILCOX AVENUE
        01         CITY      :    SANTA CLARITA
                   STATE/ZIP : CA  95054
    MORTGAGE AMOUNT :   242,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,801.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,610.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.34400
    ----------------------------------------------------------------
0   0031608938     MORTGAGORS: KIRBY                GREGORY
                               KIRBY                DOREEN
    REGION CODE    ADDRESS   : 2414 SWAINWOOD DRIVE
        01         CITY      :    GLENVIEW
                   STATE/ZIP : IL  60025
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,810.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 91.39700
    ----------------------------------------------------------------
0   0031614712     MORTGAGORS: LEVY                 CYNTHIA

    REGION CODE    ADDRESS   : 11361 MORNING GATE DRIVE
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20852
    MORTGAGE AMOUNT :   257,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,623.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,798.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031619505     MORTGAGORS: WILLIAMSON           THOMAS
                               WILLIAMSON           JANICE
    REGION CODE    ADDRESS   : 14 STIRLING DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,410.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,299.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 57.61300
    ----------------------------------------------------------------
0   0031619638     MORTGAGORS: SCHAEFER             SANDRA

    REGION CODE    ADDRESS   : 12964 SW 147TH PLACE
        01         CITY      :    TIGARD
                   STATE/ZIP : OR  97223
    MORTGAGE AMOUNT :   236,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,970.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,631.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.76100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,340,350.00
                               P & I AMT:      9,121.70  
                               UPB AMT:   1,338,616.71

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           66
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031620123     MORTGAGORS: BARAJAS              ALBERTO
                               BARAJAS              BLANCA
    REGION CODE    ADDRESS   : 3276 NORWOOD AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   257,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,799.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,753.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.38800
    ----------------------------------------------------------------
0   0031623127     MORTGAGORS: ORTLOFF              DEAN
                               ORTLOFF              JOAN
    REGION CODE    ADDRESS   : 422 LESTER POINTE
        01         CITY      :    WACONIA
                   STATE/ZIP : MN  55387
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,779.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,002.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.37800
    ----------------------------------------------------------------
0   0031624471     MORTGAGORS: PRATT                AARON
                               PRATT                KRISTEN
    REGION CODE    ADDRESS   : 2271 VALLEY BROOK WAY
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30319
    MORTGAGE AMOUNT :   327,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,230.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.98000
    ----------------------------------------------------------------
0   0031624695     MORTGAGORS: LABYORTEAUX          PATRICK
                               ALBANESE             TINA
    REGION CODE    ADDRESS   : 10417 RAVENWOOD COURT
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90077
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,692.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,494.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 55.55500
    ----------------------------------------------------------------
0   0031625270     MORTGAGORS: BACKMAN              STEPHEN
                               BACKMAN              JOY
    REGION CODE    ADDRESS   : 205 S. ELMWOOD,
        01         CITY      :    OAK PARK,
                   STATE/ZIP : IL  60302
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,743.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,412.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,594,000.00
                               P & I AMT:     10,894.05  
                               UPB AMT:   1,593,015.42

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           67
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031625510     MORTGAGORS: VAN SICKLE           ROBERT
                               VAN SICKLE           THERESA
    REGION CODE    ADDRESS   : 443 EASTGATE ROAD
        01         CITY      :    RIDGEWOOD
                   STATE/ZIP : NJ  07450
    MORTGAGE AMOUNT :   272,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,042.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,880.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031626450     MORTGAGORS: BRUEN                DAVID
                               BRUEN                JANE
    REGION CODE    ADDRESS   : 13628 CALBADOS PLACE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92128
    MORTGAGE AMOUNT :   335,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,888.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,286.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.98100
    ----------------------------------------------------------------
0   0031627367     MORTGAGORS: PAVLOVICH            JACINDA

    REGION CODE    ADDRESS   : 33555 VIA CORVALIAN
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   253,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,203.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,730.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031628910     MORTGAGORS: LATTA                DOUGLAS

    REGION CODE    ADDRESS   : 16734 KNOLLWOOD DRIVE
        01         CITY      :    (GRANADA HILLS AREA) LOS
                   STATE/ZIP : CA  91344
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,756.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,378.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.05800
    ----------------------------------------------------------------
0   0031630072     MORTGAGORS: MCLOUGHLIN           GEORGE
                               MCLOUGHLIN           MEREDITH
    REGION CODE    ADDRESS   : 684 ANDOVER ROAD
        01         CITY      :    NEWTOWN SQUARE
                   STATE/ZIP : PA  19073
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,762.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,517,000.00
                               P & I AMT:     10,512.36  
                               UPB AMT:   1,515,653.85

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           68
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031630551     MORTGAGORS: KAGASOFF             BARRY
                               KAGASOFF             ELISE
    REGION CODE    ADDRESS   : 4425 LIBBIT AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91436
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,529.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,600.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.14800
    ----------------------------------------------------------------
0   0031632268     MORTGAGORS: BURNHAM              ROBERT
                               BURNHAM              PATRICIA
    REGION CODE    ADDRESS   : 3322 FISHERMANS WAY
        01         CITY      :    BUMPASS
                   STATE/ZIP : VA  23024
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,598.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 78.12500
    ----------------------------------------------------------------
0   0031635170     MORTGAGORS: MARTINEZ             TIMOTHY
                               MARTINEZ             LISA
    REGION CODE    ADDRESS   : 28079 W. MAIN STREET
        01         CITY      :    WAUCONDA
                   STATE/ZIP : IL  60084
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,527.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.22200
    ----------------------------------------------------------------
0   0031635279     MORTGAGORS: DEPETRO              JOHN
                               DEPETRO              KRISTEN
    REGION CODE    ADDRESS   : 302 OAKLAND BEACH
        01         CITY      :    WESTCHESTER
                   STATE/ZIP : NY  10580
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,465.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,417.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.08600
    ----------------------------------------------------------------
0   0031636913     MORTGAGORS: HOLM                 STEWART
                               HOLM                 THERESA
    REGION CODE    ADDRESS   : 7770 LANDOWNE DRIVE
        01         CITY      :    DUNWOODY
                   STATE/ZIP : GA  30350
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,505.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,075.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,818,000.00
                               P & I AMT:     12,551.04  
                               UPB AMT:   1,814,627.55

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           69
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031637176     MORTGAGORS: HOLLON               GARY
                               HOFFMAN              EILEEN
    REGION CODE    ADDRESS   : 1742 GLENNEYRE STREET
        01         CITY      :    LAGUNA BEACH,
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,744.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,075.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.28500
    ----------------------------------------------------------------
0   0031638091     MORTGAGORS: GOZASHTI             FARZAD
                               ZIETER               JOHN
    REGION CODE    ADDRESS   : 60 JEWELL STREET
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94901
    MORTGAGE AMOUNT :   278,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,361.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.50000
    ----------------------------------------------------------------
0   0031638273     MORTGAGORS: LERNER               BRUCE
                               LERNER               RHONDA
    REGION CODE    ADDRESS   : 22 MARBLEHEAD DRIVE
        01         CITY      :    WEST WINDSOR TOWNSHIP
                   STATE/ZIP : NJ  08550
    MORTGAGE AMOUNT :   327,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,362.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,318.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031638653     MORTGAGORS: QUARVE               GARY
                               QUARVE               CAROLYN
    REGION CODE    ADDRESS   : 8 ATHENA TERRACE
        01         CITY      :    PORTSMOUTH
                   STATE/ZIP : RI  02871
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,808.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,868.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031639040     MORTGAGORS: O'BRIEN              JANET
                               O'BRIEN              MARTIN
    REGION CODE    ADDRESS   : 64 WESTCOTT ROAD
        01         CITY      :    PRINCETON
                   STATE/ZIP : NJ  08540
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,590.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 55.55500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,556,600.00
                               P & I AMT:     10,773.16  
                               UPB AMT:   1,555,277.55

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           70
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031639081     MORTGAGORS: TANG                 THOAI

    REGION CODE    ADDRESS   : 7730 EAST AUTRY DRIVE
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   419,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,305.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,008.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.98000
    ----------------------------------------------------------------
0   0031639669     MORTGAGORS: CARO                 VINCENT
                               FURIO                JOANNE
    REGION CODE    ADDRESS   : 17 INWOOD LANE EAST
        01         CITY      :    CORTLANDT
                   STATE/ZIP : NY  10566
    MORTGAGE AMOUNT :   292,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,282.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,045.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031641301     MORTGAGORS: WALTER               JEFFREY
                               WALTER               KATHERINE
    REGION CODE    ADDRESS   : 131 TAYLOR ROAD
        01         CITY      :    TIBURON
                   STATE/ZIP : CA  94920
    MORTGAGE AMOUNT :   550,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    549,581.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,798.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 44.00000
    ----------------------------------------------------------------
0   0031643364     MORTGAGORS: HAMLIN               GREGG
                               HAMLIN               KAREN
    REGION CODE    ADDRESS   : 22 KNOWLTON DRIVE
        01         CITY      :    ACTON
                   STATE/ZIP : MA  01720
    MORTGAGE AMOUNT :   369,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,289.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,428.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031643828     MORTGAGORS: KROLL                MARC
                               KROLL                KIM
    REGION CODE    ADDRESS   : 7330 HYANNIS DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91307
    MORTGAGE AMOUNT :   339,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,885.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,313.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,971,150.00
                               P & I AMT:     13,593.75  
                               UPB AMT:   1,969,344.69

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           71
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031643950     MORTGAGORS: BUCKLEY              ALAN
                               BUCKLEY              ELAINE
    REGION CODE    ADDRESS   : 101 HIXON ROAD
        01         CITY      :    READINGTON
                   STATE/ZIP : NJ  08870
    MORTGAGE AMOUNT :   341,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,390.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,390.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.99700
    ----------------------------------------------------------------
0   0031644057     MORTGAGORS: BEARSE               AMANDA

    REGION CODE    ADDRESS   : 732 PATTERSON PLACE
        01         CITY      :    PACIFIC PALISADES
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT : 1,046,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :  1,045,779.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     7,587.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   015
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031644735     MORTGAGORS: CANINO               MARK
                               CANINO               ANDREA
    REGION CODE    ADDRESS   : 210 W RITTENHOUSE SQ #1706
        01         CITY      :    PHILADELPHIA
                   STATE/ZIP : PA  19103
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,538.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 68.49300
    ----------------------------------------------------------------
0   0031645435     MORTGAGORS: MILLER               WILLIAM

    REGION CODE    ADDRESS   : 43 FISKE ROAD
        01         CITY      :    WELLESLEY
                   STATE/ZIP : MA  02181
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,622.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 52.08300
    ----------------------------------------------------------------
0   0031645674     MORTGAGORS: BLAKE                ALAN
                               BLAKE                PENDRYL
    REGION CODE    ADDRESS   : 2412 WESLEY AVENUE
        01         CITY      :    OCEAN CITY
                   STATE/ZIP : NJ  08226
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,753.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,406.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 62.96200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,603,400.00
                               P & I AMT:     18,546.01  
                               UPB AMT:   2,601,924.65

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           72
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031646060     MORTGAGORS: KOZOL                EDWARD

    REGION CODE    ADDRESS   : 9112 W 175TH ST
        01         CITY      :    TINLEY PARK
                   STATE/ZIP : IL  60477
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,814.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031646169     MORTGAGORS: WILSON               KEITH
                               WILSON               RYIVA
    REGION CODE    ADDRESS   : 2705 ROCKY TRAIL ROAD
        01         CITY      :    DIAMOND BAR
                   STATE/ZIP : CA  91765
    MORTGAGE AMOUNT :   955,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    954,255.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,514.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   015
    LTV :                 69.70800
    ----------------------------------------------------------------
0   0031646185     MORTGAGORS: HOOD                 J
                               HOOD                 ALEXIS
    REGION CODE    ADDRESS   : 25728 N-E 39TH WAY
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98053
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,411.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,564.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031646474     MORTGAGORS: CHAMBERLAIN          NEIL
                               CHAMBERLAIN          SHIRLEY
    REGION CODE    ADDRESS   : 10505 SOUTH MORADA DRIVE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   768,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    767,415.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,304.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   015
    LTV :                 64.00000
    ----------------------------------------------------------------
0   0031647589     MORTGAGORS: WEST                 DAVID
                               WEST                 SHARON
    REGION CODE    ADDRESS   : 4768 CANARY DRIVE
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,467.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,319.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,683,000.00
                               P & I AMT:     18,388.81  
                               UPB AMT:   2,680,364.48

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           73
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031649361     MORTGAGORS: ARMSTRONG            BENJAMIN

    REGION CODE    ADDRESS   : 1550 HAWTHORNE LANE
        01         CITY      :    HIGHLAND PARK
                   STATE/ZIP : IL  60035
    MORTGAGE AMOUNT : 1,100,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :  1,099,223.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     7,880.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   015
    LTV :                 68.75000
    ----------------------------------------------------------------
0   0031649577     MORTGAGORS: BOEHM                RICHARD
                               BOEHM                NANCY
    REGION CODE    ADDRESS   : 701 FRONT STREET
        01         CITY      :    LISLE
                   STATE/ZIP : IL  60532
    MORTGAGE AMOUNT :   461,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    460,657.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,223.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.95900
    ----------------------------------------------------------------
0   0031649791     MORTGAGORS: ORTIZ                CHRISTINE
                               ORTIZ                LAWRENCE
    REGION CODE    ADDRESS   : 20371 EAST CRESTLINE DRIVE
        01         CITY      :    WALNUT AREA
                   STATE/ZIP : CA  91789
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,804.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031649882     MORTGAGORS: PRINCE               KEVIN
                               PRINCE               MARY
    REGION CODE    ADDRESS   : 3082 LUVAN BLVD
        01         CITY      :    GEORGETOWN
                   STATE/ZIP : SC  29440
    MORTGAGE AMOUNT :   523,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    523,020.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,662.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.99800
    ----------------------------------------------------------------
0   0031650260     MORTGAGORS: VOLPE                MICHAEL

    REGION CODE    ADDRESS   : 19 WHISPERING WAY
        01         CITY      :    WARREN
                   STATE/ZIP : NJ  07059
    MORTGAGE AMOUNT :   570,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    569,555.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,888.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.03700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,898,800.00
                               P & I AMT:     20,298.69  
                               UPB AMT:   2,896,261.81

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           74
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031650948     MORTGAGORS: RAHM                 DAVID

    REGION CODE    ADDRESS   : 3601 BAYVIEW DRIVE
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   714,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    713,188.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,116.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   015
    LTV :                 58.30200
    ----------------------------------------------------------------
0   0031652126     MORTGAGORS: MCGINNIS             KEVIN
                               MCGINNIS             KAREN
    REGION CODE    ADDRESS   : 300 WESTOVER DRIVE
        01         CITY      :    MOORESTOWN
                   STATE/ZIP : NJ  08057
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,766.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031652571     MORTGAGORS: HINDUJA              NARESH
                               HINDUJA              DISHA
    REGION CODE    ADDRESS   : 1 MATTAWANG DRIVE
        01         CITY      :    FRANKLIN PARK
                   STATE/ZIP : NJ  08873
    MORTGAGE AMOUNT :   286,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,609.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,884.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 85.94400
    ----------------------------------------------------------------
0   0031653264     MORTGAGORS: DERDERIAN            MICHAEL
                               DERDERIAN            HEATHER
    REGION CODE    ADDRESS   : 63 THORNFIELD WAY
        01         CITY      :    SAUNDERSTOWN
                   STATE/ZIP : RI  02874
    MORTGAGE AMOUNT :   240,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,307.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,620.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 60.12500
    ----------------------------------------------------------------
0   0031653819     MORTGAGORS: DALE                 MARC
                               DALE                 VALORIE
    REGION CODE    ADDRESS   : 1724 THURSTON DRIVE
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   415,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    413,037.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,866.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 61.48100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,941,550.00
                               P & I AMT:     13,383.75  
                               UPB AMT:   1,937,909.23

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           75
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031653827     MORTGAGORS: ISLAMI               IRADJ
                               ISLAMI               FRIDA
    REGION CODE    ADDRESS   : 4411 ALONZO AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91316
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.00000
    ----------------------------------------------------------------
0   0031654643     MORTGAGORS: SQUASSI              PAUL
                               SQUASSI              EVA
    REGION CODE    ADDRESS   : 15 PENBROOK CT
        01         CITY      :    SHREWSBURY
                   STATE/ZIP : NJ  07702
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,944.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.02500
    ----------------------------------------------------------------
0   0031655012     MORTGAGORS: PENNIAL              DAVID
                               PENNIAL              JANE
    REGION CODE    ADDRESS   : 857 VALLEY CREST STREET
        01         CITY      :    LA CANADA FLINTRIDGE
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   860,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    858,654.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,866.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   015
    LTV :                 66.15300
    ----------------------------------------------------------------
0   0031655277     MORTGAGORS: PALUMBO              FRANK

    REGION CODE    ADDRESS   : 3 INDIAN HILL (FKA 620 CALEDONIA RD
        01         CITY      :    DIX HILLS
                   STATE/ZIP : NY  11746
    MORTGAGE AMOUNT :   367,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,727.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,566.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.72600
    ----------------------------------------------------------------
0   0031655442     MORTGAGORS: KWON                 O.
                               KWON                 MYUNG
    REGION CODE    ADDRESS   : 5035 OCEANVIEW BOULEVARD
        01         CITY      :    LA CANADA-FLINTRIDGE
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,741.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,968.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,049,000.00
                               P & I AMT:     14,085.97  
                               UPB AMT:   2,045,122.80

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           76
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031655707     MORTGAGORS: MCLAMB               RITCHIE
                               MCLAMB               JANET
    REGION CODE    ADDRESS   : 1508 MIDHURST COURT
        01         CITY      :    RALEIGH
                   STATE/ZIP : NC  27614
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,589.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,787.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 92.25300
    ----------------------------------------------------------------
0   0031655871     MORTGAGORS: VIENNA               RICHARD

    REGION CODE    ADDRESS   : 9627 ALCOSTA BOULEVARD
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   270,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,299.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.40500
    ----------------------------------------------------------------
0   0031655905     MORTGAGORS: LOSER                JEFFREY
                               LOSER                LOIS
    REGION CODE    ADDRESS   : 2558 DAVIDSONVILLE ROAD
        01         CITY      :    GAMBRILLS
                   STATE/ZIP : MD  21054
    MORTGAGE AMOUNT :   351,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,202.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,545.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031656069     MORTGAGORS: NOTARO               PAT
                               NOTARO               STELLA
    REGION CODE    ADDRESS   : 3574 LANGE RANCH PARKWAY
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   375,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,949.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,528.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.99800
    ----------------------------------------------------------------
0   0031656788     MORTGAGORS: SERINO               BRIAN

    REGION CODE    ADDRESS   : 5 DRUMMOND COURT
        01         CITY      :    DANVERS
                   STATE/ZIP : MA  01923
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,784.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,819.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,528,750.00
                               P & I AMT:     10,570.86  
                               UPB AMT:   1,526,826.05

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           77
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031656879     MORTGAGORS: FORGUES              JORGE
                               THOMAE-FORGUES       MARIA
    REGION CODE    ADDRESS   : 43756 MC COLLOUGH COURT
        01         CITY      :    ASHBURN
                   STATE/ZIP : VA  20147
    MORTGAGE AMOUNT :   307,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,591.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,022.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0031656945     MORTGAGORS: TURLEY               JONATHAN
                               TURLEY               LESLIE
    REGION CODE    ADDRESS   : 720 SOUTH OVERLOOK DRIVE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : PA  22305
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,783.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,968.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.02700
    ----------------------------------------------------------------
0   0031657109     MORTGAGORS: NAVARRO              CARL
                               NAVARRO              THERESA
    REGION CODE    ADDRESS   : 25820 CLEAR SPRINGS COURT
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.51500
    ----------------------------------------------------------------
0   0031657182     MORTGAGORS: HERZLINGER           DAVID
                               SPUDICK              JEANNE
    REGION CODE    ADDRESS   : 1 SEAHAVEN
        01         CITY      :    NEWPORT COAST
                   STATE/ZIP : CA  92657
    MORTGAGE AMOUNT :   711,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    710,985.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,035.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   015
    LTV :                 38.45900
    ----------------------------------------------------------------
0   0031657463     MORTGAGORS: MILLER               MICHAEL
                               MILLER               SUSAN
    REGION CODE    ADDRESS   : 1355 IDYLBERRY ROAD
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94903
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,733.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,417.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,954,350.00
                               P & I AMT:     13,440.02  
                               UPB AMT:   1,953,093.20

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           78
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031657737     MORTGAGORS: JACKSON              WILLIE
                               JACKSON              MARCIA
    REGION CODE    ADDRESS   : 3432 CAMINO CORTE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   416,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    416,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,873.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031657836     MORTGAGORS: DAVIS                MARK
                               DAVIS                MICHELE
    REGION CODE    ADDRESS   : 21 GRANDBRIAR
        01         CITY      :    ALISO VIEJO
                   STATE/ZIP : CA  92656
    MORTGAGE AMOUNT :   265,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,392.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,811.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031657992     MORTGAGORS: KANNEY               JOHN
                               KANNEY               PATTI
    REGION CODE    ADDRESS   : 160 HUNTINGTON PLACE
        01         CITY      :    WAYNESBORO
                   STATE/ZIP : VA  22980
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,777.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,016.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031658065     MORTGAGORS: LEONARD              ANDREW
                               LEONARD              MILDRED
    REGION CODE    ADDRESS   : 13929 CLARENDON POINTE
        01         CITY      :    HUNTERSVILLE
                   STATE/ZIP : NC  28078
    MORTGAGE AMOUNT :   270,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,199.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,890.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031658768     MORTGAGORS: LAYTON               GRANT
                               LAYTON               EILEEN
    REGION CODE    ADDRESS   : 3448 CAMINO ALEGRE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   332,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,029.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,382.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.56800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,576,500.00
                               P & I AMT:     10,974.62  
                               UPB AMT:   1,575,399.04

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           79
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031658818     MORTGAGORS: SHINAGAWA            ROBERT
                               SHINAGAWA            EMILY
    REGION CODE    ADDRESS   : 7969 PASEO ESMERADO
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   537,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    537,087.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,624.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.99700
    ----------------------------------------------------------------
0   0031659048     MORTGAGORS: MCMAHON              MICHAEL
                               MCMAHON              LINDA
    REGION CODE    ADDRESS   : 211 DAVIS HILL ROAD
        01         CITY      :    WESTON
                   STATE/ZIP : CT  06883
    MORTGAGE AMOUNT :   550,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    550,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,751.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 58.51000
    ----------------------------------------------------------------
0   0031659345     MORTGAGORS: PAPPALARDO           DAN

    REGION CODE    ADDRESS   : 1327 MALTMAN AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90026
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,804.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031660020     MORTGAGORS: SWINNEY              ROGER
                               SWINNEY              CHRISTINE
    REGION CODE    ADDRESS   : 7735 SOUTH BISCAY STREET
        01         CITY      :    AURORA
                   STATE/ZIP : CO  80016
    MORTGAGE AMOUNT :   405,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,375.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,733.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 72.44600
    ----------------------------------------------------------------
0   0031660665     MORTGAGORS: BERECK               BRIAN
                               BERECK               KATHLEEN
    REGION CODE    ADDRESS   : 54 FRANKLIN STREET
        01         CITY      :    NORTHPORT
                   STATE/ZIP : NY  11768
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,781.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,055.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,031,650.00
                               P & I AMT:     13,809.09  
                               UPB AMT:   2,030,049.30

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           80
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031661275     MORTGAGORS: WILKERSON            CHRISTOPHER
                               WILKERSON            MITZY
    REGION CODE    ADDRESS   : 1080 VIA CORDOVA
        01         CITY      :    SAN PEDRO AREA
                   STATE/ZIP : CA  90732
    MORTGAGE AMOUNT :   333,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    333,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,276.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031661440     MORTGAGORS: GUMP                 JAMIESON
                               GUMP                 CHERYL
    REGION CODE    ADDRESS   : 21514 GOLDEN AUTUMN PLACE
        01         CITY      :    ASHBURN
                   STATE/ZIP : VA  20148
    MORTGAGE AMOUNT :   256,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,589.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031661507     MORTGAGORS: BETT                 CHRISTOPHER
                               BETT                 CLAIRE
    REGION CODE    ADDRESS   : 92 CLINTON STREET
        01         CITY      :    HOPKINTON
                   STATE/ZIP : MA  01748
    MORTGAGE AMOUNT :   230,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    229,578.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,835.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/18
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.71700
    ----------------------------------------------------------------
0   0031661556     MORTGAGORS: GOLD                 KENNETH
                               GOLD                 SHEILA
    REGION CODE    ADDRESS   : 4641 TRILLIUM TRAIL
        01         CITY      :    ALLISON PARK
                   STATE/ZIP : PA  15101
    MORTGAGE AMOUNT :   258,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,404.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,787.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.62500
    ----------------------------------------------------------------
0   0031661606     MORTGAGORS: MEANLEY              WILLIAM
                               MEANLEY              PATRICIA
    REGION CODE    ADDRESS   : 1610 LOS ALTOS ROAD
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92109
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    479,616.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,233.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,559,350.00
                               P & I AMT:     10,841.90  
                               UPB AMT:   1,557,938.80

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           81
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031661671     MORTGAGORS: YASS                 DAVID
                               YASS                 KARA
    REGION CODE    ADDRESS   : 32 WARNOCK DRIVE
        01         CITY      :    WESTPORT
                   STATE/ZIP : CT  06880
    MORTGAGE AMOUNT :   415,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    414,676.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,831.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.16600
    ----------------------------------------------------------------
0   0031661713     MORTGAGORS: SMITH                DAVID
                               SMITH                DONNA
    REGION CODE    ADDRESS   : 8 VOSE LANE
        01         CITY      :    WALPOLE
                   STATE/ZIP : MA  02081
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,609.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 77.77700
    ----------------------------------------------------------------
0   0031661770     MORTGAGORS: BOULDIN              PHILIP
                               BOULDIN              ELIZABETH
    REGION CODE    ADDRESS   : 84 BRENTWOOD CIRCLE
        01         CITY      :    NORTH ANDOVER
                   STATE/ZIP : MA  01845
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.44400
    ----------------------------------------------------------------
0   0031661861     MORTGAGORS: MACLEAN              ALEXANDER

    REGION CODE    ADDRESS   : 53 WINTER STREET
        01         CITY      :    LINCOLN
                   STATE/ZIP : MA  01773
    MORTGAGE AMOUNT :   258,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,788.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.38400
    ----------------------------------------------------------------
0   0031661986     MORTGAGORS: ASAY                 MARK
                               ASAY                 KRISTIN
    REGION CODE    ADDRESS   : 1409 WILDROSE DRIVE
        01         CITY      :    LONGMONT
                   STATE/ZIP : CO  80503
    MORTGAGE AMOUNT :   254,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,460.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,760.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 86.98842
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,459,750.00
                               P & I AMT:      9,964.20  
                               UPB AMT:   1,459,037.22

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           82
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031662109     MORTGAGORS: FEINGOLD             BRIAN
                               FEINFOLD             KAREN
    REGION CODE    ADDRESS   : 66 DIANA'S TRAIL
        01         CITY      :    ROSLYN
                   STATE/ZIP : NY  11576
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,687.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.11700
    ----------------------------------------------------------------
0   0031662117     MORTGAGORS: MATIAS               CONNIE
                               LUNDE                CRAIG
    REGION CODE    ADDRESS   : 4263 257TH PLACE SOUTHEAST
        01         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98029
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,803.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031662257     MORTGAGORS: BURNES               GORDON
                               TAPSON               SUZANNE
    REGION CODE    ADDRESS   : 72 PINCKNEY STREET UNIT #4
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02114
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    425,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,935.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.71400
    ----------------------------------------------------------------
0   0031662307     MORTGAGORS: TARCZANIN            DONALD
                               TARCZANIN            SUSAN
    REGION CODE    ADDRESS   : 126 OLD MILL ROAD
        01         CITY      :    AVON
                   STATE/ZIP : CT  06001
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,387.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.12500
    ----------------------------------------------------------------
0   0031662372     MORTGAGORS: WARNER               ANDREW
                               WARNER               ANN
    REGION CODE    ADDRESS   : 101 HARTWELL ROAD
        01         CITY      :    CARLISLE
                   STATE/ZIP : MA  01741
    MORTGAGE AMOUNT :   460,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    459,641.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,138.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.60000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,887,000.00
                               P & I AMT:     12,908.80  
                               UPB AMT:   1,886,132.53

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           83
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031662398     MORTGAGORS: NEEB                 MARK

    REGION CODE    ADDRESS   : 5006 WEATHERHILL ROAD SW
        01         CITY      :    ROCHESTER
                   STATE/ZIP : MN  55902
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,756.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,210.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031662406     MORTGAGORS: CUTLIFF              CHRIS

    REGION CODE    ADDRESS   : 3223 VIA SOLANA
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92029
    MORTGAGE AMOUNT :   323,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    322,618.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,259.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031662422     MORTGAGORS: CLAGUE               LAWRENCE
                               CLAGUE               LAURA
    REGION CODE    ADDRESS   : 370 PARK RANCH GLEN
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92025
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,371.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.40000
    ----------------------------------------------------------------
0   0031662497     MORTGAGORS: MONTMINY             THOMAS
                               MONTMINY             THERESA
    REGION CODE    ADDRESS   : 28 INDEPENDENCE DRIVE
        01         CITY      :    WALPOLE
                   STATE/ZIP : MA  02081
    MORTGAGE AMOUNT :   394,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,687.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.04700
    ----------------------------------------------------------------
0   0031662885     MORTGAGORS: MANUS                DEBORAH
                               MANUS                PETER
    REGION CODE    ADDRESS   : 9 FELSDALE CLOSE
        01         CITY      :    WINCHESTER
                   STATE/ZIP : MA  01890
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,377.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,729,100.00
                               P & I AMT:     11,905.92  
                               UPB AMT:   1,728,375.45

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           84
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031663636     MORTGAGORS: THOMASMA             REIN
                               FERREIRA             ANDRIANA
    REGION CODE    ADDRESS   : 431 2ND STREET
        01         CITY      :    HERMOSA BEACH
                   STATE/ZIP : CA  90254
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,804.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.44400
    ----------------------------------------------------------------
0   0031663644     MORTGAGORS: CAPLAN               MARSHALL
                               CAPLAN               LESLIE
    REGION CODE    ADDRESS   : 2802 RINGE LANE #A
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,700.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,257.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031663792     MORTGAGORS: LIBENSON             MARK
                               MUTO                 LISA
    REGION CODE    ADDRESS   : 62 STANDISH ROAD
        01         CITY      :    WELLESLEY
                   STATE/ZIP : MA  02181
    MORTGAGE AMOUNT :   382,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    382,208.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,641.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031664113     MORTGAGORS: BERUBE               BRIAN
                               WOLFF                SUSAN
    REGION CODE    ADDRESS   : 7 OLD FARM ROAD
        01         CITY      :    DOVER
                   STATE/ZIP : MA  02030
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,905.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 50.43400
    ----------------------------------------------------------------
0   0031664295     MORTGAGORS: KENNEDY              BARBARA
                               KENNEDY              TERRENCE
    REGION CODE    ADDRESS   : 14 WRIGHT FARM ROAD
        01         CITY      :    CONCORD
                   STATE/ZIP : MA  01742
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,496.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 74.50900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,650,500.00
                               P & I AMT:     11,005.83  
                               UPB AMT:   1,649,714.30

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           85
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031664519     MORTGAGORS: VISPERAS             VICTOR
                               VISPERAS             JENNIFER
    REGION CODE    ADDRESS   : 182  WOODBOROUGH WAY
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   362,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    362,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,441.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0031664634     MORTGAGORS: BILLINGSLEY          KEVIN
                               CHA                  CHRISTINE
    REGION CODE    ADDRESS   : 1824 FEDERAL AVENUE EAST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98102
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,687.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031665193     MORTGAGORS: FREEDMAN             MICHAEL
                               FREEDMAN             CHERYL
    REGION CODE    ADDRESS   : 7 CEDAR DRIVE
        01         CITY      :    TUXEDO
                   STATE/ZIP : NY  10987
    MORTGAGE AMOUNT :   354,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    353,737.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,475.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 87.08500
    ----------------------------------------------------------------
0   0031665417     MORTGAGORS: BOUGHRUM             RICHARD
                               BOUGHRUM             ALISON
    REGION CODE    ADDRESS   : 28 OLD TOM NEVERS ROAD
        01         CITY      :    NANTUCKET
                   STATE/ZIP : MA  02554
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,530.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 62.50000
    ----------------------------------------------------------------
0   0031665482     MORTGAGORS: SHACKELFORD          DOUGLAS
                               SHACKELFORD          MARY
    REGION CODE    ADDRESS   : 5312 43RD STREET N.W.
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20015
    MORTGAGE AMOUNT :   394,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,492.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,693.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,811,200.00
                               P & I AMT:     12,385.25  
                               UPB AMT:   1,809,847.79

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           86
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031665516     MORTGAGORS: SUTHERLAND           DEAN
                               GOLDBERG             BEVERLY
    REGION CODE    ADDRESS   : 4 REDWOOD CIRCLE
        01         CITY      :    BOXFORD
                   STATE/ZIP : MA  01921
    MORTGAGE AMOUNT :   295,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,137.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,016.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 92.37500
    ----------------------------------------------------------------
0   0031665565     MORTGAGORS: TESORIERO            E
                               REINGOLD             MICHAEL
    REGION CODE    ADDRESS   : 11 DURHAM ST #4
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02115
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,802.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 59.31800
    ----------------------------------------------------------------
0   0031665961     MORTGAGORS: GRANAGHAN            THOMAS
                               GRANAGHAN            PATRICIA
    REGION CODE    ADDRESS   : 54 MATTAWANG DRIVE
        01         CITY      :    SOMERSET
                   STATE/ZIP : NJ  08873
    MORTGAGE AMOUNT :   272,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,987.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.26500
    ----------------------------------------------------------------
0   0031665979     MORTGAGORS: BURKART              RANDOLPH
                               BURKART              PAMELA
    REGION CODE    ADDRESS   : 45 VAIL TERRACE
        01         CITY      :    BRANCHBURG TWP
                   STATE/ZIP : NJ  08876
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,572.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,933.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031666019     MORTGAGORS: BOONE                MARK
                               BOONE                FRANCESCA
    REGION CODE    ADDRESS   : 28 PARKVIEW ROAD
        01         CITY      :    CRANBURY
                   STATE/ZIP : NJ  08512
    MORTGAGE AMOUNT :   324,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,316.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,271.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,433,600.00
                               P & I AMT:      9,881.02  
                               UPB AMT:   1,432,014.01

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           87
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031666100     MORTGAGORS: NITTING              FREDERICK
                               NITTING              MICHELLE
    REGION CODE    ADDRESS   : 23 SANDY HILL ROAD
        01         CITY      :    CHATHAM
                   STATE/ZIP : NJ  07928
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,737.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 73.41100
    ----------------------------------------------------------------
0   0031666290     MORTGAGORS: NICOLETTI            SUSAN
                               NICOLETTI            CARMINE
    REGION CODE    ADDRESS   : 20 CARLTON ROAD
        01         CITY      :    GREAT NECK
                   STATE/ZIP : NY  11021
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,612.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,918.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 70.86600
    ----------------------------------------------------------------
0   0031666340     MORTGAGORS: EVERETT              WILLIAM
                               EVERETT              ROSE MARY
    REGION CODE    ADDRESS   : 260 SILVER ROAD
        01         CITY      :    EASTON
                   STATE/ZIP : CT  06612
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,732.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,517.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031666514     MORTGAGORS: PEEPLES              VIRENIA

    REGION CODE    ADDRESS   : 28310 FOOTHILL DRIVE
        01         CITY      :    AGOURA HILLS
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   435,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    435,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,004.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.37900
    ----------------------------------------------------------------
0   0031666761     MORTGAGORS: GASH                 JOHN
                               GASH                 LISA
    REGION CODE    ADDRESS   : 3353 EDINBURGH DRIVE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   415,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    414,834.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,867.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,972,150.00
                               P & I AMT:     13,357.26  
                               UPB AMT:   1,970,917.37

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           88
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031666795     MORTGAGORS: YRIARTE              KEVIN
                               YRIARTE              GEANENE
    REGION CODE    ADDRESS   : 20694 EAST RANCHO SAN JOSE
        01         CITY      :    COVINA
                   STATE/ZIP : CA  91724
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,828.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031667066     MORTGAGORS: PIVEC                MARY
                               PIVEC                HOWARD
    REGION CODE    ADDRESS   : 1050 STONINGTON DRIVE
        01         CITY      :    ARNOLD
                   STATE/ZIP : MD  21012
    MORTGAGE AMOUNT :   367,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,453.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,566.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.89700
    ----------------------------------------------------------------
0   0031667629     MORTGAGORS: ILARRAZA             JOSE
                               ILARRAZA             CARMEN
    REGION CODE    ADDRESS   : 216 WOODCLIFF BLVD
        01         CITY      :    MORGANVILLE
                   STATE/ZIP : NJ  07751
    MORTGAGE AMOUNT :   227,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,572.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.11400
    ----------------------------------------------------------------
0   0031667678     MORTGAGORS: SARABI               RON

    REGION CODE    ADDRESS   : 16532 GRIMAND LANE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92649
    MORTGAGE AMOUNT :   748,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    748,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,230.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   015
    LTV :                 55.40700
    ----------------------------------------------------------------
0   0031667686     MORTGAGORS: LOPINTO              ROSARIO
                               LOPINTO              MARIA
    REGION CODE    ADDRESS   : 11 NORWOOD COURT
        01         CITY      :    MORRIS TOWNSHIP
                   STATE/ZIP : NJ  07960
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,777.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,944.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.67400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,895,700.00
                               P & I AMT:     13,141.35  
                               UPB AMT:   1,894,931.24

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           89
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031668452     MORTGAGORS: MEYERSON             MATTHEW
                               MEYERSON             SANDRA
    REGION CODE    ADDRESS   : 307 INDEPENDENCE ROAD
        01         CITY      :    CONCORD
                   STATE/ZIP : MA  01742
    MORTGAGE AMOUNT :   439,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,069.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 50.08500
    ----------------------------------------------------------------
0   0031668759     MORTGAGORS: KEANE                STEVEN
                               KEANE                BROOKE
    REGION CODE    ADDRESS   : 13 QUINTREE LANE
        01         CITY      :    MELVILLE
                   STATE/ZIP : NY  11747
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,019.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031668791     MORTGAGORS: WALSH                MICHAEL
                               WALSH                CYNTHIA
    REGION CODE    ADDRESS   : 98 FIELDSTONE ROAD
        01         CITY      :    STAMFORD
                   STATE/ZIP : CT  06902
    MORTGAGE AMOUNT :   326,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,712.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,087.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031668866     MORTGAGORS: DAY                  TIMOTHY
                               SENTNER-DAY          NANCY
    REGION CODE    ADDRESS   : 45 VAN HOUTEN FIELDS
        01         CITY      :    WEST NYACK
                   STATE/ZIP : NY  10994
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,784.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,621.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 64.10200
    ----------------------------------------------------------------
0   0031668890     MORTGAGORS: KAUFMAN              ANDREW
                               KAUFMAN              KELLY
    REGION CODE    ADDRESS   : 42 SLOCUM CRESCENT
        01         CITY      :    FOREST HILLS
                   STATE/ZIP : NY  11375
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,635,000.00
                               P & I AMT:     11,035.49  
                               UPB AMT:   1,634,497.13

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           90
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031668908     MORTGAGORS: LINDER               BARBARA
                               LINDER               JEFFREY
    REGION CODE    ADDRESS   : 86 ONDERDONK AVENUE
        01         CITY      :    MANHATTAN
                   STATE/ZIP : NY  11030
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,771.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,072.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.42200
    ----------------------------------------------------------------
0   0031668973     MORTGAGORS: REN                  ROSANNE

    REGION CODE    ADDRESS   : 1326 2ND STREET,
        01         CITY      :    MANHATTAN BEACH,
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   335,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,925.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,230.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031669013     MORTGAGORS: CHUN                 LAURENCE
                               CHUN                 TALIN
    REGION CODE    ADDRESS   : 2313 HUNTINGTON LANE NO.A
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   268,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,995.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,852.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031669930     MORTGAGORS: BLAKE                THOMAS
                               BLAKE                JACQUIE
    REGION CODE    ADDRESS   : 2563 PEPPERDALE DRIVE
        01         CITY      :    ROWLAND HEIGHTS
                   STATE/ZIP : CA  91748
    MORTGAGE AMOUNT :   251,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,208.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,736.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.18100
    ----------------------------------------------------------------
0   0031670714     MORTGAGORS: DEVEREUX             JOHN
                               DEVEREUX             ROBIN
    REGION CODE    ADDRESS   : 194 PINE STREET
        01         CITY      :    MEDFIELD
                   STATE/ZIP : MA  02052
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    450,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,031.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 64.28500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,604,800.00
                               P & I AMT:     10,922.63  
                               UPB AMT:   1,603,901.56

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           91
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031670789     MORTGAGORS: WALKER               BRUCE
                               CORT                 ALICE
    REGION CODE    ADDRESS   : 85 COLUMBINE ROAD
        01         CITY      :    MILTON
                   STATE/ZIP : MA  02186
    MORTGAGE AMOUNT :   544,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    544,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,711.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031670961     MORTGAGORS: WILSEY               WALTER

    REGION CODE    ADDRESS   : 7700 ISLAND CREEK COURT
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22315
    MORTGAGE AMOUNT :   260,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,646.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,779.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.86500
    ----------------------------------------------------------------
0   0031670995     MORTGAGORS: BAIME                DAVID
                               BAIME                STACY
    REGION CODE    ADDRESS   : 17 LORFFLER LANE
        01         CITY      :    MEDFIELD
                   STATE/ZIP : MA  02052
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,899.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 53.92100
    ----------------------------------------------------------------
0   0031671027     MORTGAGORS: LIAZOS               ANDREW
                               LIAZOS               MARGARET
    REGION CODE    ADDRESS   : 34 LONG DRIVE
        01         CITY      :    WESTBORO
                   STATE/ZIP : MA  01581
    MORTGAGE AMOUNT :   335,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,637.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,291.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0031671092     MORTGAGORS: WIDAWSKI             THOMAS
                               BILLITTERI-WIDAWSKI  TERESAMARIA
    REGION CODE    ADDRESS   : 5460 N. 115TH STREET
        01         CITY      :    LONGMONT
                   STATE/ZIP : CO  80501
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,754.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,715,750.00
                               P & I AMT:     11,677.21  
                               UPB AMT:   1,715,038.56

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           92
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031671167     MORTGAGORS: HAMED                JOSEPH
                               HAMED                JENNIFER
    REGION CODE    ADDRESS   : 2100 FOX TRAIL COURT
        01         CITY      :    REISTERSTOWN
                   STATE/ZIP : MD  21136
    MORTGAGE AMOUNT :   302,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,669.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,092.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.97500
    ----------------------------------------------------------------
0   0031671217     MORTGAGORS: LOWRY                WILLIAM
                               LOWRY                ELAINE
    REGION CODE    ADDRESS   : 22 AUTUMN COURT
        01         CITY      :    UPPER SADDLE RIVER
                   STATE/ZIP : NJ  07458
    MORTGAGE AMOUNT :   647,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    646,592.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,197.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 68.12100
    ----------------------------------------------------------------
0   0031671258     MORTGAGORS: DEMONT               MARK

    REGION CODE    ADDRESS   : 101 WACHUSETT ROAD
        01         CITY      :    NEEDHAM
                   STATE/ZIP : MA  02194
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.84600
    ----------------------------------------------------------------
0   0031671498     MORTGAGORS: FRANZBLAU            HOWARD
                               FRANZBLAU            SUZANNE
    REGION CODE    ADDRESS   : 8 RUSTIC DRIVE
        01         CITY      :    PENNINGTON
                   STATE/ZIP : NJ  08534
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    600,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,093.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.44444
    ----------------------------------------------------------------
0   0031671548     MORTGAGORS: CALDWELL             JOHN
                               CALDWELL             EILEEN
    REGION CODE    ADDRESS   : 1 VIA DI NOLA
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,772.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,229.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 56.25000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,157,050.00
                               P & I AMT:     14,678.84  
                               UPB AMT:   2,156,034.33

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           93
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031671688     MORTGAGORS: COCKRUM              CHRISTOPHER
                               MARASA               BRENDA
    REGION CODE    ADDRESS   : 260 SYCAMORE RIDGE STREET
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,779.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,151.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031672041     MORTGAGORS: HAMEL                PETER
                               HAMEL                JAYNE
    REGION CODE    ADDRESS   : 8 BRIDLE PATH
        01         CITY      :    WAYLAND
                   STATE/ZIP : MA  01778
    MORTGAGE AMOUNT :   592,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    592,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,142.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.13500
    ----------------------------------------------------------------
0   0031672223     MORTGAGORS: HALVORSON            MICHAEL
                               HALVORSON            DIANA
    REGION CODE    ADDRESS   : 25115 SE 133RD WAY
        01         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98027
    MORTGAGE AMOUNT :   355,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,222.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,425.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031672264     MORTGAGORS: HOLT                 NICHOLAS
                               HOLT                 ANNE
    REGION CODE    ADDRESS   : 1039-36TH AVENUE EAST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98112
    MORTGAGE AMOUNT :   460,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    459,667.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,255.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 46.00000
    ----------------------------------------------------------------
0   0031672322     MORTGAGORS: BEVILACQUA           PAUL
                               BEVILACQUA           GINA
    REGION CODE    ADDRESS   : 833 CORDILLERAS AVENUE
        01         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    MORTGAGE AMOUNT :   258,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,303.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,785.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 49.90300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,970,400.00
                               P & I AMT:     13,760.23  
                               UPB AMT:   1,969,373.02

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           94
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031672629     MORTGAGORS: ARNOLD               STEPHEN
                               ARNOLD               LORIE
    REGION CODE    ADDRESS   : 12610 ARENA COURT
        01         CITY      :    RANCHO CUCAMONGA
                   STATE/ZIP : CA  91739
    MORTGAGE AMOUNT :   321,515.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,024.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,220.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.99900
    ----------------------------------------------------------------
0   0031673072     MORTGAGORS: BERO                 CYNTHIA
                               FARRELL              SHAWN
    REGION CODE    ADDRESS   : 53 MILLBROOK ROAD
        01         CITY      :    MEDFIELD
                   STATE/ZIP : MA  02052
    MORTGAGE AMOUNT :   253,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,107.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,749.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.54600
    ----------------------------------------------------------------
0   0031673783     MORTGAGORS: CARBINE              KEITH
                               BLOOMGREN            MICHELE
    REGION CODE    ADDRESS   : 4249 PEACH SLOPE RD
        01         CITY      :    MOORPARK
                   STATE/ZIP : CA  93021
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,800.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031674039     MORTGAGORS: KARLESSES            GEORGE
                               KARLESSES            KATHLEENE
    REGION CODE    ADDRESS   : 1202 BRECKENRIDGE COURT
        01         CITY      :    RIVA
                   STATE/ZIP : MD  21140
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,824.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,776.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031674229     MORTGAGORS: JORDAN               KENNETH
                               JORDAN               GEORGINA
    REGION CODE    ADDRESS   : 1125 PAULLUS DRIVE
        01         CITY      :    HOLLISTER
                   STATE/ZIP : CA  95023
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    431,372.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,057.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,518,815.00
                               P & I AMT:     10,605.44  
                               UPB AMT:   1,517,329.08

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           95
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031674278     MORTGAGORS: BEAUBIEN             RONALD
                               BEAUBIEN             VICKI
    REGION CODE    ADDRESS   : 732 MARGARITA AVENUE
        01         CITY      :    CORONADO
                   STATE/ZIP : CA  92118
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,505.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,489.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 46.42800
    ----------------------------------------------------------------
0   0031674658     MORTGAGORS: STEBBINS             WILLIAM

    REGION CODE    ADDRESS   : 5627 GLENSTONE WAY
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92121
    MORTGAGE AMOUNT :   254,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,315.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,801.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.71400
    ----------------------------------------------------------------
0   0031674674     MORTGAGORS: ELLIOTT              GARY
                               ELLIOTT              LISA
    REGION CODE    ADDRESS   : 10 CARDINAL LANE
        01         CITY      :    WESTPORT
                   STATE/ZIP : CT  06880
    MORTGAGE AMOUNT :   505,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    505,095.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,405.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.72400
    ----------------------------------------------------------------
0   0031674963     MORTGAGORS: NAVA                 MARY
                               NAVA                 FRANCISCO
    REGION CODE    ADDRESS   : 4101 BECKLEY COURT
        01         CITY      :    COLLEYVILLE
                   STATE/ZIP : TX  76034
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,813.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,516.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
0   0031675218     MORTGAGORS: SCHRUBEN             THOMAS
                               SCHRUBEN             ANN
    REGION CODE    ADDRESS   : 15 WIEUCA TRACE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30342
    MORTGAGE AMOUNT :   368,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,719.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,541.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,006,000.00
                               P & I AMT:     13,754.96  
                               UPB AMT:   2,004,450.05

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           96
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031675887     MORTGAGORS: RICHARDSON           ROBERT
                               RICHARDSON           GAIL
    REGION CODE    ADDRESS   : 606 PORTLEDGE DRIVE
        01         CITY      :    RADNOR
                   STATE/ZIP : PA  19010
    MORTGAGE AMOUNT :   566,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    566,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,813.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.53400
    ----------------------------------------------------------------
0   0031676489     MORTGAGORS: FELLOWS              DANIEL
                               FELLOWS              KATHERINE
    REGION CODE    ADDRESS   : 3012 MECHUM BANKS DRIVE
        01         CITY      :    CHARLOTTESVILLE
                   STATE/ZIP : VA  22901
    MORTGAGE AMOUNT :   378,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    377,997.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,548.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.99000
    ----------------------------------------------------------------
0   0031676760     MORTGAGORS: GOULD                JEFFREY
                               GOULD                CHRISTINE
    REGION CODE    ADDRESS   : 7 PRAIRIE DUNES COURT
        01         CITY      :    SKILLMAN
                   STATE/ZIP : NJ  08558
    MORTGAGE AMOUNT :   439,879.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,879.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,075.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------
0   0031677032     MORTGAGORS: PUGA                 KATHLEEN

    REGION CODE    ADDRESS   : 6669 COWBOY STREET
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93063
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,749.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031677099     MORTGAGORS: PISKIN               SCOTT
                               PISKIN               MICHELE
    REGION CODE    ADDRESS   : 90 WEDGEMERE ROAD
        01         CITY      :    STAMFORD
                   STATE/ZIP : CT  06905
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,696.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,560.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,020,679.00
                               P & I AMT:     13,747.54  
                               UPB AMT:   2,020,072.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           97
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031677750     MORTGAGORS: BOWEN                JAMES
                               BOWEN                LORI
    REGION CODE    ADDRESS   : 625 EAST JUNIPER LANE
        01         CITY      :    MEQUON
                   STATE/ZIP : WI  53092
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,760.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 41.44700
    ----------------------------------------------------------------
0   0031677883     MORTGAGORS: WISENTANER           RICHARD
                               WISENTANER           JACALYN
    REGION CODE    ADDRESS   : 325 WOODWARD STREET
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02468
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,762.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
0   0031678394     MORTGAGORS: MARTIN               REED
                               MARTIN               JANE
    REGION CODE    ADDRESS   : 1149 MANOR DRIVE
        01         CITY      :    SONOMA
                   STATE/ZIP : CA  95476
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,676.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,721.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031678485     MORTGAGORS: QUINTON              JOHN
                               QUINTON              LESLIE
    REGION CODE    ADDRESS   : 33451 DOSINIA DRIVE
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,520.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 63.47800
    ----------------------------------------------------------------
0   0031678626     MORTGAGORS: FREEDMAN             MARK
                               FREEDMAN             PHYLLIS
    REGION CODE    ADDRESS   : 3 WHISTLER WAY
        01         CITY      :    MARLBORO TWP
                   STATE/ZIP : NJ  07746
    MORTGAGE AMOUNT :   300,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,050.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 57.15200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,784,050.00
                               P & I AMT:     12,228.01  
                               UPB AMT:   1,783,487.23

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           98
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031678741     MORTGAGORS: SUTER                KENNETH
                               SUTER                NICOLE
    REGION CODE    ADDRESS   : 8 FARM BROOK COURT
        01         CITY      :    PERRY HALL
                   STATE/ZIP : MD  21128
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,762.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 88.88800
    ----------------------------------------------------------------
0   0031679509     MORTGAGORS: KENNEY               JOSEPH
                               KENNEY               DARRAH
    REGION CODE    ADDRESS   : 33 WARD AVENUE
        01         CITY      :    RUMSON
                   STATE/ZIP : NJ  07760
    MORTGAGE AMOUNT :   470,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    470,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,206.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031679533     MORTGAGORS: TROUTMAN             GARY
                               TROUTMAN             JACQUELINE
    REGION CODE    ADDRESS   : 4 SAINT KITTS WAY
        01         CITY      :    CORONADO
                   STATE/ZIP : CA  92118
    MORTGAGE AMOUNT :   313,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,329.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,034.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031679772     MORTGAGORS: MARCUS               JEFFREY
                               BARRETT              TERRI
    REGION CODE    ADDRESS   : 901 BLUE SPRING DRIVE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,740.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,189.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 71.03800
    ----------------------------------------------------------------
0   0031679905     MORTGAGORS: FEHRING-WHITE        PATRICIA

    REGION CODE    ADDRESS   : 66 SUMMERHILL ROAD
        01         CITY      :    WAYNE
                   STATE/ZIP : NJ  07470
    MORTGAGE AMOUNT :   359,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,452.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,788,100.00
                               P & I AMT:     12,119.75  
                               UPB AMT:   1,787,332.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:           99
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031679954     MORTGAGORS: CALEB                PAUL
                               CALEB                KELLY
    REGION CODE    ADDRESS   : 27 RAPOSA
        01         CITY      :    RANCHO SANTA MARGARITA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   242,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,070.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,693.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031679988     MORTGAGORS: SANBURG              GLORIA

    REGION CODE    ADDRESS   : 9337 DOHENY ROAD
        01         CITY      :    BEVERLY HILLS AREA
                   STATE/ZIP : CA  90210
    MORTGAGE AMOUNT :   560,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    559,563.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,820.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.96600
    ----------------------------------------------------------------
0   0031680135     MORTGAGORS: MARTIN               JOHNNY
                               MARTIN               CYNTHIA
    REGION CODE    ADDRESS   : 5290 TRACTOR LANE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   278,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,171.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,852.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.88000
    ----------------------------------------------------------------
0   0031680168     MORTGAGORS: KAROLL               CRAIG
                               KAROLL               JAN
    REGION CODE    ADDRESS   : 2612 WIMBLEDON POINT DRIVE
        01         CITY      :    VIRGINIA BEACH
                   STATE/ZIP : VA  23454
    MORTGAGE AMOUNT :   317,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,746.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,135.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.25000
    ----------------------------------------------------------------
0   0031680176     MORTGAGORS: DIPIETRO             MICHAEL
                               KATES                SUSAN
    REGION CODE    ADDRESS   : 21 GROUSE TRAIL
        01         CITY      :    CHADDS FORD
                   STATE/ZIP : PA  19317
    MORTGAGE AMOUNT :   303,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,763.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.46500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,700,650.00
                               P & I AMT:     11,568.93  
                               UPB AMT:   1,699,315.28

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          100
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031680192     MORTGAGORS: MORABITO             JOHN
                               MORABITO             KATHLEEN
    REGION CODE    ADDRESS   : 8 SOUTH WINDS LANE
        01         CITY      :    MALVERN
                   STATE/ZIP : PA  19355
    MORTGAGE AMOUNT :   326,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,477.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,196.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 58.73800
    ----------------------------------------------------------------
0   0031680457     MORTGAGORS: GRUNDBERG            JAMES
                               GRUNDERRG            DONNA
    REGION CODE    ADDRESS   : 3419 CAMINO CORTE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   333,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    333,169.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,190.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.77200
    ----------------------------------------------------------------
0   0031680572     MORTGAGORS: YEAGER               MARK
                               JANSEN               KATHRIN
    REGION CODE    ADDRESS   : 3117 HOLICONG ROAD
        01         CITY      :    DOYLESTOWN
                   STATE/ZIP : PA  18901
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,636.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,638.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031680903     MORTGAGORS: SUEHIRO              LLOYD
                               SUEHIRO              SEIKO
    REGION CODE    ADDRESS   : 1290 SOUTH GRANDRIDGE AVENUE
        01         CITY      :    MONTEREY PARK
                   STATE/ZIP : CA  91754
    MORTGAGE AMOUNT :   239,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,603.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,595.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 68.51400
    ----------------------------------------------------------------
0   0031681166     MORTGAGORS: FIRST                LEE

    REGION CODE    ADDRESS   : 8 ETZEL ROAD
        01         CITY      :    BRANFORD
                   STATE/ZIP : CT  06405
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    363,736.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,576.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.33300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,675,250.00
                               P & I AMT:     11,196.70  
                               UPB AMT:   1,673,623.41

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          101
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031681299     MORTGAGORS: MARKMAN              PETER
                               MARKMAN              JANIS
    REGION CODE    ADDRESS   : 63 GRANITE STREET
        01         CITY      :    MEDFIELD
                   STATE/ZIP : MA  02052
    MORTGAGE AMOUNT :   443,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    443,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,061.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031681331     MORTGAGORS: PEDEN                DAVID
                               PEDEN                JULIE
    REGION CODE    ADDRESS   : 12819 ELMFIELD LANE
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   275,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,800.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,947.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.76800
    ----------------------------------------------------------------
0   0031682297     MORTGAGORS: UNSINGER             HAROLD
                               UNSINGER             KRISTINE
    REGION CODE    ADDRESS   : 4598 SHERBOURNE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,792.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,814.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031682446     MORTGAGORS: PHILLIPS             DAVID
                               PHILLIPS             JEANNE
    REGION CODE    ADDRESS   : 5536 CARUTH BLVD
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75209
    MORTGAGE AMOUNT :   314,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,716.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,202.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.52700
    ----------------------------------------------------------------
0   0031682594     MORTGAGORS: MATTOX               ARTHUR
                               MATTOX               NANCY
    REGION CODE    ADDRESS   : 57 EAST SQUARE LANE
        01         CITY      :    RICHMOND
                   STATE/ZIP : VA  23233
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,732.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,431.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.22200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,651,350.00
                               P & I AMT:     11,456.88  
                               UPB AMT:   1,650,241.27

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          102
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031683980     MORTGAGORS: SCHLICHT             LAUREN

    REGION CODE    ADDRESS   : 453 BRISTOL AVE
        01         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92007
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,765.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031684178     MORTGAGORS: PARKER               JANET

    REGION CODE    ADDRESS   : 908 HITCHING POST LANE
        01         CITY      :    BIRMINGHAM
                   STATE/ZIP : AL  35210
    MORTGAGE AMOUNT :   463,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,119.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.43700
    ----------------------------------------------------------------
0   0031684210     MORTGAGORS: UHLIK                FELIX
                               UHLIK                NANCY
    REGION CODE    ADDRESS   : 6635 ROYAL OAK COURT
        01         CITY      :    TUCKER
                   STATE/ZIP : GA  30084
    MORTGAGE AMOUNT :   231,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,423.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,599.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031684376     MORTGAGORS: NEPIL                RICHARD
                               NEPIL                LAUREN
    REGION CODE    ADDRESS   : 5061 RIGATTI CIRCLE
        01         CITY      :    PLEASONTON
                   STATE/ZIP : CA  94588
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,769.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,019.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031684905     MORTGAGORS: KIRSTEIN             RICK
                               LEONIDA              CLARA
    REGION CODE    ADDRESS   : 5831 CAMINO DE LA COSTA
        01         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   475,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    475,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,240.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.86800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,765,600.00
                               P & I AMT:     12,025.04  
                               UPB AMT:   1,764,958.82

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          103
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031684921     MORTGAGORS: ROBERTS              NEAL

    REGION CODE    ADDRESS   : 11 PHILHOWER ROAD
        01         CITY      :    CALIFON
                   STATE/ZIP : NJ  07830
    MORTGAGE AMOUNT :   319,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,257.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 73.16513
    ----------------------------------------------------------------
0   0031685084     MORTGAGORS: NICHOLS              JAMES

    REGION CODE    ADDRESS   : 305 TEMPEST DRIVE
        01         CITY      :    PEACHTREE CITY
                   STATE/ZIP : GA  30269
    MORTGAGE AMOUNT :   325,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,046.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,219.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0031685316     MORTGAGORS: GRAUBERGER           JAMES
                               GRAUBERGER           CHERYL
    REGION CODE    ADDRESS   : 812 ROSEWOOD AVENUE
        01         CITY      :    WINNETKA
                   STATE/ZIP : IL  60093
    MORTGAGE AMOUNT :   468,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    468,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,232.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031685951     MORTGAGORS: COLE                 MARCUS
                               SCHOFIELD            CHRISTINE
    REGION CODE    ADDRESS   : 16901 ESCALON DRIVE,
        01         CITY      :    ENCINO
                   STATE/ZIP : CA  91436
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,686.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,845.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031686124     MORTGAGORS: WILCOX               STEVEN

    REGION CODE    ADDRESS   : 36 CANTERBURY DRIVE
        01         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    600,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,195.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.72700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,124,300.00
                               P & I AMT:     14,750.22  
                               UPB AMT:   2,123,732.73

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          104
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031686231     MORTGAGORS: LORANGER             THOMAS
                               LORANGER             ELIZABETH
    REGION CODE    ADDRESS   : 2616 N. KEY BOULEVARD
        01         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22201
    MORTGAGE AMOUNT :   313,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,163.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.48100
    ----------------------------------------------------------------
0   0031686264     MORTGAGORS: ANDERSON             TRACY
                               ANDERSON             DAVID
    REGION CODE    ADDRESS   : 9 EVERETT PAINE BLVD.
        01         CITY      :    MARBLEHEAD
                   STATE/ZIP : MA  01945
    MORTGAGE AMOUNT :   257,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,775.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.58800
    ----------------------------------------------------------------
0   0031686512     MORTGAGORS: FISHER               JAMES
                               FISHER               SUZANNE
    REGION CODE    ADDRESS   : 4542 FABLE COURT
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95405
    MORTGAGE AMOUNT :   477,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    475,660.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,298.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.34800
    ----------------------------------------------------------------
0   0031686538     MORTGAGORS: ANDERSON             WAYNE
                               LAU                  MARY
    REGION CODE    ADDRESS   : 1910 JUDITH PLACE
        01         CITY      :    CONCORD
                   STATE/ZIP : CA  94521
    MORTGAGE AMOUNT :   398,909.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,015.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,789.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.78100
    ----------------------------------------------------------------
0   0031686603     MORTGAGORS: WILLARDSON           THOMAS
                               WILLARDSON           VALERIE
    REGION CODE    ADDRESS   : 13363 CAMINITO MENDIOLA
        01         CITY      :    RANCHO SANTA FE
                   STATE/ZIP : CA  92067
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,600.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,368.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 52.13700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,946,659.00
                               P & I AMT:     13,394.41  
                               UPB AMT:   1,943,526.14

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          105
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031686835     MORTGAGORS: MANGAT               H.S.
                               MANGAT               I.P.
    REGION CODE    ADDRESS   : 47285 GALINDO DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   595,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    593,345.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,314.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.37500
    ----------------------------------------------------------------
0   0031686843     MORTGAGORS: SPARKES              JAMES
                               SPARKES              DORAE
    REGION CODE    ADDRESS   : 1515 JUARCEYS COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   455,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    453,670.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,220.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.40600
    ----------------------------------------------------------------
0   0031688443     MORTGAGORS: SHIN                 JOO
                               SHIN                 YOUNG
    REGION CODE    ADDRESS   : 21408 RUNNING RIVER COURT
        01         CITY      :    DIAMOND BAR
                   STATE/ZIP : CA  91765
    MORTGAGE AMOUNT :   241,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,016.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,665.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.66500
    ----------------------------------------------------------------
0   0031688534     MORTGAGORS: LING                 MARK
                               LING                 VIRGINIA
    REGION CODE    ADDRESS   : 393 MILL CREEK BEND NE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30307
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,674.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,956.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031688542     MORTGAGORS: KREVOLIN             LARRY
                               KREVOLIN             DEBORAH
    REGION CODE    ADDRESS   : 1814 COUNTRY CLUB DRIVE
        01         CITY      :    CHERRY HILL
                   STATE/ZIP : NJ  08003
    MORTGAGE AMOUNT :   298,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,982.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 85.14200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,017,200.00
                               P & I AMT:     14,139.25  
                               UPB AMT:   2,013,706.78

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          106
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031688674     MORTGAGORS: SINGH                BRAJENDRA
                               SINGH                MAYA
    REGION CODE    ADDRESS   : 1609 WOODGLEN LANE
        01         CITY      :    ALTADENA
                   STATE/ZIP : CA  91001
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,752.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,009.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 66.81400
    ----------------------------------------------------------------
0   0031688856     MORTGAGORS: WONG                 STANLEY
                               WONG                 EVELYN
    REGION CODE    ADDRESS   : 15 RESERVOIR ROAD
        01         CITY      :    BROOKLINE
                   STATE/ZIP : MA  02467
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    428,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,956.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031688864     MORTGAGORS: GRANNER              NIKKI

    REGION CODE    ADDRESS   : 57 FULTON STREET #12
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02109
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,803.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.87600
    ----------------------------------------------------------------
0   0031689482     MORTGAGORS: MALLARD              LYNWOOD
                               MALLARD              LAURA
    REGION CODE    ADDRESS   : 1826 MEREDITH DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30309
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,155.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031689607     MORTGAGORS: RUBANO               ROBERT
                               BENTIVEGNA           JULIEANN
    REGION CODE    ADDRESS   : 26 JENNINGS CIRCLE
        01         CITY      :    PEABODY
                   STATE/ZIP : MA  01960
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,315.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,656,000.00
                               P & I AMT:     11,240.43  
                               UPB AMT:   1,655,752.46

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          107
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031689946     MORTGAGORS: CAREFOOT             THOMAS
                               CAREFOOT             BRIDGET
    REGION CODE    ADDRESS   : 2102 TWIN EAGLES DRIVE
        01         CITY      :    TRAVERSE CITY
                   STATE/ZIP : MI  49686
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,079.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.41800
    ----------------------------------------------------------------
0   0031690621     MORTGAGORS: HABER                MICHAEL
                               HABER                LISA
    REGION CODE    ADDRESS   : 35 LADY GODIVA WAY
        01         CITY      :    NEW CITY
                   STATE/ZIP : NY  10956
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 62.82700
    ----------------------------------------------------------------
0   0031690845     MORTGAGORS: CUTHBERTSON          MARK
                               PFEIFFENBERGER       MICHELLE
    REGION CODE    ADDRESS   : 75 SALEM RIDGE DRIVE
        01         CITY      :    HUNTINGTON
                   STATE/ZIP : NY  11743
    MORTGAGE AMOUNT :   360,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,489.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,340.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031690860     MORTGAGORS: SHEEHAN              DAVID
                               SHEEHAN              LISA
    REGION CODE    ADDRESS   : 84 DELAWARE ROAD
        01         CITY      :    EASTON
                   STATE/ZIP : CT  06612
    MORTGAGE AMOUNT :   273,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,787.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.66600
    ----------------------------------------------------------------
0   0031691231     MORTGAGORS: JAMALI               PARVIN

    REGION CODE    ADDRESS   : 7617 PEPITA WAY
        01         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   495,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,641.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,503.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.96700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,748,800.00
                               P & I AMT:     12,045.11  
                               UPB AMT:   1,746,997.55

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          108
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031691819     MORTGAGORS: PERL                 TIMOTHY
                               PERL                 MONICA
    REGION CODE    ADDRESS   : 75 LILAC LANE
        01         CITY      :    PARAMUS
                   STATE/ZIP : NJ  07652
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.94700
    ----------------------------------------------------------------
0   0031691959     MORTGAGORS: LAMERS               GABRIELE

    REGION CODE    ADDRESS   : 108 LINCOLN STREET UNIT #6B
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02111
    MORTGAGE AMOUNT :   258,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,809.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031692247     MORTGAGORS: MACGILLIS            DAVID
                               MACGILLIS            DEBORAH
    REGION CODE    ADDRESS   : 85 NORTH FRANKLIN TURNPIKE
        01         CITY      :    HOHOKUS
                   STATE/ZIP : NJ  07423
    MORTGAGE AMOUNT :   294,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,057.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031692403     MORTGAGORS: LUFF                 GERALD
                               LUFF                 ALISON
    REGION CODE    ADDRESS   : 327 COUNTRYVIEW DRIVE
        01         CITY      :    MILL VALLEY
                   STATE/ZIP : CA  94941
    MORTGAGE AMOUNT :   333,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,740.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,271.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031692478     MORTGAGORS: PATKAR               SHEKHAR
                               PATKAR               GAYATRI
    REGION CODE    ADDRESS   : 577 CROYDEN COURT
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,400.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,956.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,589,050.00
                               P & I AMT:     10,970.74  
                               UPB AMT:   1,588,190.36

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          109
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031693518     MORTGAGORS: BAEHR                KENNETH
                               BAEHR                MARTHA
    REGION CODE    ADDRESS   : 481 E ILLINOIS ROAD
        01         CITY      :    LAKE FOREST
                   STATE/ZIP : IL  60045
    MORTGAGE AMOUNT :   405,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,762.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 58.90900
    ----------------------------------------------------------------
0   0031693716     MORTGAGORS: DREXINGER            BERNARD
                               JACKSON-DREXINGER    KAREN
    REGION CODE    ADDRESS   : 700 LEADS GARDEN TERRACE
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30022
    MORTGAGE AMOUNT :   282,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,902.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031694375     MORTGAGORS: TALLY                DAVID
                               TALLY                KIMBERLY
    REGION CODE    ADDRESS   : 2652 COLERIDGE DRIVE
        01         CITY      :    LOS ALAMITOS
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,795.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,922.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.61400
    ----------------------------------------------------------------
0   0031694573     MORTGAGORS: AXELROD              ROBERT
                               WISE                 CHRISTY
    REGION CODE    ADDRESS   : 2610 TILDEN PLACE NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20008
    MORTGAGE AMOUNT :   986,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    985,380.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,727.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   015
    LTV :                 70.43900
    ----------------------------------------------------------------
0   0031694599     MORTGAGORS: FOWLER               JAMES
                               FOWLER               LYNNETTE
    REGION CODE    ADDRESS   : 1915 BERYL
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   307,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,766.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 68.98800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,255,550.00
                               P & I AMT:     15,435.90  
                               UPB AMT:   2,254,343.02

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          110
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031694656     MORTGAGORS: BROWN                ROBERT

    REGION CODE    ADDRESS   : 4417 SHADE ROAD
        01         CITY      :    LA MESA
                   STATE/ZIP : CA  91941
    MORTGAGE AMOUNT :   238,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,718.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,650.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 88.48100
    ----------------------------------------------------------------
0   0031694680     MORTGAGORS: DASH                 LAWRENCE
                               DASH                 CAREN
    REGION CODE    ADDRESS   : 613 WAYFIELD ROAD
        01         CITY      :    WYNNEWOOD
                   STATE/ZIP : PA  19096
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,804.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.42200
    ----------------------------------------------------------------
0   0031694789     MORTGAGORS: BENDER               KENNETH
                               BENDER               CHERYL
    REGION CODE    ADDRESS   : 5389 VISTA DEL DIOS
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   540,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    539,578.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,683.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.14200
    ----------------------------------------------------------------
0   0031694847     MORTGAGORS: MOSER                PERCIVAL
                               MOSER                SARAH
    REGION CODE    ADDRESS   : 301 CAVERSHAM ROAD
        01         CITY      :    BRYN MAWR
                   STATE/ZIP : PA  19010
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,619.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,453.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 45.45400
    ----------------------------------------------------------------
0   0031694854     MORTGAGORS: GUTHRIE              PHILLIP
                               GUTHRIE              ANQUINETTE
    REGION CODE    ADDRESS   : 742 MASTERS DRIVE
        01         CITY      :    STONE MOUNTAIN
                   STATE/ZIP : GA  30087
    MORTGAGE AMOUNT :   236,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,810.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,867.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/18
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.76200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,765,150.00
                               P & I AMT:     12,359.86  
                               UPB AMT:   1,763,531.56

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          111
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031694953     MORTGAGORS: MAYSE                MARK
                               MAYSE                CHERIE
    REGION CODE    ADDRESS   : 10757 INSPIRATION CIRCLE
        01         CITY      :    DUBLIN,
                   STATE/ZIP : CA  94568
    MORTGAGE AMOUNT :   332,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,550.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,212.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.48900
    ----------------------------------------------------------------
0   0031694979     MORTGAGORS: SMITH                JANEEN
                               SMITH                STEVEN
    REGION CODE    ADDRESS   : 100 FRANCISCAN DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,740.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031695018     MORTGAGORS: WOOD                 BARRY
                               WOOD                 DEBORAH
    REGION CODE    ADDRESS   : 10934 SUNRAY PL
        01         CITY      :    LA MESA
                   STATE/ZIP : CA  91941
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,564.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,992.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/18
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.24200
    ----------------------------------------------------------------
0   0031695034     MORTGAGORS: WEINSTEIN            PERRY
                               WIENSTEIN            AMY
    REGION CODE    ADDRESS   : 2848 SHANNON RD,
        01         CITY      :    NORTHBROOK,
                   STATE/ZIP : IL  60062
    MORTGAGE AMOUNT :   412,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    412,477.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,816.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031695562     MORTGAGORS: STOECKER             STEPHEN
                               STOECKER             PATRICIA
    REGION CODE    ADDRESS   : 28591 MALABAR ROAD
        01         CITY      :    TRABUCO CANYON AREA
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,741.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,023.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,622,350.00
                               P & I AMT:     11,227.17  
                               UPB AMT:   1,621,074.39

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          112
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031695596     MORTGAGORS: BACICA               KAREN

    REGION CODE    ADDRESS   : 1420 HOFFMAN LANE
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   266,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,581.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,775.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031695604     MORTGAGORS: WOODHAM              PHILLIP
                               WOODHAM              LISA
    REGION CODE    ADDRESS   : 7120 POLLO HILL
        01         CITY      :    CUMMING
                   STATE/ZIP : GA  30040
    MORTGAGE AMOUNT :   314,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,198.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,118.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031695729     MORTGAGORS: POST                 CHRIS
                               GHIDOSSI             JANA
    REGION CODE    ADDRESS   : 30 WHITING FARM ROAD
        01         CITY      :    BRANFORD
                   STATE/ZIP : CT  06405
    MORTGAGE AMOUNT :   271,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,282.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,829.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031696461     MORTGAGORS: JENSEN               KENNETH
                               JENSEN               PRISCILLA
    REGION CODE    ADDRESS   : 6602 BYRNES DRIVE
        01         CITY      :    MC LEAN
                   STATE/ZIP : VA  22101
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,803.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031696594     MORTGAGORS: TERPENING            ROBERT
                               TERPENING            CHRISTINE
    REGION CODE    ADDRESS   : 2032 CALLE YUCCA
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   327,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,203.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.75600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,431,750.00
                               P & I AMT:      9,644.84  
                               UPB AMT:   1,430,866.13

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          113
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031696768     MORTGAGORS: SPOONER              MICHAEL
                               SPOONER              MELINDA
    REGION CODE    ADDRESS   : 6662 CATAMARAN DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95119
    MORTGAGE AMOUNT :   250,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,204.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031696800     MORTGAGORS: SARMADI              BIJAN
                               MODABBERI            NOVIN
    REGION CODE    ADDRESS   : 4525 TENANGO DRIVE
        01         CITY      :    WOODLAND HILLS
                   STATE/ZIP : CA  91364
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,771.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,072.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
0   0031696826     MORTGAGORS: RYTER                ANDREA
                               RYTER                ALAN
    REGION CODE    ADDRESS   : 5 AZALEA ROAD
        01         CITY      :    SHARON
                   STATE/ZIP : MA  02067
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,664.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.25000
    ----------------------------------------------------------------
0   0031697030     MORTGAGORS: SISON                ALFREDO
                               SISON                AURORA
    REGION CODE    ADDRESS   : 42-100 ALEKA PLACE
        01         CITY      :    KAILUA
                   STATE/ZIP : HI  96734
    MORTGAGE AMOUNT :   620,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    620,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,282.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.98700
    ----------------------------------------------------------------
0   0031697048     MORTGAGORS: LI                   VICTOR

    REGION CODE    ADDRESS   : 21 PARKRIDGE CIRCLE
        01         CITY      :    SOUTH SAN FRANCISCO
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   369,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,519.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,783,700.00
                               P & I AMT:     12,246.18  
                               UPB AMT:   1,783,276.38

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          114
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031697097     MORTGAGORS: AUSTIN               KEVIN

    REGION CODE    ADDRESS   : 1993 ROOSEVELT AVENUE
        01         CITY      :    ALTADENA
                   STATE/ZIP : CA  91001
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,778.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031697162     MORTGAGORS: WILLIAMS             CYNTHIA

    REGION CODE    ADDRESS   : 1122 10TH STREET
        01         CITY      :    HERMOSA BEACH
                   STATE/ZIP : CA  90254
    MORTGAGE AMOUNT :   327,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    326,951.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,259.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031697196     MORTGAGORS: HOULT                ROBERT
                               HOULT                CHRISTIN
    REGION CODE    ADDRESS   : 2655 BRIDLE LANE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   399,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,757.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031697246     MORTGAGORS: EIKENBERRY           STEPHEN
                               EIKENBERRY           KAREN
    REGION CODE    ADDRESS   : 7008 LA CUESTA COURT
        01         CITY      :    SAN BUENAVENTURA
                   STATE/ZIP : CA  93003
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,717.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,207.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.50561
    ----------------------------------------------------------------
0   0031697386     MORTGAGORS: LEVINSON             STEVEN

    REGION CODE    ADDRESS   : 154 LOMBARD STREET,UNIT #50
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94111
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,741.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,264.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,658,400.00
                               P & I AMT:     11,267.80  
                               UPB AMT:   1,657,609.75

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          115
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031697394     MORTGAGORS: SKAIR                DANIEL
                               LOUBE                JHOANNE
    REGION CODE    ADDRESS   : 2721 BUSH STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94115
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    336,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031697493     MORTGAGORS: HARRIS               WALTER
                               HARRIS               RANDE-LEIGH
    REGION CODE    ADDRESS   : 28842 JAEGER DRIVE
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   289,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,774.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,971.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.53200
    ----------------------------------------------------------------
0   0031697600     MORTGAGORS: GOLDBERG             ARTHUR
                               GOLDBERG             JUDITH
    REGION CODE    ADDRESS   : 624 SAND HILL CIRCLE
        01         CITY      :    MENLO PARK
                   STATE/ZIP : CA  94025
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,794.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,609.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 38.88800
    ----------------------------------------------------------------
0   0031697659     MORTGAGORS: MCCRAE               JOHN
                               MCCRAE               DEIRDRE
    REGION CODE    ADDRESS   : 196 MAIN STREET
        01         CITY      :    WENHAM
                   STATE/ZIP : MA  01984
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,812.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031697808     MORTGAGORS: GERLACH              WILLIAM

    REGION CODE    ADDRESS   : 228 BERKELEY ROAD
        01         CITY      :    DEVON
                   STATE/ZIP : PA  19333
    MORTGAGE AMOUNT :   408,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    408,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,852.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.46100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,524,000.00
                               P & I AMT:     10,424.94  
                               UPB AMT:   1,523,381.54

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          116
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031697824     MORTGAGORS: ALBERT               ARTHUR
                               SENNISH              BRONWEN
    REGION CODE    ADDRESS   : 707 HAVERFORD AVENUE
        01         CITY      :    PACIFIC PALISADES
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   382,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,709.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,638.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 57.01400
    ----------------------------------------------------------------
0   0031697956     MORTGAGORS: ELSHAMA              ADHAM
                               ELSHAMA              ANNE
    REGION CODE    ADDRESS   : 151 GRATON ROAD
        01         CITY      :    WESTFORD
                   STATE/ZIP : MA  01886
    MORTGAGE AMOUNT :   234,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,466.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,600.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031697972     MORTGAGORS: STEVENS              MICHAEL
                               STEVENS              JENNIFER
    REGION CODE    ADDRESS   : 10588 BRADBURY ROAD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90064
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,677.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,522.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 71.11100
    ----------------------------------------------------------------
0   0031698079     MORTGAGORS: DAVIS                PATRICK
                               DAVIS                DEBORAH
    REGION CODE    ADDRESS   : 6739 NEWINGTON ROAD
        01         CITY      :    LORTON
                   STATE/ZIP : VA  22079
    MORTGAGE AMOUNT :   275,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,985.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,877.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031698087     MORTGAGORS: SHUTE                DAVID
                               SHUTE                JENNIFER
    REGION CODE    ADDRESS   : 8 WEDGEWOOD DRIVE
        01         CITY      :    ANDOVER
                   STATE/ZIP : MA  01810
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 74.39700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,535,850.00
                               P & I AMT:     10,347.09  
                               UPB AMT:   1,534,838.99

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          117
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031698327     MORTGAGORS: PRAMUK               JOSEPH
                               PRAMUK               JULIEANNA
    REGION CODE    ADDRESS   : 1108 CLARK STREET
        01         CITY      :    NAPA
                   STATE/ZIP : CA  94558
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,694.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,302.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 49.71900
    ----------------------------------------------------------------
0   0031698434     MORTGAGORS: ROMANO               DAVID
                               ROMANO               YOLANDA
    REGION CODE    ADDRESS   : 24255 ABBEYWOOD DRIVE
        01         CITY      :    WEST HILLS,
                   STATE/ZIP : CA  91307
    MORTGAGE AMOUNT :   371,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    370,703.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,499.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 68.70300
    ----------------------------------------------------------------
0   0031698459     MORTGAGORS: WALJI                KARIM

    REGION CODE    ADDRESS   : 1134 FOX HOLLOW COURT
        01         CITY      :    MILIPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,012.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031698590     MORTGAGORS: GOLD                 MICHAEL
                               GOLD                 THERESE
    REGION CODE    ADDRESS   : 36 WEST MAPLE ROAD
        01         CITY      :    GREENLAWN
                   STATE/ZIP : NY  11740
    MORTGAGE AMOUNT :   259,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,772.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031699150     MORTGAGORS: BORDEN               EDWARD
                               BORDEN               ANN
    REGION CODE    ADDRESS   : 1147 SILVERHILL COURT
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   369,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    368,712.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,517.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 58.11000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,632,400.00
                               P & I AMT:     11,104.30  
                               UPB AMT:   1,631,509.82

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          118
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031699275     MORTGAGORS: PETERS               JOHN
                               PETERS               JOANN
    REGION CODE    ADDRESS   : 8080 COBBLE COURT
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,486.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,412.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.73600
    ----------------------------------------------------------------
0   0031699549     MORTGAGORS: HEUMANN              STEVEN
                               GAUDET               KATHLEEN
    REGION CODE    ADDRESS   : 1718 S. HOLT AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90035
    MORTGAGE AMOUNT :   280,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,580.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,915.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031699713     MORTGAGORS: COLLINS              BRUCE
                               COLLINS              DIANE
    REGION CODE    ADDRESS   : 5753 LILAC BLOSSOM LANE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   248,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,520.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,760.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 71.05700
    ----------------------------------------------------------------
0   0031699721     MORTGAGORS: HOLMAN               WILLIAM
                               HOLMAN               LINDA
    REGION CODE    ADDRESS   : 29 FAIRWAY DRIVE
        01         CITY      :    BIRMINGHAM
                   STATE/ZIP : AL  35213
    MORTGAGE AMOUNT :   562,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    562,050.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,789.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031699788     MORTGAGORS: KERN                 ROCHELLE

    REGION CODE    ADDRESS   : 3764 MAPLEWOOD AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90066
    MORTGAGE AMOUNT :   287,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,325.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,961.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,724,550.00
                               P & I AMT:     11,839.40  
                               UPB AMT:   1,722,963.10

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          119
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031700156     MORTGAGORS: LEONI                CHARLES
                               LEONI                NANCY
    REGION CODE    ADDRESS   : 319 JESTER COURT
        01         CITY      :    PETALUMA
                   STATE/ZIP : CA  94954
    MORTGAGE AMOUNT :   411,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    410,894.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,875.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031700313     MORTGAGORS: ATKINS               DALE
                               ATKINS               JERRILU
    REGION CODE    ADDRESS   : 952 UTICA CIRCLE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80304
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,795.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 64.10200
    ----------------------------------------------------------------
0   0031700339     MORTGAGORS: TESSEM               JOHN
                               TESSEM               ERIKA
    REGION CODE    ADDRESS   : 16031 NORTHEAST 44TH COURT
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98052
    MORTGAGE AMOUNT :   427,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    426,758.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,877.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.99800
    ----------------------------------------------------------------
0   0031700396     MORTGAGORS: FINE                 REBECCA
                               CECONI               PHILIP
    REGION CODE    ADDRESS   : 3519 WOOLMAN DRIVE
        01         CITY      :    HAYMARKET
                   STATE/ZIP : VA  20169
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,769.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,019.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.89400
    ----------------------------------------------------------------
0   0031700404     MORTGAGORS: YU                   NICHOLAS

    REGION CODE    ADDRESS   : 11616 CANDY ROSE WAY
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   318,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,080.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,148.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,703,150.00
                               P & I AMT:     11,583.29  
                               UPB AMT:   1,701,297.93

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          120
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031700586     MORTGAGORS: MCLAUGHLIN           MICHEAL

    REGION CODE    ADDRESS   : 12705 HOLMES POINT DRIVE NORTHEAST
        01         CITY      :    KIRKLAND
                   STATE/ZIP : GA  98034
    MORTGAGE AMOUNT :   997,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    996,759.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,974.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   015
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031700594     MORTGAGORS: GRAIS                ADAM
                               GRAIS                STEPHANIE
    REGION CODE    ADDRESS   : 1836 N WILMOT AVENUE
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60647
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,933.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.77200
    ----------------------------------------------------------------
0   0031700677     MORTGAGORS: COOGAN               LAWRENCE
                               COOGAN               SHARON
    REGION CODE    ADDRESS   : 13513 CRISTALLINA WAY
        01         CITY      :    TRUCKEE
                   STATE/ZIP : CA  96161
    MORTGAGE AMOUNT :   263,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,004.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031701055     MORTGAGORS: SHIRK                W. BRUCE
                               SHIRK                NORMA
    REGION CODE    ADDRESS   : 4360 WESTOVER PLACE, N.W.
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20016
    MORTGAGE AMOUNT :   345,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,330.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,357.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031701089     MORTGAGORS: MORICI               MARTIN

    REGION CODE    ADDRESS   : 1715 SWEETBRIAR DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   470,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    469,651.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,286.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.14200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,356,300.00
                               P & I AMT:     16,392.80  
                               UPB AMT:   2,354,745.98

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          121
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031701147     MORTGAGORS: DUGAN                DENNIS
                               DUGAN                KAREN
    REGION CODE    ADDRESS   : 4 B WEST 87TH STREET
        01         CITY      :    LONG BEACH TWP
                   STATE/ZIP : NJ  08008
    MORTGAGE AMOUNT :   272,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,265.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,767.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 78.98500
    ----------------------------------------------------------------
0   0031701204     MORTGAGORS: MURPHREE             HENRY
                               MURPHREE             DOROTHY
    REGION CODE    ADDRESS   : 467 RIDGE ROAD
        01         CITY      :    WATCHUNG
                   STATE/ZIP : NJ  07060
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,421.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 44.37500
    ----------------------------------------------------------------
0   0031701337     MORTGAGORS: LEEPER               CHAS
                               LEEPER               STEPHANIE
    REGION CODE    ADDRESS   : 7003 SEASHORE DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,523.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.71800
    ----------------------------------------------------------------
0   0031701527     MORTGAGORS: NUESA                WILSON
                               NUESA                MYRA
    REGION CODE    ADDRESS   : 6 DANSFIELD CT
        01         CITY      :    UPPER SADDLE RIVER
                   STATE/ZIP : NJ  07548
    MORTGAGE AMOUNT :   816,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    816,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,705.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   015
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031701550     MORTGAGORS: MCREYNOLDS           TIMOTHY
                               MCREYNOLDS           JEANNETTE
    REGION CODE    ADDRESS   : 18401 SHADOW RIDGE DRIVE
        01         CITY      :    OMAHA
                   STATE/ZIP : NE  68130
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,133,500.00
                               P & I AMT:     14,552.85  
                               UPB AMT:   2,132,788.57

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          122
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031701576     MORTGAGORS: BAYLER               JAMES
                               BAYLER               JOY
    REGION CODE    ADDRESS   : 18677 MARTHA AVE
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,747.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031701899     MORTGAGORS: AHMED                MAGED
                               YOUSSEF              GLORIA
    REGION CODE    ADDRESS   : 384 DEMOTT AVENUE
        01         CITY      :    ROCKVILLE CENTRE
                   STATE/ZIP : NY  11570
    MORTGAGE AMOUNT :   299,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,477.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,095.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031701915     MORTGAGORS: FOSTER               MICHAEL
                               FOSTER               JOANNE
    REGION CODE    ADDRESS   : 322 SOUTWOOD CIRCLE
        01         CITY      :    SYOSSET
                   STATE/ZIP : NY  11791
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,823.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,727.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031701980     MORTGAGORS: LUTHER               DAVID
                               LUTHER               GERALDINE
    REGION CODE    ADDRESS   : 157 GREENFIELD HILL ROAD
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06430
    MORTGAGE AMOUNT : 1,000,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :  1,000,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     6,821.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   015
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0031701998     MORTGAGORS: QUINN                KEVIN
                               QUINN                ELIZABETH
    REGION CODE    ADDRESS   : 7 CARRIAGE LANE
        01         CITY      :    MEDFIELD
                   STATE/ZIP : MA  02052
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    412,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,604.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,263,700.00
                               P & I AMT:     15,297.58  
                               UPB AMT:   2,263,048.52

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          123
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031702145     MORTGAGORS: HOLDRIDGE            JOHN
                               HOLDRIDGE            KELLYE
    REGION CODE    ADDRESS   : 1179 WHITEHALL POINTE
        01         CITY      :    DUNWOODY
                   STATE/ZIP : GA  30338
    MORTGAGE AMOUNT :   450,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    450,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,033.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0031702285     MORTGAGORS: SNYDER               GREGORY
                               SNYDER               BERNADETTE
    REGION CODE    ADDRESS   : 705 CALLE CUMBRE
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92673
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,768.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,349.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031702582     MORTGAGORS: TABIB                FEREYDOON
                               TABIB                FREDA
    REGION CODE    ADDRESS   : 508 10TH STREET
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90402
    MORTGAGE AMOUNT :   525,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    524,590.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,581.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 56.75600
    ----------------------------------------------------------------
0   0031702848     MORTGAGORS: CATTARUSA            DON
                               CATTARUSA            LORI
    REGION CODE    ADDRESS   : 1650 AMHURST WAY
        01         CITY      :    CONCORD
                   STATE/ZIP : CA  94518
    MORTGAGE AMOUNT :   237,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,616.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.98900
    ----------------------------------------------------------------
0   0031702921     MORTGAGORS: ORLANDO              CARL
                               ORLANDO              BARBARA
    REGION CODE    ADDRESS   : 2645 WALNUT COURT
        01         CITY      :    SOQUEL
                   STATE/ZIP : CA  95073
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 76.68700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,790,300.00
                               P & I AMT:     12,266.09  
                               UPB AMT:   1,789,658.94

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          124
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031703333     MORTGAGORS: HANSON               MARK
                               HANSON               LISA
    REGION CODE    ADDRESS   : 1184 FLOYD STREET NE
        01         CITY      :    COVINGTON
                   STATE/ZIP : GA  30014
    MORTGAGE AMOUNT :   407,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    406,666.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,707.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.80300
    ----------------------------------------------------------------
0   0031703457     MORTGAGORS: HUCKABEY             MARK
                               HUCKABEY             KIMBERLY
    REGION CODE    ADDRESS   : 2992 SPARROW DRIVE
        01         CITY      :    FULLERTON
                   STATE/ZIP : CA  92835
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,822.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 77.08300
    ----------------------------------------------------------------
0   0031703465     MORTGAGORS: GEORGALLAS           PETE
                               GEORGALLAS           DONNA
    REGION CODE    ADDRESS   : 16515 HARBOUR TOWN DRIVE
        01         CITY      :    SILVER SPRING
                   STATE/ZIP : MD  20905
    MORTGAGE AMOUNT :   339,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,371.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,259.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.50600
    ----------------------------------------------------------------
0   0031703523     MORTGAGORS: HERRERA              MARK

    REGION CODE    ADDRESS   : 15055 COLOMBET AVENUE
        01         CITY      :    SAN MARTIN
                   STATE/ZIP : CA  95046
    MORTGAGE AMOUNT :   231,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    230,978.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,616.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 51.25277
    ----------------------------------------------------------------
0   0031703572     MORTGAGORS: SCHABERG             RICHARD
                               PARSONS-SCHABERG     SARA
    REGION CODE    ADDRESS   : 5312 BLACKSTONE ROAD
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20816
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,672.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,865.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.35800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,675,300.00
                               P & I AMT:     11,271.83  
                               UPB AMT:   1,674,188.80

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          125
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031703580     MORTGAGORS: CONE                 DONALD
                               CONE                 JEANNETTE
    REGION CODE    ADDRESS   : 12096 DAPPLE WAY
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92128
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 72.22200
    ----------------------------------------------------------------
0   0031703606     MORTGAGORS: MARTHENS             DARRIN
                               RAYMOND              MICHELE
    REGION CODE    ADDRESS   : 13307 JONATHAN PARK PLACE
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   275,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,195.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,925.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
0   0031703630     MORTGAGORS: BATISTA              CESAR

    REGION CODE    ADDRESS   : 2525 PROVIDENCE HILLS DRIVE
        01         CITY      :    MATTHEWS
                   STATE/ZIP : NC  28105
    MORTGAGE AMOUNT :   261,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,091.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,760.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0031704430     MORTGAGORS: ELVIDGE              RONALD

    REGION CODE    ADDRESS   : 255 TIM COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   556,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    556,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,792.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031704455     MORTGAGORS: PAULEY               LINDA
                               PAULEY               BILLY
    REGION CODE    ADDRESS   : 13312 EAST VILLA PARK STREET,
        01         CITY      :    CHANDLER,
                   STATE/ZIP : AZ  85249
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,758.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,114.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.59900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,662,700.00
                               P & I AMT:     11,345.40  
                               UPB AMT:   1,662,044.82

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          126
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031704596     MORTGAGORS: BUCK                 ROBERT
                               BUCK                 CHRISTINE
    REGION CODE    ADDRESS   : 5 S STONINGTON ROAD
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   338,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,229.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,280.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 72.02100
    ----------------------------------------------------------------
0   0031704711     MORTGAGORS: SHIELDS              LEROY
                               SHIELDS              CHARLSIE
    REGION CODE    ADDRESS   : 4960 LAKEPOINTE CIRCLE
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95403
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,812.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 47.30700
    ----------------------------------------------------------------
0   0031704752     MORTGAGORS: SANDMAN              JERRY
                               SANDMAN              PATRICIA
    REGION CODE    ADDRESS   : 5908 LAKELAND COURT
        01         CITY      :    DAVENSPORT
                   STATE/ZIP : IA  52807
    MORTGAGE AMOUNT :   271,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,593.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,877.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031704836     MORTGAGORS: JACOBSON             STUART
                               COOPER               SUZANNE
    REGION CODE    ADDRESS   : 8 BARRYMEADE DRIVE
        01         CITY      :    LEXINGTON
                   STATE/ZIP : MA  02173
    MORTGAGE AMOUNT :   326,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    326,145.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,226.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031704893     MORTGAGORS: FRIEDES              JONATHAN

    REGION CODE    ADDRESS   : 38 CONCORD SQUARE
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02118
    MORTGAGE AMOUNT :   470,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    470,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,087.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 65.73400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,652,700.00
                               P & I AMT:     11,171.05  
                               UPB AMT:   1,651,780.68

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          127
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031704935     MORTGAGORS: WOOD                 ARMANDO
                               WOOD                 NANCY
    REGION CODE    ADDRESS   : 10 ENCANTO DRIVE
        01         CITY      :    ROLLING HILLS ESTATES
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    450,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,031.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031705023     MORTGAGORS: AGUSTIN              RODOLFO
                               AGUSTIN              AILEEN
    REGION CODE    ADDRESS   : 2160 SUNSPRITE DRIVE
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   368,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,769.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,542.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.98700
    ----------------------------------------------------------------
0   0031705189     MORTGAGORS: TARAN                OLEG
                               YEVTUSHENKO          VALERIE
    REGION CODE    ADDRESS   : 338 KIRKHAM STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94122
    MORTGAGE AMOUNT :   496,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    495,631.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,468.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031705205     MORTGAGORS: KENDALL              GEORGE
                               KENDALL              DONNA
    REGION CODE    ADDRESS   : 9 OLDE FARMS ROAD
        01         CITY      :    BOXFORD
                   STATE/ZIP : MA  01921
    MORTGAGE AMOUNT :   313,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,242.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.25000
    ----------------------------------------------------------------
0   0031705254     MORTGAGORS: ALPER                GORDON
                               ALPER                SHARON
    REGION CODE    ADDRESS   : 314 RIDGEWAY
        01         CITY      :    MAMMOTH LAKES
                   STATE/ZIP : CA  93546
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,773.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,978.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 52.72700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,917,050.00
                               P & I AMT:     13,262.56  
                               UPB AMT:   1,916,175.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          128
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031705262     MORTGAGORS: YICK                 ROBERT
                               YICK                 WENDY
    REGION CODE    ADDRESS   : 239 WEST 23RD AVENUE
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,720.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,358.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 63.63600
    ----------------------------------------------------------------
0   0031705676     MORTGAGORS: ABRIL                JESUS
                               ABRIL                PATRICIA
    REGION CODE    ADDRESS   : 6638 WEST 98TH DRIVE
        01         CITY      :    WESTMINSTER
                   STATE/ZIP : CO  80021
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,817.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,657.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98600
    ----------------------------------------------------------------
0   0031705692     MORTGAGORS: GOWER                WILLIAM
                               GOWER                GLORIA
    REGION CODE    ADDRESS   : 9123 BRIARGLEN ROAD
        01         CITY      :    EDEN PRAIRIE
                   STATE/ZIP : MN  55347
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,785.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.89600
    ----------------------------------------------------------------
0   0031705841     MORTGAGORS: BENTON               CHRISTOBEL
                               ALBERTS              GREGORY
    REGION CODE    ADDRESS   : 20640 MIRACLE DRIVE
        01         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20882
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,769.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,738.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031706161     MORTGAGORS: FELLOWS              CHRISTOPHER
                               BASSAM               CRAIG
    REGION CODE    ADDRESS   : 1380 PONUS RIDGE ROAD
        01         CITY      :    NEW CANAAN
                   STATE/ZIP : CT  06840
    MORTGAGE AMOUNT :   483,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    483,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,418.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,616,000.00
                               P & I AMT:     11,048.49  
                               UPB AMT:   1,615,092.24

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          129
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031706682     MORTGAGORS: BOSKOVICH            PHILIP
                               BOSKOVICH            INGE
    REGION CODE    ADDRESS   : 1514 OUTLOOK CIRCLE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,662.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,741.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 29.42800
    ----------------------------------------------------------------
0   0031707029     MORTGAGORS: FLESCHMAN            SANFORD
                               FLESCHMAN            MARIA
    REGION CODE    ADDRESS   : 24191 VISTA D'ORO
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,753.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,321.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031707052     MORTGAGORS: ROWEN                ALAN
                               ROWEN                MARGARET
    REGION CODE    ADDRESS   : 22 BRIDGETOWN BEND
        01         CITY      :    CORONADO
                   STATE/ZIP : CA  92118
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,758.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,114.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 67.09900
    ----------------------------------------------------------------
0   0031707557     MORTGAGORS: SCHWARTZ             DAVID
                               LUNG-SCHWARTZ        JOANN
    REGION CODE    ADDRESS   : 13814 ALBERS STREET
        01         CITY      :    SHERMAN OAKS AREA
                   STATE/ZIP : CA  91401
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,795.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,787.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.05800
    ----------------------------------------------------------------
0   0031707615     MORTGAGORS: ERINGER              ROBERT
                               ERINGER              ELIZABETH
    REGION CODE    ADDRESS   : 4640 HAWTHORNE LANE NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20016
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    650,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,600.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 41.93500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,966,000.00
                               P & I AMT:     13,565.16  
                               UPB AMT:   1,964,969.67

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          130
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031707797     MORTGAGORS: DRAKE                RICAHARD
                               DRAKE                AUDREY
    REGION CODE    ADDRESS   : 27473 CLARKSON COURT
        01         CITY      :    VALENCIA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,256.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.76100
    ----------------------------------------------------------------
0   0031707813     MORTGAGORS: DOCKERY              THOMAS
                               DOCKERY              CAROL
    REGION CODE    ADDRESS   : 1319 CHELSEA DRIVE
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    599,543.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,144.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031707987     MORTGAGORS: O'SULLIVAN           IAN
                               RICHARDSON           GINA
    REGION CODE    ADDRESS   : 28 TURNBERRY DRIVE
        01         CITY      :    MANALAPAN
                   STATE/ZIP : NJ  07726
    MORTGAGE AMOUNT :   233,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    233,703.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,536.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 84.98400
    ----------------------------------------------------------------
0   0031708043     MORTGAGORS: HOUSE                BARRY
                               HOUSE                ELAINE
    REGION CODE    ADDRESS   : 19 CR 385
        01         CITY      :    WYNNE
                   STATE/ZIP : AR  72396
    MORTGAGE AMOUNT :   232,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,582.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031708209     MORTGAGORS: LANDINO              ROBERT
                               BELOTE               DOUGLAS
    REGION CODE    ADDRESS   : 25 MADISON ROAD
        01         CITY      :    WELLESLEY
                   STATE/ZIP : MA  02181
    MORTGAGE AMOUNT :   410,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    410,850.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,802.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,811,750.00
                               P & I AMT:     12,322.95  
                               UPB AMT:   1,811,096.94

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          131
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031709322     MORTGAGORS: ANDERSON             ROBERT
                               ANDERSON             MONICA
    REGION CODE    ADDRESS   : 2746 TREETOPS WAY
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95404
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,326.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.86400
    ----------------------------------------------------------------
0   0031709611     MORTGAGORS: ANDREWS              BRIAN
                               ANDREWS              KATHLEEN
    REGION CODE    ADDRESS   : 9376 COLBERT COURT
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22032
    MORTGAGE AMOUNT :   369,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,197.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,458.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031709678     MORTGAGORS: CHO                  CHRISTOPHER

    REGION CODE    ADDRESS   : 20588 EAST OAK MEADOW LANE
        01         CITY      :    DIAMOND BAR AREA
                   STATE/ZIP : CA  91765
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,786.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,088.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.72900
    ----------------------------------------------------------------
0   0031709801     MORTGAGORS: WATERS               VALERIE
                               WATERS               SHAWN
    REGION CODE    ADDRESS   : 4452 MATTOS DR
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94536
    MORTGAGE AMOUNT :   258,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,743.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031709884     MORTGAGORS: STERN                ARON
                               WELLS-STERN          BARBARA
    REGION CODE    ADDRESS   : 3482 CORTE CLARITA
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,762.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,743,300.00
                               P & I AMT:     11,853.87  
                               UPB AMT:   1,742,546.12

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          132
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031710098     MORTGAGORS: ARTHUR               GERALD
                               ARTHUR               SOPHIA
    REGION CODE    ADDRESS   : 13913 HUXLEY COVE COURT
        01         CITY      :    SILVER SPRING
                   STATE/ZIP : MD  20906
    MORTGAGE AMOUNT :   239,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,063.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,632.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031710106     MORTGAGORS: STEINBERG            EVAN
                               STEINBERG            MARY
    REGION CODE    ADDRESS   : 328 AUBURN AVENUE
        01         CITY      :    SIERRA MADRE
                   STATE/ZIP : CA  91024
    MORTGAGE AMOUNT :   284,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,383.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,965.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.69100
    ----------------------------------------------------------------
0   0031710155     MORTGAGORS: SHERRY               RICHARD
                               SHERRY               PATTI
    REGION CODE    ADDRESS   : 4301 GREGG ROAD
        01         CITY      :    BROOKEVILLE
                   STATE/ZIP : MD  20833
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,022.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031710171     MORTGAGORS: GARAY                LORENZO
                               GARAY                LAURIE
    REGION CODE    ADDRESS   : 5419 170TH PLACE SE
        01         CITY      :    BELLVUE
                   STATE/ZIP : WA  98006
    MORTGAGE AMOUNT :   257,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,794.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,731.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 47.11200
    ----------------------------------------------------------------
0   0031710197     MORTGAGORS: STEINBERG            DANIEL
                               STEINBERG            ROBYN
    REGION CODE    ADDRESS   : 65 WESTGATE ROAD
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02159
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,010.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 57.94300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,394,850.00
                               P & I AMT:      9,362.42  
                               UPB AMT:   1,394,241.28

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          133
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031710239     MORTGAGORS: WILDER               FAITH

    REGION CODE    ADDRESS   : 3752 W LAWTON STREET
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98199
    MORTGAGE AMOUNT :   396,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    395,691.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,701.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031710403     MORTGAGORS: SPOWART              GREGORY
                               SPOWART              LESLEY
    REGION CODE    ADDRESS   : 25872 PASEO REAL
        01         CITY      :    MONTEREY
                   STATE/ZIP : CA  93940
    MORTGAGE AMOUNT :   562,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    562,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,648.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 73.05100
    ----------------------------------------------------------------
0   0031710619     MORTGAGORS: TSAI                 WENCHIN
                               ISAI                 JINA
    REGION CODE    ADDRESS   : 815 N. ZIEGLER WAY
        01         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,781.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 71.23200
    ----------------------------------------------------------------
0   0031710882     MORTGAGORS: GREGORY              MALCOLM
                               PALEJOWSKA-GREGORY   ANNA
    REGION CODE    ADDRESS   : 1007 SOUTH CATALINA AVENUE #210
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   282,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,774.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,899.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031711203     MORTGAGORS: RODEMS               CHUCK
                               RODEMS               KAREN
    REGION CODE    ADDRESS   : 2 GREENVALE
        01         CITY      :    RANCHO SANTA MARGARITA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,791.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,796,500.00
                               P & I AMT:     12,078.26  
                               UPB AMT:   1,795,538.23

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          134
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031711476     MORTGAGORS: LUM                  DONALD
                               LUM                  STEPHANIE
    REGION CODE    ADDRESS   : 5125 CLAYTON ROAD
        01         CITY      :    SUISUN CITY
                   STATE/ZIP : CA  94585
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,360.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/23
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.22200
    ----------------------------------------------------------------
0   0031711724     MORTGAGORS: GROSSMAN             NEIL
                               GROSSMAN             ETHYL
    REGION CODE    ADDRESS   : 3535 RUNNYMEADE DRIVE
        01         CITY      :    NEWTOWN SQUARE
                   STATE/ZIP : PA  19073
    MORTGAGE AMOUNT :   447,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    447,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,091.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031711757     MORTGAGORS: HSHIEH               FWU-IUAN
                               HSHIEH               MAN-LING
    REGION CODE    ADDRESS   : 20768 SEVILLA LANE
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   560,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    559,614.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,060.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 59.89300
    ----------------------------------------------------------------
0   0031711880     MORTGAGORS: FERNANDEZ            HENRY

    REGION CODE    ADDRESS   : 211 COLONIAL HOMES DRIVE #2505
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30309
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,799.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,623.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031711922     MORTGAGORS: MCILMAIL             GLENN
                               MCILMAIL             DEBORAH
    REGION CODE    ADDRESS   : 28 THOMAS FARM LANE
        01         CITY      :    LONG VALLEY
                   STATE/ZIP : NJ  07853
    MORTGAGE AMOUNT :   338,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,392.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 73.47800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,905,600.00
                               P & I AMT:     13,528.51  
                               UPB AMT:   1,905,014.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          135
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031712045     MORTGAGORS: MOLDOVAN             MIHAI
                               MOLDOVAN             DANA
    REGION CODE    ADDRESS   : 2794 QUEENS WAY
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   356,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,722.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,428.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031712094     MORTGAGORS: MCALPINE             STUART
                               MCALPINE             CELIA
    REGION CODE    ADDRESS   : 1002 PENNSYLVANIA AVENUE SE
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20003
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,297.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,646.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031712136     MORTGAGORS: MCKENNA              JAMES
                               MCKENNA              ANGELICA
    REGION CODE    ADDRESS   : 20 SKYVIEW TERRACE
        01         CITY      :    LONG HILL TOWNSHIP
                   STATE/ZIP : NJ  07946
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,371.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031712540     MORTGAGORS: MONTI                DAVID
                               MONTI                MADDALENA
    REGION CODE    ADDRESS   : 57 HIDDEN VALLEY DRIVE
        01         CITY      :    ROCKY HILL
                   STATE/ZIP : CT  06067
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,233.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 87.17900
    ----------------------------------------------------------------
0   0031712565     MORTGAGORS: LENNON               DANIEL
                               LENNON               JEANNE
    REGION CODE    ADDRESS   : 13 ROCKLEDGE TERRACE
        01         CITY      :    POMPTON PLAINS
                   STATE/ZIP : NJ  07444
    MORTGAGE AMOUNT :   361,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    361,118.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,465.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.95500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,656,900.00
                               P & I AMT:     11,145.61  
                               UPB AMT:   1,656,137.48

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          136
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031712714     MORTGAGORS: BAE                  JOON
                               BAE                  SEUNG
    REGION CODE    ADDRESS   : 2223 LENORE DRIVE
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91206
    MORTGAGE AMOUNT :   341,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,846.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,385.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031712763     MORTGAGORS: MORTON               WILLIAM
                               MORTON               KELLY
    REGION CODE    ADDRESS   : 4909 LONG POINT COURT
        01         CITY      :    RALEIGH
                   STATE/ZIP : NC  27604
    MORTGAGE AMOUNT :   239,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,213.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,633.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031712821     MORTGAGORS: ZAKHAREVICH          MICHAEL
                               ZAKHAREVICH          SOFIA
    REGION CODE    ADDRESS   : 1040 CONTINENTALS WAY #12
        01         CITY      :    BELMONT
                   STATE/ZIP : CA  94002
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,775.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,964.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 64.00000
    ----------------------------------------------------------------
0   0031713100     MORTGAGORS: AMENDT               BRIAN
                               AMENDT               CLAUDIA
    REGION CODE    ADDRESS   : 3093 PAVAN DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   242,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,061.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,652.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031713308     MORTGAGORS: GARCIA               THOMAS
                               GARCIA               KATHLEEN
    REGION CODE    ADDRESS   : 4841 DANBURY CIRCLE
        01         CITY      :    EL DORADO HILLS
                   STATE/ZIP : CA  95762
    MORTGAGE AMOUNT :   282,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,185.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,950.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.98600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,393,150.00
                               P & I AMT:      9,585.88  
                               UPB AMT:   1,392,081.55

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          137
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031713373     MORTGAGORS: WASILESKU            RAINER
                               WASILESKU            JORDANNA
    REGION CODE    ADDRESS   : 6053 RIDGEMOOR DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92120
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,688.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,936.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.36100
    ----------------------------------------------------------------
0   0031713423     MORTGAGORS: TURNER               STEPHEN
                               TURNER               SANDRA
    REGION CODE    ADDRESS   : 61 LENAPE ROAD,
        01         CITY      :    RICHBORO,
                   STATE/ZIP : PA  18954
    MORTGAGE AMOUNT :   276,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,792.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031713720     MORTGAGORS: PRAHL                WALTER
                               SHORE                SARAH
    REGION CODE    ADDRESS   : 37 MEADOWBROOK ROAD
        01         CITY      :    BOROUGH OF CHATHAM
                   STATE/ZIP : NJ  07928
    MORTGAGE AMOUNT :   372,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,569.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031713738     MORTGAGORS: GUREVITCH            ARNOLD
                               GUREVITCH            CAMILLE
    REGION CODE    ADDRESS   : 2586 GREENVALLEY ROAD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90046
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 52.17300
    ----------------------------------------------------------------
0   0031713944     MORTGAGORS: PAOLUCCI             FRANK

    REGION CODE    ADDRESS   : 410 WARWICK ROAD
        01         CITY      :    HADDONFIELD
                   STATE/ZIP : NJ  08033
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 42.97900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,668,300.00
                               P & I AMT:     11,391.66  
                               UPB AMT:   1,667,765.65

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          138
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031714223     MORTGAGORS: SKROBISZ             ZBIGNIEW
                               SKROBISZ             MARIA
    REGION CODE    ADDRESS   : 24595 WEST MIDDLE FORK
        01         CITY      :    DEER PARK
                   STATE/ZIP : IL  60010
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
0   0031714439     MORTGAGORS: KIUCHI               RAYMOND

    REGION CODE    ADDRESS   : 173 ARCHER DRIVE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031714512     MORTGAGORS: BAGLEY               BRIAN
                               BAGLEY               KATHERINE
    REGION CODE    ADDRESS   : 145 LUCINDA STREET
        01         CITY      :    SCOTTS VALLEY
                   STATE/ZIP : CA  95066
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,759.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,101.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.17200
    ----------------------------------------------------------------
0   0031714603     MORTGAGORS: LANCASTER            CAMERON
                               LANCASTER            CHERYL
    REGION CODE    ADDRESS   : 212 NORTH IRENA #B
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   337,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    337,230.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,273.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031714629     MORTGAGORS: NUTTER               GUY

    REGION CODE    ADDRESS   : 457 LINCOLN BOULEVARD
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90402
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    420,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,794.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 56.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,689,500.00
                               P & I AMT:     11,508.95  
                               UPB AMT:   1,688,989.84

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          139
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031714694     MORTGAGORS: KELLEY               KEVIN
                               KELLEY               PATRICIA
    REGION CODE    ADDRESS   : 2925 HERMOSITA DRIVE
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91208
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,762.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031714744     MORTGAGORS: FALL                 MARK
                               FALL                 JANE
    REGION CODE    ADDRESS   : 456 DAROCA AVE
        01         CITY      :    SAN GABRIEL
                   STATE/ZIP : CA  91775
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,294.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,728.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031714785     MORTGAGORS: BISHOP               RICHARD
                               BISHOP               A.
    REGION CODE    ADDRESS   : 9705 MILL RACE ESTATES DRIVE
        01         CITY      :    VIENNA
                   STATE/ZIP : VA  22182
    MORTGAGE AMOUNT :   560,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    559,552.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,772.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031714835     MORTGAGORS: BARKER               THOMAS
                               BARKER               ROBIN
    REGION CODE    ADDRESS   : 1235 CHARLES STREET
        01         CITY      :    PASADENA
                   STATE/ZIP : CA  91103
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    479,586.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,113.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031714876     MORTGAGORS: ERIKSSON             ERIK
                               ERIKSSON             EILEEN
    REGION CODE    ADDRESS   : 2209 DUSTAN ROAD
        01         CITY      :    HOUSTON
                   STATE/ZIP : TX  77005
    MORTGAGE AMOUNT :   416,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    416,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,767.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 77.03700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,032,500.00
                               P & I AMT:     13,619.34  
                               UPB AMT:   2,031,196.29

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          140
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031714934     MORTGAGORS: INGRAM               ARTHUR
                               INGRAM               DIANE
    REGION CODE    ADDRESS   : 2711 FAIRVIEW ROAD
        01         CITY      :    RALEIGH
                   STATE/ZIP : NC  27608
    MORTGAGE AMOUNT :   410,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    410,188.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,872.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 65.72800
    ----------------------------------------------------------------
0   0031714991     MORTGAGORS: BALDE                EDEN
                               BALDE                NOLANDO
    REGION CODE    ADDRESS   : 36121 CRYSTAL SPRINGS DRIVE
        01         CITY      :    NEWARK
                   STATE/ZIP : CA  94560
    MORTGAGE AMOUNT :   318,158.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,672.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,197.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------
0   0031715170     MORTGAGORS: MARSHALL             PAUL
                               MARSHALL             SALLY
    REGION CODE    ADDRESS   : 4 GARY COURT
        01         CITY      :    FLANDERS
                   STATE/ZIP : NJ  07836
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,799.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,887.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.41100
    ----------------------------------------------------------------
0   0031715337     MORTGAGORS: MOORE                JEFFREY
                               PETERSON-MOORE       LILLIAN
    REGION CODE    ADDRESS   : 137-137A ELODIA CIRCLE
        01         CITY      :    NAPA
                   STATE/ZIP : CA  94558
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,425.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031715444     MORTGAGORS: HERRITT              JAMES
                               HERRITT              CHERYL
    REGION CODE    ADDRESS   : 2017 LAKE HEATHER DRIVE
        01         CITY      :    BIRMINGHAM
                   STATE/ZIP : AL  35242
    MORTGAGE AMOUNT :   441,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    441,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,050.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,800,558.00
                               P & I AMT:     12,433.12  
                               UPB AMT:   1,799,260.29

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          141
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031715600     MORTGAGORS: PORTEUS              MEGAN

    REGION CODE    ADDRESS   : 2033 COMMODORE ROAD
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,619.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,453.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031715634     MORTGAGORS: LABITZKE             GEOFF
                               LABITZKE             ROBIN
    REGION CODE    ADDRESS   : 420 EVANS AVENUE
        01         CITY      :    SONOMA
                   STATE/ZIP : CA  95476
    MORTGAGE AMOUNT :   390,160.00  OPTION TO CONVERT :
    UNPAID BALANCE :    389,863.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,694.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031715873     MORTGAGORS: HIGGINS              SUSAN
                               HIGGINS              JOSEPH
    REGION CODE    ADDRESS   : 1568 SHRADER STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94117
    MORTGAGE AMOUNT :   385,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,593.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 71.96260
    ----------------------------------------------------------------
0   0031715881     MORTGAGORS: ANDERSON             CARL
                               ANDERSON             PAULA
    REGION CODE    ADDRESS   : 1378 HAMBLEN WAY
        01         CITY      :    COOL
                   STATE/ZIP : CA  95614
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,323.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031715956     MORTGAGORS: SHAW                 GREG
                               GRACE                MELODIE
    REGION CODE    ADDRESS   : 318 NORTH WINNIPEG PLACE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90814
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,777.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,944.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,798,660.00
                               P & I AMT:     12,353.77  
                               UPB AMT:   1,797,583.34

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          142
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031716095     MORTGAGORS: KNOLL                JEFFREY
                               KNOLL                YANIRA
    REGION CODE    ADDRESS   : 23006 PEACOCK COURT
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   397,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    396,666.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,608.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 69.04300
    ----------------------------------------------------------------
0   0031716343     MORTGAGORS: JACKSON              J
                               JACKSON              KANDI
    REGION CODE    ADDRESS   : 4220 OCEAN DRIVE
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    386,581.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,674.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.74000
    ----------------------------------------------------------------
0   0031716590     MORTGAGORS: DOYLE                TODD
                               DOYLE                LAURIE
    REGION CODE    ADDRESS   : 4728 PLUMMER COURT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,375.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,528.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 50.66600
    ----------------------------------------------------------------
0   0031716699     MORTGAGORS: ROONEY               WILLIAM
                               ROONEY               SUSAN
    REGION CODE    ADDRESS   : 12835 PARAPET WAY
        01         CITY      :    OAK HILL
                   STATE/ZIP : VA  20171
    MORTGAGE AMOUNT :   505,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    505,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,317.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 78.48100
    ----------------------------------------------------------------
0   0031716905     MORTGAGORS: MC NEIL              BRIAN
                               MC NEIL              SHARON
    REGION CODE    ADDRESS   : 26981 ESCONDIDO LANE
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92691
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,859.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.34100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,940,000.00
                               P & I AMT:     12,987.70  
                               UPB AMT:   1,933,623.07

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          143
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031716970     MORTGAGORS: RAND                 MARK

    REGION CODE    ADDRESS   : 6508 SUDBURY ROAD
        01         CITY      :    PLANO
                   STATE/ZIP : TX  75024
    MORTGAGE AMOUNT : 1,435,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :  1,434,012.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :    10,404.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   015
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031717010     MORTGAGORS: WILSON               KIMBERLY

    REGION CODE    ADDRESS   : 373 LAKE FORREST LANE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30342
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.15384
    ----------------------------------------------------------------
0   0031717077     MORTGAGORS: FRYE                 EDWARD
                               FRYE                 HELEN
    REGION CODE    ADDRESS   : UNIT 172 THE OAKS CONDOMINIUM
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06430
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,771.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,072.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.97500
    ----------------------------------------------------------------
0   0031717093     MORTGAGORS: CHO                  BRIAN
                               CHO                  HELEN
    REGION CODE    ADDRESS   : 2900 EAST CHEVY CHASE DR.
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91206
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,720.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,358.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 64.81400
    ----------------------------------------------------------------
0   0031717119     MORTGAGORS: STEVENS              DAVID

    REGION CODE    ADDRESS   : 2630 BAYSIDE LANE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92109
    MORTGAGE AMOUNT :   261,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 52.32000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,587,600.00
                               P & I AMT:     18,416.68  
                               UPB AMT:   2,586,104.28

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          144
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031717390     MORTGAGORS: MAGID                RONALD
                               PFEFFERMAN           NAOMI
    REGION CODE    ADDRESS   : 10607 WELLWORTH AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90024
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,397.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 60.83300
    ----------------------------------------------------------------
0   0031717416     MORTGAGORS: WOOSTER              MARK
                               WOOSTER              KATHERINE
    REGION CODE    ADDRESS   : 15989 CROWN VALLEY ROAD
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,447.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 55.55500
    ----------------------------------------------------------------
0   0031717846     MORTGAGORS: MAKARIAN             VAHIK

    REGION CODE    ADDRESS   : 815 EAST OLIVE AVENUE
        01         CITY      :    BURBANK
                   STATE/ZIP : CA  91501
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,300.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,813.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031718190     MORTGAGORS: BIGGER               JAMES
                               BIGGER               JENNIFER
    REGION CODE    ADDRESS   : 730 NORTH POND COURT
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   327,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    326,850.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,260.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
0   0031718596     MORTGAGORS: IKER                 MARTIN
                               IKER                 CYNTHIA
    REGION CODE    ADDRESS   : 7417 DARNOCH WAY
        01         CITY      :    WEST HILLS
                   STATE/ZIP : CA  91307
    MORTGAGE AMOUNT :   370,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,391.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,461.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.92100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,674,850.00
                               P & I AMT:     11,380.62  
                               UPB AMT:   1,673,542.20

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          145
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031718638     MORTGAGORS: LIU                  BYRON
                               LIU                  PAMELA
    REGION CODE    ADDRESS   : 8268 REGENCY DRIVE
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94588
    MORTGAGE AMOUNT :   584,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    582,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,885.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031719016     MORTGAGORS: WIDNEY               DOUGLAS

    REGION CODE    ADDRESS   : 1619 KING STREET
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.34200
    ----------------------------------------------------------------
0   0031719057     MORTGAGORS: LEWIS                JOHN

    REGION CODE    ADDRESS   : 9218 FIELDWOOD LANE
        01         CITY      :    FAIR OAKS
                   STATE/ZIP : CA  95628
    MORTGAGE AMOUNT :   283,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,036.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,979.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031719321     MORTGAGORS: CUNNINGHAM           ROBERT

    REGION CODE    ADDRESS   : 1183 BIG BASIN ROAD
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   228,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,651.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,574.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98000
    ----------------------------------------------------------------
0   0031719479     MORTGAGORS: GEOZIAN              JACK

    REGION CODE    ADDRESS   : 2660 CHARL PLACE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90046
    MORTGAGE AMOUNT :   318,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,269.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,196.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 63.60000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,688,100.00
                               P & I AMT:     11,606.07  
                               UPB AMT:   1,684,757.81

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          146
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031719529     MORTGAGORS: HIGASHI              KENT
                               HIGASHI              DIANA
    REGION CODE    ADDRESS   : 3310 N RANCHO EL ENCINO DRIVE
        01         CITY      :    COVINA
                   STATE/ZIP : CA  91724
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,555.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,937.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031719750     MORTGAGORS: KARAKOS              CHRISTOPHER
                               KARAKOS              JOYCE
    REGION CODE    ADDRESS   : 177 KONNER AVENUE
        01         CITY      :    MONTVILLE
                   STATE/ZIP : NJ  07045
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,319.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.06900
    ----------------------------------------------------------------
0   0031719784     MORTGAGORS: ASKINS               ROBERT
                               ASKINS               JAMIE
    REGION CODE    ADDRESS   : 118 THOMAS WOODS CT
        01         CITY      :    HUNTSVILLE
                   STATE/ZIP : AL  35806
    MORTGAGE AMOUNT :   256,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,194.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,727.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
0   0031719933     MORTGAGORS: WIENER               HAROLD
                               CAPLAN               HANNAH
    REGION CODE    ADDRESS   : 419 NEW CASTLE COURT
        01         CITY      :    MORGANVILLE
                   STATE/ZIP : NJ  07751
    MORTGAGE AMOUNT :   273,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,450.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.06734
    ----------------------------------------------------------------
0   0031720238     MORTGAGORS: SCHIELDGE            MARK
                               SCHIELDGE            JAMI
    REGION CODE    ADDRESS   : 5110 VISTA MONTANA
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   251,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,293.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,673.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.07400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,405,350.00
                               P & I AMT:      9,592.92  
                               UPB AMT:   1,404,494.35

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          147
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031720246     MORTGAGORS: CURRIER              JAMES
                               CURRIER              JANET
    REGION CODE    ADDRESS   : 45593 CAMINO RUBI
        01         CITY      :    TEMECULA
                   STATE/ZIP : CA  92592
    MORTGAGE AMOUNT :   270,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,388.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,845.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.98900
    ----------------------------------------------------------------
0   0031720329     MORTGAGORS: PHILLIPS             ROBERT
                               PHILLIPS             MICHELLE
    REGION CODE    ADDRESS   : 541 WALTER AVENUE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   261,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,690.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,764.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0031720550     MORTGAGORS: ASCHBRENNER          GENE
                               ASCHBRENNER          NINA
    REGION CODE    ADDRESS   : 515 CAMINO DE ORCHIDIA
        01         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92024
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    479,620.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,315.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 58.18100
    ----------------------------------------------------------------
0   0031720576     MORTGAGORS: WILCOX               THEODORE
                               WILCOX               LENORE
    REGION CODE    ADDRESS   : 130 SIXTH AVENUE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95062
    MORTGAGE AMOUNT :   519,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    519,592.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,770.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0031720667     MORTGAGORS: BAUMAN               RICHARD

    REGION CODE    ADDRESS   : 1201 ALVIRA STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90035
    MORTGAGE AMOUNT :   443,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    442,845.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,985.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,975,650.00
                               P & I AMT:     13,681.62  
                               UPB AMT:   1,974,137.21

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          148
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031720691     MORTGAGORS: MESA                 SCOTT
                               MESA                 KERRI
    REGION CODE    ADDRESS   : 451 SHEPHERD AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   314,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,748.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,115.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.33900
    ----------------------------------------------------------------
0   0031720725     MORTGAGORS: THOMAS               G
                               THOMAS               LAURA
    REGION CODE    ADDRESS   : 758 MILLBROOK LANE
        01         CITY      :    HAVERFORD
                   STATE/ZIP : PA  19041
    MORTGAGE AMOUNT :   283,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,931.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031720824     MORTGAGORS: LAKE                 JOHN
                               LAKE                 BARBARA
    REGION CODE    ADDRESS   : 16 MEADOWOOD DRIVE
        01         CITY      :    LARKSPUR
                   STATE/ZIP : CA  94939
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,358.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 44.87100
    ----------------------------------------------------------------
0   0031720931     MORTGAGORS: HARMS                MICHAEL
                               HARMS                EVELYN
    REGION CODE    ADDRESS   : 1837 SEADRIFT DRIVE
        01         CITY      :    CORONA DEL MAR
                   STATE/ZIP : CA  92625
    MORTGAGE AMOUNT :   503,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    503,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,560.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 68.90400
    ----------------------------------------------------------------
0   0031721186     MORTGAGORS: BOYD                 CRAIG
                               BOYD                 MARY JO
    REGION CODE    ADDRESS   : 386 FAIRVIEW AVENUE
        01         CITY      :    WINNETKA
                   STATE/ZIP : IL  60093
    MORTGAGE AMOUNT :   530,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    530,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,615.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.64700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,980,200.00
                               P & I AMT:     13,581.17  
                               UPB AMT:   1,979,948.90

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          149
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031721269     MORTGAGORS: KRONSBURG            MICHEAL

    REGION CODE    ADDRESS   : 2032 PRIMROSE AVENUE
        01         CITY      :    SOUTH PASADENA
                   STATE/ZIP : CA  91030
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,048.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031722358     MORTGAGORS: QUINN                JANNIE
                               GYORFFY              LASZLO
    REGION CODE    ADDRESS   : 5228 BELA DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   488,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    487,619.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,329.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031722572     MORTGAGORS: LEONG                MING
                               LEONG                SOEISNA
    REGION CODE    ADDRESS   : 16435 W. MOZART WAY
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95032
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,621.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,956.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 69.23000
    ----------------------------------------------------------------
0   0031722671     MORTGAGORS: TATE                 LAURENCE
                               TATE                 MARIANN
    REGION CODE    ADDRESS   : 3171 FERNCREEK LANE
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92027
    MORTGAGE AMOUNT :   268,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,550.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,879.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0031722713     MORTGAGORS: KNIPPLEBERG          KIMBERLY
                               FETZER               TERRY
    REGION CODE    ADDRESS   : 1534 SLEEPING INDIAN ROAD
        01         CITY      :    FALLBROOK
                   STATE/ZIP : CA  92028
    MORTGAGE AMOUNT :   285,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,365.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,900.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,796,350.00
                               P & I AMT:     12,112.54  
                               UPB AMT:   1,795,157.71

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          150
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031722861     MORTGAGORS: WEINER               DAVID

    REGION CODE    ADDRESS   : 8815 WONDERLAND AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90046
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,978.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.37700
    ----------------------------------------------------------------
0   0031722978     MORTGAGORS: MC ELLIS             JAMES
                               MC ELLIS             PATRICIA
    REGION CODE    ADDRESS   : 9714 BOTHWELL ROAD
        01         CITY      :    NORTHRIDGE
                   STATE/ZIP : CA  91324
    MORTGAGE AMOUNT :   345,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,309.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,270.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031722994     MORTGAGORS: ROBERTS              JAMES
                               ROBERTS              CAROL
    REGION CODE    ADDRESS   : 848 EAST MOUNTAIN VIEW AVENUE
        01         CITY      :    GLENDORA
                   STATE/ZIP : CA  91741
    MORTGAGE AMOUNT :   249,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,850.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,768.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031723026     MORTGAGORS: GARCIA               MICHAEL
                               GARCIA               LINDA
    REGION CODE    ADDRESS   : 640 EAST HILLSIDE
        01         CITY      :    BARRINGTON
                   STATE/ZIP : IL  60010
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.61572
    ----------------------------------------------------------------
0   0031723489     MORTGAGORS: PARK                 JI
                               PARK                 HEA
    REGION CODE    ADDRESS   : 235 S TOWER DRIVE #202
        01         CITY      :    BEVERLY HILLS
                   STATE/ZIP : CA  90211
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,792.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,814.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,479,450.00
                               P & I AMT:     10,069.22  
                               UPB AMT:   1,478,952.14

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          151
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031723661     MORTGAGORS: WILSON               JONATHAN

    REGION CODE    ADDRESS   : 4604 MYSTIC DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30342
    MORTGAGE AMOUNT :   274,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,656.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,895.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031724289     MORTGAGORS: MUELLER              SCOTT
                               MUELLER              LYNN
    REGION CODE    ADDRESS   : 21 SPRING LANE
        01         CITY      :    BARRINGTON HILLS
                   STATE/ZIP : IL  60010
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,326.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,284.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031724297     MORTGAGORS: ANDERSON             TIMOTHY
                               ANDERSON             KATHERINE
    REGION CODE    ADDRESS   : 12529 ANAND BROOK DRIVE
        01         CITY      :    ORLAND PARK
                   STATE/ZIP : IL  60462
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,404.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,796.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.28600
    ----------------------------------------------------------------
0   0031724321     MORTGAGORS: ZORN                 RANDY
                               ZORN                 MICHELLE
    REGION CODE    ADDRESS   : 4415 WEST 233RD STREET
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,787.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,855.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031724339     MORTGAGORS: SMOLLEN              JOHN
                               SMOLLEN              ELEANOR
    REGION CODE    ADDRESS   : 3527 NORTH JANSSEN AVENUE
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60657
    MORTGAGE AMOUNT :   404,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,893.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,830.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,815,300.00
                               P & I AMT:     12,662.87  
                               UPB AMT:   1,812,068.28

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          152
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031724479     MORTGAGORS: RUEHL                MICHAEL
                               RUEHL                BRENDA
    REGION CODE    ADDRESS   : 875 W GOODRICH PLACE
        01         CITY      :    PALATINE
                   STATE/ZIP : IL  60067
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,401.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.40000
    ----------------------------------------------------------------
0   0031724503     MORTGAGORS: SKELTON              PATRICK
                               SKELTON              MARGARET
    REGION CODE    ADDRESS   : 200 S. PARK ROAD
        01         CITY      :    LAGRANGE
                   STATE/ZIP : IL  60525
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,455.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,654.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 57.87000
    ----------------------------------------------------------------
0   0031724511     MORTGAGORS: DEFORGE              MICHAEL
                               DEFORGE              LAURA
    REGION CODE    ADDRESS   : 2314 WEST MELROSE
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60618
    MORTGAGE AMOUNT :   330,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,409.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,310.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031724529     MORTGAGORS: MABBUN               PABLO

    REGION CODE    ADDRESS   : 2215 DELORE DR.
        01         CITY      :    MCHENRY
                   STATE/ZIP : IL  60050
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,255.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.51600
    ----------------------------------------------------------------
0   0031724594     MORTGAGORS: DORR                 IDA
                               DORR                 ROBERT
    REGION CODE    ADDRESS   : 10767 INSPIRATION CIRCLE
        01         CITY      :    DUBLIN
                   STATE/ZIP : CA  94568
    MORTGAGE AMOUNT :   440,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    440,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,003.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,912,650.00
                               P & I AMT:     13,330.69  
                               UPB AMT:   1,909,772.75

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          153
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031724685     MORTGAGORS: BIRD                 CHRISTOPHER

    REGION CODE    ADDRESS   : 13233 GLASGOW PLACE
        01         CITY      :    HAWTHORNE
                   STATE/ZIP : CA  90250
    MORTGAGE AMOUNT :   237,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,409.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,600.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031724875     MORTGAGORS: FREDRICKSON          ROBERT
                               FREDRICKSON          SUSAN
    REGION CODE    ADDRESS   : 3080 VALLEYWOOD COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   281,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,041.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,966.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.11538
    ----------------------------------------------------------------
0   0031725013     MORTGAGORS: CASEY                SHAWN
                               CASEY                LINDA
    REGION CODE    ADDRESS   : 90 CARLTON DRIVE
        01         CITY      :    DEL REY OAKS
                   STATE/ZIP : CA  93940
    MORTGAGE AMOUNT :   313,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,255.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,138.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.46300
    ----------------------------------------------------------------
0   0031725476     MORTGAGORS: STEADMAN             RANDY
                               STEADMAN             DEBRA
    REGION CODE    ADDRESS   : 17307 NE 26TH COURT
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98052
    MORTGAGE AMOUNT :   372,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    371,730.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,633.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031725526     MORTGAGORS: PATCH                BENJAMIN
                               PATCH                ELLEN
    REGION CODE    ADDRESS   : 63 OLD NORWALK ROAD
        01         CITY      :    NEW CANAAN
                   STATE/ZIP : CT  06840
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    480,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,233.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,684,350.00
                               P & I AMT:     11,572.77  
                               UPB AMT:   1,683,437.44

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          154
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031725856     MORTGAGORS: MCCRANN              LAWRENCE

    REGION CODE    ADDRESS   : 10 HALLACHER DRIVE
        01         CITY      :    NORTHPORT
                   STATE/ZIP : NY  11768
    MORTGAGE AMOUNT :   385,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,782.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/23
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.14100
    ----------------------------------------------------------------
0   0031726029     MORTGAGORS: JETER                VICTOR
                               JETER                BONNIE
    REGION CODE    ADDRESS   : 2216 HUNTINGTON LANE B
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   329,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,137.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031726284     MORTGAGORS: BAIM                 GARY
                               BAIM                 LINDA
    REGION CODE    ADDRESS   : 17156 BALLINGER STREET
        01         CITY      :    NORTHRIDGE
                   STATE/ZIP : CA  91325
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,713.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,596.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031726540     MORTGAGORS: MATHEWS              JOHN
                               MATHEWS              DETRA
    REGION CODE    ADDRESS   : 875 SOUTH SWALLOW WAY
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,711.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,341.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031726573     MORTGAGORS: COX                  MICHAEL
                               COX                  PATRICIA
    REGION CODE    ADDRESS   : 10341 GLENVIEW AVENUE
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,072.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 48.38700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,742,600.00
                               P & I AMT:     11,931.43  
                               UPB AMT:   1,742,025.35

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          155
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031726623     MORTGAGORS: HILL                 BARTON
                               HILL                 N.
    REGION CODE    ADDRESS   : 2231 PINE STREET
        01         CITY      :    BAKERSFIELD
                   STATE/ZIP : CA  93301
    MORTGAGE AMOUNT :   413,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    412,685.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,852.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.92400
    ----------------------------------------------------------------
0   0031726698     MORTGAGORS: ERLE                 STEVE

    REGION CODE    ADDRESS   : 2536 CANYON DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90068
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,666.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,146.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031726706     MORTGAGORS: RAFAELOFF            FARZANEH

    REGION CODE    ADDRESS   : 464 SOUTH HAMEL ROAD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90048
    MORTGAGE AMOUNT :   525,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    524,590.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,581.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031726797     MORTGAGORS: MANTLE               GREGORY
                               MANTLE               MARY
    REGION CODE    ADDRESS   : 8145 E. WHISPERING WIND DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85255
    MORTGAGE AMOUNT :   440,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    440,550.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,042.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031726813     MORTGAGORS: LACY                 HAROLD
                               LACY                 LYNNE
    REGION CODE    ADDRESS   : 3291 BACCARAT STREET
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   303,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,769.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,092.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.31900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,131,550.00
                               P & I AMT:     14,715.91  
                               UPB AMT:   2,130,261.66

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          156
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031726854     MORTGAGORS: HAHN                 BRENT
                               HAHN                 BOBBI
    REGION CODE    ADDRESS   : 1533 NORMAN AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031726953     MORTGAGORS: MARRA                ANTHONY
                               MARRA                DANNIELLE
    REGION CODE    ADDRESS   : 263 AVENIDA DE MONACO
        01         CITY      :    CARDIFF
                   STATE/ZIP : CA  92007
    MORTGAGE AMOUNT :   389,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    389,196.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,657.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.12900
    ----------------------------------------------------------------
0   0031726979     MORTGAGORS: TALLEUR              WAYNE
                               TALLUER              JANICE
    REGION CODE    ADDRESS   : 18682 LOCKSLEY STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92128
    MORTGAGE AMOUNT :   308,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,132.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031727183     MORTGAGORS: RASINSKI             EDWARD
                               RASINSKI             LISA
    REGION CODE    ADDRESS   : 228 MONROE AVENUE
        01         CITY      :    MONTGOMERY TOWNSHIP
                   STATE/ZIP : NJ  08502
    MORTGAGE AMOUNT :   408,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    407,681.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,783.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 84.38400
    ----------------------------------------------------------------
0   0031727308     MORTGAGORS: JACKSON              IVAN
                               JACKSON              BEVERLY
    REGION CODE    ADDRESS   : 6 BELLE OAK ROAD
        01         CITY      :    DOTHAN
                   STATE/ZIP : AL  36303
    MORTGAGE AMOUNT :   382,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    382,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,573.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 59.46400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,780,300.00
                               P & I AMT:     12,188.48  
                               UPB AMT:   1,779,677.87

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          157
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031727563     MORTGAGORS: KETTERER             TODD
                               KETTERER             LISE
    REGION CODE    ADDRESS   : 10 OSPREY AVENUE
        01         CITY      :    ALISO VIEJO
                   STATE/ZIP : CA  92656
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,800.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031727670     MORTGAGORS: TODD                 KNOX
                               KAPLAN               CAROLYN
    REGION CODE    ADDRESS   : 1125 OXFORD ROAD
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30306
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    420,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,794.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031727852     MORTGAGORS: SEALS                DANIEL
                               SEALS                DIANE
    REGION CODE    ADDRESS   : 1433 KEEL DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92625
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    479,625.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,274.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031727910     MORTGAGORS: CLEMENT              PETER

    REGION CODE    ADDRESS   : 519 ROSE LANE
        01         CITY      :    HAVERFORD
                   STATE/ZIP : PA  19041
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,786.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,933.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 57.73100
    ----------------------------------------------------------------
0   0031727951     MORTGAGORS: MC CLAREN            GAVIN
                               MC CLAREN            NORA
    REGION CODE    ADDRESS   : 1382 CALLE CHRISTOPHER
        01         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92024
    MORTGAGE AMOUNT :   269,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,705,600.00
                               P & I AMT:     11,634.07  
                               UPB AMT:   1,704,812.78

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          158
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031728082     MORTGAGORS: BUEHLER              KNUTE
                               BUEHLER              PATRICIA
    REGION CODE    ADDRESS   : 1122 NW FOXWOOD
        01         CITY      :    BEND
                   STATE/ZIP : OR  97701
    MORTGAGE AMOUNT :   561,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    561,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,784.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0031728132     MORTGAGORS: SHAHNAZAROV          ANDREI

    REGION CODE    ADDRESS   : 806 RIVERBANK ROAD
        01         CITY      :    STAMFORD
                   STATE/ZIP : CT  06903
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,678.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,810.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031728538     MORTGAGORS: SCHMIDT              MARTIN
                               SCHMIDT              DONNA
    REGION CODE    ADDRESS   : 4623 BLACKFOOT AVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92117
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,789.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,906.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031728546     MORTGAGORS: DEVERAUX             DANNY
                               DEVERAUX             SALLY
    REGION CODE    ADDRESS   : 5800 IMPALA TRAIL
        01         CITY      :    SANTA MARIA
                   STATE/ZIP : CA  93455
    MORTGAGE AMOUNT :   306,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,064.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031728553     MORTGAGORS: BOECK                WILLIAM
                               BOECK                MARIE
    REGION CODE    ADDRESS   : 6568 WEST 81ST STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   232,160.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,160.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,683.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,788,260.00
                               P & I AMT:     12,248.72  
                               UPB AMT:   1,787,728.58

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          159
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031728579     MORTGAGORS: NEVINS               GREGORY

    REGION CODE    ADDRESS   : 3811-3813 18TH STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94114
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,062.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 62.76500
    ----------------------------------------------------------------
0   0031728637     MORTGAGORS: WARGO                WILLIAM
                               BARNETT              LYNNE
    REGION CODE    ADDRESS   : 636 GEORGINE ROAD
        01         CITY      :    FALLBROOK
                   STATE/ZIP : CA  92028
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,792.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,957.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031728645     MORTGAGORS: YATES                CHARLES

    REGION CODE    ADDRESS   : 745 PINELEAF COURT
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30022
    MORTGAGE AMOUNT :   637,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    636,603.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,346.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0031728702     MORTGAGORS: WALKER               SCOTT
                               WALKER               KIMBERLY
    REGION CODE    ADDRESS   : 640 LANINI DRIVE
        01         CITY      :    HOLLISTER
                   STATE/ZIP : CA  95023
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031728868     MORTGAGORS: BAGLAY               ROMAN
                               KULIKOVA             LARISA
    REGION CODE    ADDRESS   : 6606 DEVONSHIRE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,700.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,824.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.81400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,916,100.00
                               P & I AMT:     13,314.85  
                               UPB AMT:   1,914,878.23

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          160
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031729213     MORTGAGORS: NATIVIDAD            FRANK
                               NATIVIDAD            LILLY
    REGION CODE    ADDRESS   : 824 ADELITA STREET
        01         CITY      :    MONTEBELLO
                   STATE/ZIP : CA  90640
    MORTGAGE AMOUNT :   261,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,065.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,871.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031729437     MORTGAGORS: YOKIM                SCOTT
                               YOKIM                SHERRY
    REGION CODE    ADDRESS   : 10501 WARWICK AVENUE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 93.77000
    ----------------------------------------------------------------
0   0031729825     MORTGAGORS: GOMEZ                FRANK
                               GONZALEZ-GOMEZ       LILIA
    REGION CODE    ADDRESS   : 20938 BLACK STALLION PLACE
        01         CITY      :    LOS ANGELES COUNTY
                   STATE/ZIP : CA  91724
    MORTGAGE AMOUNT :   290,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,215.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,984.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0031729908     MORTGAGORS: HANSEN               TIMOTHY
                               HERRERA              VERONICA
    REGION CODE    ADDRESS   : 772 SADDLEBACK CIRCLE
        01         CITY      :    LIVERMORE,
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   254,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,296.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,714.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.98200
    ----------------------------------------------------------------
0   0031730161     MORTGAGORS: RUGINIS              ALGIS
                               RUGINIS              CINDY
    REGION CODE    ADDRESS   : 2684 FOX RIVER LANE
        01         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60565
    MORTGAGE AMOUNT :   235,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,592.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,626.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 62.80000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,328,150.00
                               P & I AMT:      9,148.28  
                               UPB AMT:   1,326,170.02

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          161
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031730401     MORTGAGORS: BROOKS               GARY
                               BROOKS               SHIREEN
    REGION CODE    ADDRESS   : 14750 SUNRISE HILLS ROAD
        01         CITY      :    RIVERSIDE
                   STATE/ZIP : CA  92508
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.20000
    ----------------------------------------------------------------
0   0031730450     MORTGAGORS: MCCARTER             WILLIAM
                               MCCARTER             DENISE
    REGION CODE    ADDRESS   : 37099 OAK GLEN ROAD
        01         CITY      :    YUCAIPA
                   STATE/ZIP : CA  92399
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,017.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.08200
    ----------------------------------------------------------------
0   0031730542     MORTGAGORS: LACURTO              JOSEPH
                               ANDERSON             PHYLLIS
    REGION CODE    ADDRESS   : 6408 LITTLE LEIGH WAY
        01         CITY      :    CABIN JOHN
                   STATE/ZIP : MD  20818
    MORTGAGE AMOUNT :   414,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    414,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,862.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031731086     MORTGAGORS: YOO                  HO

    REGION CODE    ADDRESS   : 2704 SOUTH GEORGE LANE
        01         CITY      :    DIAMOND BAR
                   STATE/ZIP : CA  91789
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,813.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031731243     MORTGAGORS: HESCHONG             ERIC

    REGION CODE    ADDRESS   : 13457 MAGNOLIA BOULEVARD
        01         CITY      :    SHERMAN OAKS
                   STATE/ZIP : CA  91423
    MORTGAGE AMOUNT :   278,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,899.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.77000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,508,800.00
                               P & I AMT:     10,536.78  
                               UPB AMT:   1,508,613.67

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          162
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031731276     MORTGAGORS: HILL                 DAVID
                               HILL                 JANICE
    REGION CODE    ADDRESS   : 74 RAPHAEL DRIVE
        01         CITY      :    IRWIN
                   STATE/ZIP : PA  15642
    MORTGAGE AMOUNT :   236,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,650.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,554.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 89.99500
    ----------------------------------------------------------------
0   0031731300     MORTGAGORS: OMOHUNDRO            WILLIAM
                               OMOHUNDRO            JIN JA
    REGION CODE    ADDRESS   : 3030 COUNTRY LANE
        01         CITY      :    WILMETTE
                   STATE/ZIP : IL  60091
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,841.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 49.09000
    ----------------------------------------------------------------
0   0031731359     MORTGAGORS: HANCOCK              JOHN
                               HANCOCK              VIRGINIA
    REGION CODE    ADDRESS   : 88 NORTH COVE ROAD
        01         CITY      :    OLD SAYBROOK
                   STATE/ZIP : CT  06475
    MORTGAGE AMOUNT :   398,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,647.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.74100
    ----------------------------------------------------------------
0   0031731433     MORTGAGORS: LINK                 ROBERT
                               LINK                 RUTH
    REGION CODE    ADDRESS   : 14608 SUMMIT OAKS DRIVE
        01         CITY      :    BURNSVILLE
                   STATE/ZIP : MN  55337
    MORTGAGE AMOUNT :   287,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,120.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.99100
    ----------------------------------------------------------------
0   0031731581     MORTGAGORS: DRISCOLL             EDMUND
                               DRISCOLL             JANICE
    REGION CODE    ADDRESS   : 3206 NAVY LANE
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20171
    MORTGAGE AMOUNT :   450,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    450,302.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,885.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,642,700.00
                               P & I AMT:     10,866.25  
                               UPB AMT:   1,642,072.55

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          163
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031732084     MORTGAGORS: CRAIG                ANDREW
                               CRAIG                MARILYN
    REGION CODE    ADDRESS   : 4635 SW DOGWOOD DRIVE
        01         CITY      :    LAKE OSWEGO
                   STATE/ZIP : OR  97035
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,360.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,353.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   03/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.88800
    ----------------------------------------------------------------
0   0031732092     MORTGAGORS: ALTSHULER            MAURICE
                               ALTSHULER            LA VERNE
    REGION CODE    ADDRESS   : 17591 LA BRISA
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  90267
    MORTGAGE AMOUNT :   515,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    514,588.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,469.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 68.12100
    ----------------------------------------------------------------
0   0031732258     MORTGAGORS: THOMPSON             JESSE
                               THOMPSON             KRISTIE
    REGION CODE    ADDRESS   : 122 DEERTRAIL CIRCLE
        01         CITY      :    ARROYO GRANDE
                   STATE/ZIP : CA  93420
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,813.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031732704     MORTGAGORS: HASKELL              JOSEPHINE
                               HASKELL              RICHARD
    REGION CODE    ADDRESS   : 1634 SOUTH MAYFLOWER AVENUE
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91006
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,799.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,887.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.79200
    ----------------------------------------------------------------
0   0031732753     MORTGAGORS: HOPE                 ROBERT
                               HOPE                 APRIL
    REGION CODE    ADDRESS   : 264 AVENIDA DE LA VEREDA
        01         CITY      :    OJAI AREA
                   STATE/ZIP : CA  93023
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,796.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,717.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,647,500.00
                               P & I AMT:     11,242.05  
                               UPB AMT:   1,645,044.46

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          164
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031732837     MORTGAGORS: GREEN                MICHAEL
                               LARSON               EVA
    REGION CODE    ADDRESS   : 84 NORTH SUNNYVISTA AVENUE
        01         CITY      :    AGOURA AREA
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,910.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031733272     MORTGAGORS: REUTER               ELLEN

    REGION CODE    ADDRESS   : 1063 REDMOND AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,852.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.94100
    ----------------------------------------------------------------
0   0031733645     MORTGAGORS: KING                 MARTIN
                               KING                 ELLEN
    REGION CODE    ADDRESS   : 1277 N. NORMAN PLACE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90049
    MORTGAGE AMOUNT :   850,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    850,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,943.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   015
    LTV :                 73.91300
    ----------------------------------------------------------------
0   0031734163     MORTGAGORS: ROGERS               LEE
                               ROGERS               JULIE
    REGION CODE    ADDRESS   : 1129 CAPITOL DRIVE #12, SAN PEDRO A
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90732
    MORTGAGE AMOUNT :   234,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,617.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0031734296     MORTGAGORS: SMITH                EDWARD
                               SMITH                LINDA
    REGION CODE    ADDRESS   : 2520 VICTORIA CIRCLE
        01         CITY      :    ALPINE
                   STATE/ZIP : CA  91901
    MORTGAGE AMOUNT :   249,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 88.92800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,878,200.00
                               P & I AMT:     13,107.77  
                               UPB AMT:   1,878,200.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          165
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031734312     MORTGAGORS: DEMOTT               MICHAEL
                               DEMOTT               DEBORAH
    REGION CODE    ADDRESS   : 2288 WEST VIEW STREET
        01         CITY      :    FALLBROOK
                   STATE/ZIP : CA  92028
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031734387     MORTGAGORS: SHENOY               ARAVIND
                               SHENOY               BEENA
    REGION CODE    ADDRESS   : 11906 SHOSHONE AVENUE
        01         CITY      :    GRANADA HILLS AREA
                   STATE/ZIP : CA  91344
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,760.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,021.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.76700
    ----------------------------------------------------------------
0   0031734395     MORTGAGORS: LARKIN               JOSEPH

    REGION CODE    ADDRESS   : 43 THE FAIRWAYS
        01         CITY      :    IPSWICH
                   STATE/ZIP : MA  01938
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,762.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031734536     MORTGAGORS: HENDRICK             CHRISTA
                               KETTLE               CELIA
    REGION CODE    ADDRESS   : 3244 CHESHIRE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95118
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,793.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,676.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031734551     MORTGAGORS: WELLS                MICHAEL
                               WELLS                CINDY
    REGION CODE    ADDRESS   : 28057 CROCO PLACE
        01         CITY      :    SANTA CLARITA
                   STATE/ZIP : CA  91351
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,788.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,785.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 72.60200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,477,000.00
                               P & I AMT:     10,041.53  
                               UPB AMT:   1,476,341.62

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          166
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031734569     MORTGAGORS: BEAVERS              KAREN

    REGION CODE    ADDRESS   : 1698 MOROCCO DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,992.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.67400
    ----------------------------------------------------------------
0   0031734577     MORTGAGORS: ZITO                 TERRENCE
                               ZITO                 BARBARA
    REGION CODE    ADDRESS   : 166 17 MILE DRIVE
        01         CITY      :    PACIFIC GROVE
                   STATE/ZIP : CA  93950
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,728.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,373.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
0   0031734593     MORTGAGORS: MERLO                MICHAEL
                               MERLO                LYNNETTE
    REGION CODE    ADDRESS   : 23032 WEYMOUTH PLACE
        01         CITY      :    VALENCIA AREA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,765.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,046.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.94900
    ----------------------------------------------------------------
0   0031734916     MORTGAGORS: JONES                MICHAEL
                               JONES                ROBERTA
    REGION CODE    ADDRESS   : 29 ISLAND PARK
        01         CITY      :    MONKEY ISLAND
                   STATE/ZIP : OK  74331
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,762.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031734965     MORTGAGORS: KIM                  JAMES

    REGION CODE    ADDRESS   : 2063 W 245TH STREET
        01         CITY      :    LOMITA
                   STATE/ZIP : CA  90717
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,833.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,690.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,489,000.00
                               P & I AMT:     10,341.48  
                               UPB AMT:   1,488,090.44

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          167
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031734999     MORTGAGORS: FEDER                DAVID
                               FEDER                JENNIE
    REGION CODE    ADDRESS   : 7732 QUITASOL STREET
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   279,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,933.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0031735061     MORTGAGORS: KELLY                FRANK
                               KELLY                BRIGITTE
    REGION CODE    ADDRESS   : 809 GREENRIDGE ROAD
        01         CITY      :    CORONA
                   STATE/ZIP : CA  91720
    MORTGAGE AMOUNT :   235,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,466.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,607.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.99400
    ----------------------------------------------------------------
0   0031735137     MORTGAGORS: SCHULTZ              JEFFREY

    REGION CODE    ADDRESS   : 5 BYRON NELSON COURT
        01         CITY      :    NEWNAN
                   STATE/ZIP : GA  30265
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,664.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 83.80200
    ----------------------------------------------------------------
0   0031735194     MORTGAGORS: DAMPF                RICHARD
                               DAMPF                VANESSA
    REGION CODE    ADDRESS   : 30 KENSETT AVENUE
        01         CITY      :    NORWALK
                   STATE/ZIP : CT  06851
    MORTGAGE AMOUNT :   444,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    443,653.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,028.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031735251     MORTGAGORS: BARKIN               JAMES
                               BARKIN               WENDY
    REGION CODE    ADDRESS   : 5115 WILD GINGER COVE
        01         CITY      :    NORCROSS
                   STATE/ZIP : GA  30092
    MORTGAGE AMOUNT :   321,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,342.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,166.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,519,150.00
                               P & I AMT:     10,400.42  
                               UPB AMT:   1,518,362.63

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          168
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031735269     MORTGAGORS: GESING               ROBERT
                               GESING               CHERYL
    REGION CODE    ADDRESS   : 205 PARADISE VALLEY DRIVE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : OH  43001
    MORTGAGE AMOUNT :   465,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    464,272.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,172.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.40200
    ----------------------------------------------------------------
0   0031735319     MORTGAGORS: SMITH                LOVENA

    REGION CODE    ADDRESS   : 13710 HIGHLAND ROAD
        01         CITY      :    CLARKSVILLE
                   STATE/ZIP : MD  21029
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,057.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,724.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031735335     MORTGAGORS: KROENCKE             DAVID
                               KROENCKE             LISA
    REGION CODE    ADDRESS   : 4221 COLGATE AVENUE
        01         CITY      :    UNIVERSITY PARK
                   STATE/ZIP : TX  75225
    MORTGAGE AMOUNT :   519,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    518,584.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031735418     MORTGAGORS: HUBBARD              CHARLES
                               HUBBARD              ROSEMARIE
    REGION CODE    ADDRESS   : 13706 LOST CREEK ROAD
        01         CITY      :    TOMBALL
                   STATE/ZIP : TX  77375
    MORTGAGE AMOUNT :   347,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,293.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,281.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 78.93100
    ----------------------------------------------------------------
0   0031735491     MORTGAGORS: CARRERA              IVAN
                               CARRERA              YOLANDA
    REGION CODE    ADDRESS   : 18302 WICKHAM ROAD
        01         CITY      :    OLNEY
                   STATE/ZIP : MD  20832
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,069.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,501.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,969,800.00
                               P & I AMT:     13,176.21  
                               UPB AMT:   1,966,278.83

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          169
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031735517     MORTGAGORS: KANG                 CHONG
                               KANG                 IN
    REGION CODE    ADDRESS   : 2858 CONGRESS ROAD
        01         CITY      :    PEBBLE BEACH
                   STATE/ZIP : CA  93953
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    480,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,315.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.75900
    ----------------------------------------------------------------
0   0031735558     MORTGAGORS: PRATUCH              VINCENT
                               PRATUCH              PATRICIA
    REGION CODE    ADDRESS   : 6292 RED FOX ESTATES COURT
        01         CITY      :    SPRINGFIELD
                   STATE/ZIP : VA  22152
    MORTGAGE AMOUNT :   281,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,372.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,178.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   06/01/18
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 72.00881
    ----------------------------------------------------------------
0   0031735814     MORTGAGORS: SCHWARTZ             DAVID
                               SCHWARTZ             ESTHER
    REGION CODE    ADDRESS   : 100 RODEO DRIVE
        01         CITY      :    OYSTER BAY COVE
                   STATE/ZIP : NY  11791
    MORTGAGE AMOUNT :   370,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,696.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,461.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 30.20400
    ----------------------------------------------------------------
0   0031735921     MORTGAGORS: PAZZI                CHARLES
                               PAZZI                KAREN
    REGION CODE    ADDRESS   : 16255 SHAKE RIDGE ROAD
        01         CITY      :    SUTTER CREEK
                   STATE/ZIP : CA  95685
    MORTGAGE AMOUNT :   276,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,639.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,912.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.82400
    ----------------------------------------------------------------
0   0031736267     MORTGAGORS: CARRILLO             MARCO
                               HEDGES-CARRILLO      MARY
    REGION CODE    ADDRESS   : 8021 WINSFORD AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,299.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,749.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,664,350.00
                               P & I AMT:     11,617.36  
                               UPB AMT:   1,662,008.22

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          170
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031736549     MORTGAGORS: PRATT                HENRY
                               STALL                DEBORAH
    REGION CODE    ADDRESS   : 5642 WEST GARY DRIVE
        01         CITY      :    CHANDLER
                   STATE/ZIP : AZ  85226
    MORTGAGE AMOUNT :   256,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,299.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,749.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031736622     MORTGAGORS: LUCE                 JOHN
                               LUCE                 RAE
    REGION CODE    ADDRESS   : 734 OAKDALE AVENUE
        01         CITY      :    MONROVIA
                   STATE/ZIP : CA  91016
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,318.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031736697     MORTGAGORS: IVERSON              JAMES
                               IVERSON              ETHEL
    REGION CODE    ADDRESS   : 7915 ROYAL ST.EAST UNIT 4
        01         CITY      :    PARK CITY
                   STATE/ZIP : UT  84060
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,410.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 25.00000
    ----------------------------------------------------------------
0   0031736820     MORTGAGORS: SOTTILE              SCOTT

    REGION CODE    ADDRESS   : 86 LOCKWOOD RD
        01         CITY      :    RIVERSIDE
                   STATE/ZIP : CT  06878
    MORTGAGE AMOUNT :   511,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    511,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,529.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031736846     MORTGAGORS: KANESHIRO            ALAN

    REGION CODE    ADDRESS   : 2825 PLAZA DEL AMO NO.180
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90503
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 69.56500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,746,000.00
                               P & I AMT:     12,077.46  
                               UPB AMT:   1,745,618.42

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          171
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031736952     MORTGAGORS: GARNER               WILLIAM
                               GARNER               ANGELA
    REGION CODE    ADDRESS   : 104 HUNTLY LANE
        01         CITY      :    MOORESVILLE
                   STATE/ZIP : NC  28115
    MORTGAGE AMOUNT :   240,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,357.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,620.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.98700
    ----------------------------------------------------------------
0   0031737067     MORTGAGORS: MASTERSON            MARK

    REGION CODE    ADDRESS   : 302 18TH STREET
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   416,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    416,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,908.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.63600
    ----------------------------------------------------------------
0   0031737208     MORTGAGORS: YOUT                 WILLIAM

    REGION CODE    ADDRESS   : 6 LONGVIEW DRIVE
        01         CITY      :    BOW
                   STATE/ZIP : NH  03304
    MORTGAGE AMOUNT :   244,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,649.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031737364     MORTGAGORS: TAM                  STEPHEN
                               TAM                  PATRICIA
    REGION CODE    ADDRESS   : 6286 SIERRA SIENA ROAD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,391.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.53100
    ----------------------------------------------------------------
0   0031737547     MORTGAGORS: FORTES               CESAR

    REGION CODE    ADDRESS   : 9795 LA CIENEGA STREET
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89123
    MORTGAGE AMOUNT :   292,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,727.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,023.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.99300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,549,300.00
                               P & I AMT:     10,593.65  
                               UPB AMT:   1,548,884.73

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          172
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031737737     MORTGAGORS: FAVIS                ARMANDO
                               FAVIS                TERESA
    REGION CODE    ADDRESS   : 3261 LAC BLEU COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   271,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,134.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,992.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031737893     MORTGAGORS: STORMS               VERNON
                               STORMS               JEANNETTE
    REGION CODE    ADDRESS   : 241 MYRTLE STREET
        01         CITY      :    HALF MOON BAY
                   STATE/ZIP : CA  94019
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,595.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,830.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.43200
    ----------------------------------------------------------------
0   0031737935     MORTGAGORS: OPDYKE               THOMAS
                               OPDYKE               SOPHIE
    REGION CODE    ADDRESS   : 25 SILVER BIRCH DRIVE
        01         CITY      :    NEW ROCHELLE
                   STATE/ZIP : NY  10801
    MORTGAGE AMOUNT :   383,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    382,391.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,679.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031738131     MORTGAGORS: DEANGELO             CAESER

    REGION CODE    ADDRESS   : 10568 BRADBURY ROAD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90064
    MORTGAGE AMOUNT :   414,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    414,176.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,827.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.08600
    ----------------------------------------------------------------
0   0031738461     MORTGAGORS: COOK                 EARL
                               COOK                 DIANE
    REGION CODE    ADDRESS   : 1203 BAYLISS DRIVE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22302
    MORTGAGE AMOUNT :   287,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,402.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,867.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,622,150.00
                               P & I AMT:     11,197.13  
                               UPB AMT:   1,619,700.81

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          173
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031738628     MORTGAGORS: MILLER               JAMES
                               MILLER               MARILYN
    REGION CODE    ADDRESS   : 4 S. 160 BARKEI LANE
        01         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60563
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,792.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,957.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 56.00000
    ----------------------------------------------------------------
0   0031738743     MORTGAGORS: DAVIS                JOSEPH
                               DAVIS                SUSAN
    REGION CODE    ADDRESS   : 3103 CANTER WAY
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30097
    MORTGAGE AMOUNT :   309,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,541.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,056.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 89.98600
    ----------------------------------------------------------------
0   0031738776     MORTGAGORS: MOYER                THOMAS
                               MOYER                SHARON
    REGION CODE    ADDRESS   : 25020 WOODFIELD SCHOOL ROAD
        01         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20882
    MORTGAGE AMOUNT :   247,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,143.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,647.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031738859     MORTGAGORS: FARWELL              STEVEN
                               FARWELL              CHRISTINE
    REGION CODE    ADDRESS   : 277 ROCHESTER STREET
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92627
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,657.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 65.95100
    ----------------------------------------------------------------
0   0031739204     MORTGAGORS: FUTTERMAN            ALAN
                               FUTTERMAN            STACEY
    REGION CODE    ADDRESS   : 5766 CHANDLER COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   249,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,723.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,332,250.00
                               P & I AMT:      9,042.49  
                               UPB AMT:   1,331,077.95

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          174
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031739238     MORTGAGORS: RICHARDS             DOUG
                               RICHARDS             KELLY
    REGION CODE    ADDRESS   : 13503 PENFIELD POINT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   544,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    544,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,573.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031739261     MORTGAGORS: GULA                 ROBERT
                               GULA                 SHELLEY
    REGION CODE    ADDRESS   : 18 INWOOD ROAD
        01         CITY      :    MILLBURN
                   STATE/ZIP : NJ  07078
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.17000
    ----------------------------------------------------------------
0   0031739501     MORTGAGORS: NOVAK                PAUL
                               NOVAK                CAROLINE
    REGION CODE    ADDRESS   : 3262 PARK VISTA DRIVE
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91214
    MORTGAGE AMOUNT :   329,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,736.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,216.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.41100
    ----------------------------------------------------------------
0   0031739550     MORTGAGORS: MCCORRY              DANIEL
                               MCCORRY              ROBIN
    REGION CODE    ADDRESS   : 6511 STONEDALE LANE
        01         CITY      :    CLIFTON
                   STATE/ZIP : VA  20124
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,784.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,621.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031739683     MORTGAGORS: TRIBBETT             HEIDI

    REGION CODE    ADDRESS   : 751 PARK DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30306
    MORTGAGE AMOUNT :   249,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,681.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,672,600.00
                               P & I AMT:     11,190.98  
                               UPB AMT:   1,671,899.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          175
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031739865     MORTGAGORS: LAWSON               MARY
                               LAWSON               TIMOTHY
    REGION CODE    ADDRESS   : 1242 TOWNES ROAD
        01         CITY      :    CHARLOTTE
                   STATE/ZIP : NC  28209
    MORTGAGE AMOUNT :   288,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,524.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,969.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031739881     MORTGAGORS: NORRIS               DAVID
                               NORRIS               ANNE
    REGION CODE    ADDRESS   : 2405 ALTARIDGE CIRCLE
        01         CITY      :    BIRMINGHAM
                   STATE/ZIP : AL  35243
    MORTGAGE AMOUNT :   301,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,517.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,027.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.32700
    ----------------------------------------------------------------
0   0031739899     MORTGAGORS: ROSEN                RALPH
                               ROSEN                MARY
    REGION CODE    ADDRESS   : 42 GROGANS POINT ROAD
        01         CITY      :    WOODLANDS
                   STATE/ZIP : TX  77380
    MORTGAGE AMOUNT :   324,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,146.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,212.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031739907     MORTGAGORS: YOMTOOB              ISAAC
                               YOMTOOB              SHOHREH
    REGION CODE    ADDRESS   : 3704 WATER CREST DRIVE
        01         CITY      :    PLANO
                   STATE/ZIP : TX  75093
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,738.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,285.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.45600
    ----------------------------------------------------------------
0   0031739956     MORTGAGORS: KENTON               MICHAEL
                               KENTON               CINDY
    REGION CODE    ADDRESS   : 19185 SEVENTH STREET
        01         CITY      :    EAST SONOMA
                   STATE/ZIP : CA  95476
    MORTGAGE AMOUNT :   615,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    615,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,143.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 72.86700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,864,150.00
                               P & I AMT:     12,639.31  
                               UPB AMT:   1,862,927.53

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          176
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031740327     MORTGAGORS: PISANO               CRESCENZO
                               PISANO               STACY
    REGION CODE    ADDRESS   : 707 MIRAMAR DRIVE
        01         CITY      :    FULLERTON
                   STATE/ZIP : CA  92831
    MORTGAGE AMOUNT :   356,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,829.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,459.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.07700
    ----------------------------------------------------------------
0   0031740558     MORTGAGORS: HOWLAND              DAVID
                               HOWLAND              LORI
    REGION CODE    ADDRESS   : 61295 MOUNTAIN BREEZES COURT
        01         CITY      :    BEND
                   STATE/ZIP : OR  97702
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,236.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 76.32100
    ----------------------------------------------------------------
0   0031740749     MORTGAGORS: RATNER               CHARLES
                               REINISCH             FLORENCE
    REGION CODE    ADDRESS   : 931 REGAL ROAD
        01         CITY      :    BERKELEY
                   STATE/ZIP : CA  94708
    MORTGAGE AMOUNT :   318,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,172.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031740988     MORTGAGORS: CLAPP                SUSAN

    REGION CODE    ADDRESS   : 3131 ALTA LAGUNA BOULEVARD
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,290.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 58.62000
    ----------------------------------------------------------------
0   0031741002     MORTGAGORS: FOUHY                DAVID
                               BILLINGS-FOUHY       ELIZABETH
    REGION CODE    ADDRESS   : 78 SCHOOL STREET
        01         CITY      :    LEXINGTON
                   STATE/ZIP : MA  02421
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,802.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.94300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,607,500.00
                               P & I AMT:     10,961.60  
                               UPB AMT:   1,607,229.03

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          177
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031741127     MORTGAGORS: HANSEN               LESLIE
                               HANSEN               SUSAN
    REGION CODE    ADDRESS   : 2895 HAY LOFT WAY
        01         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   388,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,689.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,614.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031741515     MORTGAGORS: CHAN                 JULIO
                               CHAN                 MARIA
    REGION CODE    ADDRESS   : 1715 MISSION STREET
        01         CITY      :    SOUTH PASADENA
                   STATE/ZIP : CA  91030
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,670.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.62300
    ----------------------------------------------------------------
0   0031741572     MORTGAGORS: HERNANDEZ            ALBERT
                               HERNANDEZ            RAE
    REGION CODE    ADDRESS   : 6 MARIPOSA
        01         CITY      :    DOVE CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,789.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,985.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.88800
    ----------------------------------------------------------------
0   0031741598     MORTGAGORS: CRANE                SOHEILA
                               CRANE                JOHN
    REGION CODE    ADDRESS   : 1833 PENINSULA PLACE
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92627
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,821.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031741606     MORTGAGORS: MAC DOUGALL          MICHAEL
                               MAC DOUGALL          GRETCHEN
    REGION CODE    ADDRESS   : 132 MATHESON DRIVE
        01         CITY      :    MARLBORO
                   STATE/ZIP : MA  01752
    MORTGAGE AMOUNT :   297,825.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,592.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,031.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,445,825.00
                               P & I AMT:      9,980.02  
                               UPB AMT:   1,444,893.49

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          178
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031741630     MORTGAGORS: ALBERTSON            JAMES
                               ALBERTSON            MANYA
    REGION CODE    ADDRESS   : 69 BLACKBURN ROAD
        01         CITY      :    SUMMIT
                   STATE/ZIP : NJ  07901
    MORTGAGE AMOUNT :   417,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,471.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,951.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.50000
    ----------------------------------------------------------------
0   0031741747     MORTGAGORS: FOX                  KENNETH

    REGION CODE    ADDRESS   : 2845 EAST FEATHERHILL DRIVE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   287,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,572.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,006.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031741788     MORTGAGORS: LA MARCA             ANDREW
                               LA MARCA             MARSHA
    REGION CODE    ADDRESS   : 125 STAGECOACH RD.
        01         CITY      :    BELL CANYON AREA
                   STATE/ZIP : CA  91307
    MORTGAGE AMOUNT :   588,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    588,302.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,066.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031741820     MORTGAGORS: MIKSAK               ANTHONY
                               BARTLETT             JOSELYN
    REGION CODE    ADDRESS   : 44002 FERN CREEK ROAD
        01         CITY      :    CASPAR
                   STATE/ZIP : CA  95420
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,920.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031741952     MORTGAGORS: ELLIOTT              THOMAS
                               ELLIOTT              CHERYL
    REGION CODE    ADDRESS   : 3151 W VAWTER SCHOOL ROAD
        01         CITY      :    COLUMBIA
                   STATE/ZIP : MO  65203
    MORTGAGE AMOUNT :   346,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,393.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,907,250.00
                               P & I AMT:     13,314.68  
                               UPB AMT:   1,903,766.79

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          179
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031742059     MORTGAGORS: NICKOLSON            JON
                               NICKOLSON            DIANE
    REGION CODE    ADDRESS   : 2524 HEATHERMOOR ROAD
        01         CITY      :    BIRMINGHAM
                   STATE/ZIP : AL  35223
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,618.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,664.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031742109     MORTGAGORS: KOLLMER              CHIRSTOPHER
                               KOLLMER              THERESA
    REGION CODE    ADDRESS   : 160 STANLEY DR.
        01         CITY      :    GLASTONBURY
                   STATE/ZIP : CT  06033
    MORTGAGE AMOUNT :   238,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,997.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,566.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031742117     MORTGAGORS: FINN                 MICHAEL
                               FINN                 ELLEN
    REGION CODE    ADDRESS   : 8737 RIDGE ROAD
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   399,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,856.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,589.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031742265     MORTGAGORS: SAAD                 CARLOS

    REGION CODE    ADDRESS   : 17051-A 6TH STREET
        01         CITY      :    SUNSET BEACH AREA
                   STATE/ZIP : CA  90742
    MORTGAGE AMOUNT :   449,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,557.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,107.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.98000
    ----------------------------------------------------------------
0   0031742406     MORTGAGORS: CAIRNS               GLENN
                               CAIRNS               GILLIAN
    REGION CODE    ADDRESS   : 7111 BIRDVIEW AVENUE
        01         CITY      :    MALIBU
                   STATE/ZIP : CA  90265
    MORTGAGE AMOUNT :   283,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,933.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 10.50000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,615,100.00
                               P & I AMT:     10,861.81  
                               UPB AMT:   1,613,529.67

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          180
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031742414     MORTGAGORS: LATHAM               PATRICK
                               LATHAM               MICHELLE
    REGION CODE    ADDRESS   : 1753 MEANDER DRIVE
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   282,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,295.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,999.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.68200
    ----------------------------------------------------------------
0   0031742422     MORTGAGORS: MACAT                JULIO
                               PERKINS              ELIZABETH
    REGION CODE    ADDRESS   : 135 SOUTH WILTON DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90004
    MORTGAGE AMOUNT :   467,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    466,826.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,147.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031742539     MORTGAGORS: VON KLAN             GEORGE

    REGION CODE    ADDRESS   : 11 LYNN DRIVE
        01         CITY      :    NAPA
                   STATE/ZIP : CA  94558
    MORTGAGE AMOUNT :   275,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,926.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031742745     MORTGAGORS: GRANICH              MARK
                               GRANICH              PATRICIA
    REGION CODE    ADDRESS   : 2699 OYLMPIA DRIVE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92008
    MORTGAGE AMOUNT :   234,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,616.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.86300
    ----------------------------------------------------------------
0   0031742836     MORTGAGORS: CALDERON             DENNIS
                               CALDERON             MARLENE
    REGION CODE    ADDRESS   : 12778 VIA TERCETO
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   232,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,627.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 93.47300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,491,950.00
                               P & I AMT:     10,317.08  
                               UPB AMT:   1,491,371.91

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          181
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031742992     MORTGAGORS: CHAMBERS             LARRY
                               JOHNSON              KAREN
    REGION CODE    ADDRESS   : 1118 NORTH SIGNAL STREET
        01         CITY      :    OJAI
                   STATE/ZIP : CA  93023
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,373.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031743214     MORTGAGORS: CAREY                DIANE

    REGION CODE    ADDRESS   : 170 WESTPORT #98
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,776.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.44400
    ----------------------------------------------------------------
0   0031743271     MORTGAGORS: BASTIAENS            GASTON

    REGION CODE    ADDRESS   : 28 MCCALL ROAD
        01         CITY      :    WINCHESTER
                   STATE/ZIP : MA  01890
    MORTGAGE AMOUNT :   636,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    636,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,178.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031743453     MORTGAGORS: RODRIGUEZ            VICTOR
                               RODRIGUEZ            STELLA
    REGION CODE    ADDRESS   : 3230 KNIGHTSWOOD WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,797.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,766.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 57.55500
    ----------------------------------------------------------------
0   0031743461     MORTGAGORS: ROLLINS              RAYMOND
                               ROLLINS              CHRISTINE
    REGION CODE    ADDRESS   : 9101 WHITE CHIMNEY LANE
        01         CITY      :    GREAT FALLS
                   STATE/ZIP : VA  22066
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,516.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,816.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 60.21500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,809,000.00
                               P & I AMT:     12,085.99  
                               UPB AMT:   1,808,091.34

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          182
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031743503     MORTGAGORS: PICK                 LEONARD
                               PICK                 PATRICIA
    REGION CODE    ADDRESS   : 1017 TURKEY RUN
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22101
    MORTGAGE AMOUNT :   373,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    371,527.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,544.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 51.80500
    ----------------------------------------------------------------
0   0031744022     MORTGAGORS: DONAHUE              RICHARD
                               DONAHUE              DEBRA
    REGION CODE    ADDRESS   : 68 COMMONWEALTH AVE UNIT 3,
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02116
    MORTGAGE AMOUNT :   470,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    470,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,286.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 50.00000
    ----------------------------------------------------------------
0   0031744089     MORTGAGORS: BUKOSKY              BRIAN
                               BUKOSKY              DEBORAH
    REGION CODE    ADDRESS   : 4 ELKADER
        01         CITY      :    DOVE CANYON AREA
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    464,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,204.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031744204     MORTGAGORS: CORTES               VICTOR
                               CORTES               ROCHELE
    REGION CODE    ADDRESS   : 4826 EAST STETSON LANE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,687.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 88.23200
    ----------------------------------------------------------------
0   0031744451     MORTGAGORS: KENEWELL             LYDIA
                               JACOBS               DEBORAH
    REGION CODE    ADDRESS   : 356 LAGUNA TERRACE
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   488,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    488,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,329.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,195,000.00
                               P & I AMT:     15,093.29  
                               UPB AMT:   2,193,215.39

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          183
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031744964     MORTGAGORS: LUECKER              GARY
                               LUECKER              ANGELA
    REGION CODE    ADDRESS   : 11637 CYPRESS CANYON ROAD
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   338,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,279.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0031745060     MORTGAGORS: CHINEN               GERALD
                               AZADA                MARY
    REGION CODE    ADDRESS   : 25531 CONLEY DOWNS DRIVE
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   247,115.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,115.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,644.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 89.99900
    ----------------------------------------------------------------
0   0031745565     MORTGAGORS: KUNTZ                PHILIP
                               GARDNER              MARIANNE
    REGION CODE    ADDRESS   : 2709 S. JOYCE STREET
        01         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22202
    MORTGAGE AMOUNT :   315,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,653.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,154.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0031745599     MORTGAGORS: WILLISSON            EDWARD
                               WILLISSON            LAURIE
    REGION CODE    ADDRESS   : 139 OLD MILL ROAD
        01         CITY      :    FAIRHOPE
                   STATE/ZIP : AL  36532
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,796.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,717.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.02200
    ----------------------------------------------------------------
0   0031745680     MORTGAGORS: WAGENER              MARK
                               WAGENER              KAREN
    REGION CODE    ADDRESS   : 8965 COVEY COURT
        01         CITY      :    ELK GROVE
                   STATE/ZIP : CA  95624
    MORTGAGE AMOUNT :   248,720.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,521.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,675.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.72600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,405,035.00
                               P & I AMT:      9,471.91  
                               UPB AMT:   1,404,385.75

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          184
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031745938     MORTGAGORS: MATHEU               VICTOR
                               MATHEU               JANE
    REGION CODE    ADDRESS   : 259 JETER STREET
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94062
    MORTGAGE AMOUNT :   332,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,270.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031746167     MORTGAGORS: NUNN                 PATRICIA

    REGION CODE    ADDRESS   : 605 18TH STREET
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   279,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,550.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,907.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.69400
    ----------------------------------------------------------------
0   0031746787     MORTGAGORS: LEA                  JOHN
                               LEA                  BECKY
    REGION CODE    ADDRESS   : 42 DITZHAZY COURT
        01         CITY      :    ROSEVILLE
                   STATE/ZIP : CA  95678
    MORTGAGE AMOUNT :   239,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,322.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,674.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.99700
    ----------------------------------------------------------------
0   0031746894     MORTGAGORS: GRABENSTEIN          ALAN
                               GRABENSTEIN          JUDITH
    REGION CODE    ADDRESS   : 148 ALTA VISTA WAY
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   405,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,391.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,802.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 68.18487
    ----------------------------------------------------------------
0   0031747041     MORTGAGORS: THOMAS               STEVE

    REGION CODE    ADDRESS   : 249 MESA DRIVE
        01         CITY      :    CARAMARILLO
                   STATE/ZIP : CA  93010
    MORTGAGE AMOUNT :   238,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,407.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.86500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,495,550.00
                               P & I AMT:     10,359.05  
                               UPB AMT:   1,494,470.57

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          185
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031747165     MORTGAGORS: PENG                 SIDNEY
                               PENG                 BEVERLY
    REGION CODE    ADDRESS   : 13709 SAFE HARBOR COURT
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20850
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,112.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,299.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 69.00400
    ----------------------------------------------------------------
0   0031747199     MORTGAGORS: WALLSHEIN            WAYNE
                               WALLSHEIN            CORINNE
    REGION CODE    ADDRESS   : 6291 COLUMBUS HALL COURT
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22101
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,438.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,358.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 55.45700
    ----------------------------------------------------------------
0   0031747363     MORTGAGORS: GREENLEAF            KRISTIE

    REGION CODE    ADDRESS   : 341 AVENUE E
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   405,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,831.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031747470     MORTGAGORS: ZDY                  FRANK
                               ZDY                  LYNDA
    REGION CODE    ADDRESS   : 3943 TAMBOR ROAD
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92124
    MORTGAGE AMOUNT :   255,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,945.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,830.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 88.10300
    ----------------------------------------------------------------
0   0031747546     MORTGAGORS: COPLIN               SHERWIN
                               COPLIN               CHERYL
    REGION CODE    ADDRESS   : 8 SKYTOP DRIVE
        01         CITY      :    NORWALK
                   STATE/ZIP : CT  06855
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,596.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 61.29000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,645,500.00
                               P & I AMT:     11,361.30  
                               UPB AMT:   1,643,092.78

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          186
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031747629     MORTGAGORS: NUNEZ                CIRILO
                               NUNEZ                PERLITA
    REGION CODE    ADDRESS   : 1 DEAUVILLE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92606
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,505.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,321.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031747637     MORTGAGORS: STERNECK             ROGER
                               STERNECK             JERI
    REGION CODE    ADDRESS   : 2949 WINDING LANE
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   258,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,662.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,832.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
0   0031747694     MORTGAGORS: MCCARTHY             TODD
                               MCCARTHY             LISE
    REGION CODE    ADDRESS   : 1922 ROSSWOOD DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   286,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,192.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,027.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031747884     MORTGAGORS: BLAIR                MARC
                               BLAIR                DEBORAH
    REGION CODE    ADDRESS   : 418 AVENUE E
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,483.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031747934     MORTGAGORS: O'ROURKE             JOHN
                               O'ROURKE             MICHELLE
    REGION CODE    ADDRESS   : 544 WEST MUNCIE AVENUE
        01         CITY      :    CLOVIS
                   STATE/ZIP : CA  93611
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,763.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,916.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,529,250.00
                               P & I AMT:     10,579.83  
                               UPB AMT:   1,528,124.97

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          187
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031748395     MORTGAGORS: LARSON               KARL
                               LARSON               WENDY
    REGION CODE    ADDRESS   : 5547 SUNNY OAKS DR.
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031748429     MORTGAGORS: SCANLON              KEVIN
                               SCANLON              KATHERINE
    REGION CODE    ADDRESS   : 3005 LEGER COURT
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94588
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,021.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031748544     MORTGAGORS: GIOVANISCI           STEPHEN
                               GIOVANISCI           CATHERINE
    REGION CODE    ADDRESS   : 6310 KITTY'S LANE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91042
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,538.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,873.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031748551     MORTGAGORS: SWEIDAN              MALIK

    REGION CODE    ADDRESS   : 5909 SOUTHRIDGE COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95138
    MORTGAGE AMOUNT :   255,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,838.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,828.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 82.32258
    ----------------------------------------------------------------
0   0031748593     MORTGAGORS: LOUDON               WILLIAM
                               PAYNE                MARIANNE
    REGION CODE    ADDRESS   : 97 HILLCREST DRIVE
        01         CITY      :    ORINDA
                   STATE/ZIP : CA  94563
    MORTGAGE AMOUNT :   282,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,790.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,971.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,365,200.00
                               P & I AMT:      9,446.80  
                               UPB AMT:   1,364,168.31

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          188
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031748676     MORTGAGORS: CORREIA              JOHN
                               CORREIA              CHRISTINE
    REGION CODE    ADDRESS   : 12440 CURRY COURT
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 42.85700
    ----------------------------------------------------------------
0   0031748692     MORTGAGORS: CUMMING              NEVILLE
                               CUMMING              LOIS
    REGION CODE    ADDRESS   : 1978 MARGOT PLACE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   368,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    368,676.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,579.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.98700
    ----------------------------------------------------------------
0   0031748718     MORTGAGORS: KEIF                 ANDREW

    REGION CODE    ADDRESS   : 302 EAST 16TH STREET #E
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92626
    MORTGAGE AMOUNT :   231,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,028.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,616.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031749013     MORTGAGORS: MYER                 PAUL
                               MYER                 ANN
    REGION CODE    ADDRESS   : 25702 LA CIMA
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   283,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,930.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.56400
    ----------------------------------------------------------------
0   0031749161     MORTGAGORS: HARDIN               JAMES
                               HARDIN               LINDA
    REGION CODE    ADDRESS   : 13202 KILBY LANDING COURT
        01         CITY      :    CLIFTON
                   STATE/ZIP : VA  22024
    MORTGAGE AMOUNT :   372,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    371,867.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,540.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,555,600.00
                               P & I AMT:     10,791.04  
                               UPB AMT:   1,554,354.62

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          189
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031749310     MORTGAGORS: SANTOS               RAYMOND
                               SANTOS               REMEDIOS
    REGION CODE    ADDRESS   : 12471 BROWNING AVENUE
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0031749377     MORTGAGORS: GOLL                 TIMOTHY
                               GOLL                 MARY
    REGION CODE    ADDRESS   : 200 FORESAIL COURT
        01         CITY      :    FOSTER CITY
                   STATE/ZIP : CA  94404
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,486.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.28900
    ----------------------------------------------------------------
0   0031749419     MORTGAGORS: OAKS                 HAROLD
                               OAKS                 LINDA
    REGION CODE    ADDRESS   : 908 EADINGTON DRIVE
        01         CITY      :    BREA
                   STATE/ZIP : CA  92821
    MORTGAGE AMOUNT :   231,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    231,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,596.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031749609     MORTGAGORS: MENGO                MARC
                               MENGO                TERRIE
    REGION CODE    ADDRESS   : 243 VISTA BELLA DR.
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,060.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.56700
    ----------------------------------------------------------------
0   0031749641     MORTGAGORS: HOTTEL               DOUGLAS
                               HOTTEL               LINDA
    REGION CODE    ADDRESS   : 378 WILLOW ROAD
        01         CITY      :    GUILFORD
                   STATE/ZIP : CT  06437
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,472,200.00
                               P & I AMT:     10,123.05  
                               UPB AMT:   1,471,982.86

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          190
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031750128     MORTGAGORS: FRYE                 STUART
                               FRYE                 MEREDITH
    REGION CODE    ADDRESS   : 1806 BUTTONSHELL LANE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   417,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    417,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,880.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031750367     MORTGAGORS: HICKS                STORMY
                               HICKS                ELIZABETH
    REGION CODE    ADDRESS   : 498 DUNSTON
        01         CITY      :    BLOOMFIELD HILLS
                   STATE/ZIP : MI  48304
    MORTGAGE AMOUNT :   413,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    412,415.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,958.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 68.83300
    ----------------------------------------------------------------
0   0031750409     MORTGAGORS: HENDERSON            BARTON
                               HENDERSON            JANE
    REGION CODE    ADDRESS   : 48 PRENTISS LANE
        01         CITY      :    BELMONT
                   STATE/ZIP : MA  02178
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,103.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,796.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 55.17200
    ----------------------------------------------------------------
0   0031750425     MORTGAGORS: PALACIOS             ROBERT
                               PALACIOS             LISA
    REGION CODE    ADDRESS   : 26 W 120 PHEASANT COURT
        01         CITY      :    WHEATON
                   STATE/ZIP : IL  60188
    MORTGAGE AMOUNT :   268,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,894.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,878.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0031750466     MORTGAGORS: BEATTY               JEFFREY
                               BEATTY               NANCY
    REGION CODE    ADDRESS   : 1540 EAST NIGHTHAWK WAY
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85048
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,588.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,789.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.75000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,754,700.00
                               P & I AMT:     12,304.55  
                               UPB AMT:   1,750,002.52

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          191
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031750474     MORTGAGORS: PAPESH               MARK
                               PAPESH               JILL
    REGION CODE    ADDRESS   : 2414 CIMARRON COURT
        01         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60565
    MORTGAGE AMOUNT :   270,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,378.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031750490     MORTGAGORS: HURST                GREGORY
                               HURST                DONNA
    REGION CODE    ADDRESS   : 63 MAIN STREET
        01         CITY      :    WESTFORD
                   STATE/ZIP : MA  01886
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,065.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   04/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 57.96700
    ----------------------------------------------------------------
0   0031750516     MORTGAGORS: SMITH                RICHARD

    REGION CODE    ADDRESS   : 10669 N 75TH PLACE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85260
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,553.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.28900
    ----------------------------------------------------------------
0   0031750524     MORTGAGORS: FIGLIA               ANNE

    REGION CODE    ADDRESS   : 411 CASA DEL MAR DRIVE
        01         CITY      :    HALF MOON BAY
                   STATE/ZIP : CA  94019
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,044.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031750557     MORTGAGORS: JAROCH               GREGORY
                               CHRISTIE JAROCH      KATHLEEN
    REGION CODE    ADDRESS   : 1461 MINARD LANE
        01         CITY      :    GREEN OAKS
                   STATE/ZIP : IL  60048
    MORTGAGE AMOUNT :   482,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    481,417.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,453.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.60300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,603,500.00
                               P & I AMT:     11,314.61  
                               UPB AMT:   1,600,414.94

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          192
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031750573     MORTGAGORS: DALE                 GREG
                               DALE                 JOANNA
    REGION CODE    ADDRESS   : 7832 N KANSAS AVE
        01         CITY      :    KANSAS CITY
                   STATE/ZIP : MO  64119
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,223.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,810.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.00000
    ----------------------------------------------------------------
0   0031750581     MORTGAGORS: LEBLANC              PAUL
                               LEBLANC              ELIZABETH
    REGION CODE    ADDRESS   : 10 PRESTON ROAD
        01         CITY      :    LEXINGTON
                   STATE/ZIP : MA  02173
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,366.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,052.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.31900
    ----------------------------------------------------------------
0   0031750599     MORTGAGORS: DOYLE                HELEN

    REGION CODE    ADDRESS   : 5 CHANNING CIRCLE
        01         CITY      :    CAMBRIDGE
                   STATE/ZIP : MA  02138
    MORTGAGE AMOUNT :   572,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    570,750.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,048.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 61.17600
    ----------------------------------------------------------------
0   0031750607     MORTGAGORS: HILLER               DAVID
                               HILLER               ROCHELLE
    REGION CODE    ADDRESS   : 8101 EAST DARTMOUTH AVENUE #65
        01         CITY      :    DENVER
                   STATE/ZIP : CO  80231
    MORTGAGE AMOUNT :   285,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,644.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,996.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.13100
    ----------------------------------------------------------------
0   0031750656     MORTGAGORS: COOKE                DENNIS
                               COOKE                FRANCES
    REGION CODE    ADDRESS   : 11 HASTINGS ROAD
        01         CITY      :    LEXINGTON
                   STATE/ZIP : MA  02173
    MORTGAGE AMOUNT :   347,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,738.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,456.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.40000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,753,500.00
                               P & I AMT:     12,364.46  
                               UPB AMT:   1,748,723.36

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          193
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031750680     MORTGAGORS: FOLKERTS             KIRK
                               FOLKERTS             MANDY
    REGION CODE    ADDRESS   : 13103 SPRINGMINT COURT
        01         CITY      :    CYPRESS
                   STATE/ZIP : TX  77429
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,724.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,317.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031750698     MORTGAGORS: SIESFELD             GERALD
                               THOMAS               ANNE
    REGION CODE    ADDRESS   : 70 NORTH STREET
        01         CITY      :    LEXINGTON
                   STATE/ZIP : MA  02173
    MORTGAGE AMOUNT :   368,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,405.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,573.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.87600
    ----------------------------------------------------------------
0   0031750706     MORTGAGORS: KALECKAS             RICHARD
                               PUTNAM-KALECKAS      ANN
    REGION CODE    ADDRESS   : 1207 WILLOWGATE
        01         CITY      :    ST CHARLES
                   STATE/ZIP : IL  60174
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,759.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,265.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.34800
    ----------------------------------------------------------------
0   0031750714     MORTGAGORS: CARTER               JEFFREY
                               CARTER               SHARON
    REGION CODE    ADDRESS   : 18 NORTH MILL STREET
        01         CITY      :    HOPKINTON
                   STATE/ZIP : MA  01748
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,642.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031750722     MORTGAGORS: THOMPSON             WILLIAM
                               THOMPSON             TERESA
    REGION CODE    ADDRESS   : RT 1 BOX 198
        01         CITY      :    ATKINSON
                   STATE/ZIP : NE  68713
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,280.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,516,000.00
                               P & I AMT:     10,512.38  
                               UPB AMT:   1,513,813.36

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          194
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031750771     MORTGAGORS: CAMERON              GORDON
                               CAMERON              CATHIE
    REGION CODE    ADDRESS   : 261 EAST VINEDO LANE
        01         CITY      :    TEMPE
                   STATE/ZIP : AZ  85284
    MORTGAGE AMOUNT :   277,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,094.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,938.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0031750789     MORTGAGORS: RULA                 J
                               RULA                 HEIDI
    REGION CODE    ADDRESS   : 3622 EAST KACHINA DRIVE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85044
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,404.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,796.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.37600
    ----------------------------------------------------------------
0   0031750805     MORTGAGORS: HODGE                PATRICK
                               SACKETT-HODGE        LYNN
    REGION CODE    ADDRESS   : 45466 FOUNTAIN VIEW DRIVE
        01         CITY      :    CANTON
                   STATE/ZIP : MI  48188
    MORTGAGE AMOUNT :   237,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,513.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,703.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0031750821     MORTGAGORS: FOSTER               GREG
                               FOSTER               MARGARET
    REGION CODE    ADDRESS   : 10125 QUARRY HILL PL
        01         CITY      :    PARKER
                   STATE/ZIP : CO  80134
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,202.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,859.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.88800
    ----------------------------------------------------------------
0   0031750847     MORTGAGORS: RADER                JAMES

    REGION CODE    ADDRESS   : 1615 WEST SILVERHEELS DRIVE
        01         CITY      :    LARKSPUR
                   STATE/ZIP : CO  80118
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,612.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.42100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,441,150.00
                               P & I AMT:     10,117.65  
                               UPB AMT:   1,438,827.59

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          195
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031750854     MORTGAGORS: FUHR                 ANDREW
                               FUHR                 KELLY
    REGION CODE    ADDRESS   : 619 N SPRING ST
        01         CITY      :    LAGRANGE PARK
                   STATE/ZIP : IL  60526
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,350.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,027.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 87.87800
    ----------------------------------------------------------------
0   0031750920     MORTGAGORS: XIAO                 DAVID

    REGION CODE    ADDRESS   : 328 E.COLORADO STREET
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91006
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,788.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,149.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.53400
    ----------------------------------------------------------------
0   0031750961     MORTGAGORS: MILES                RODNEY
                               MILES                DAWN
    REGION CODE    ADDRESS   : 2108 BANBURY LN
        01         CITY      :    OKLAHOMA CITY
                   STATE/ZIP : OK  73170
    MORTGAGE AMOUNT :   290,227.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,576.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,029.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.78700
    ----------------------------------------------------------------
0   0031751001     MORTGAGORS: SHVEDOFF             VLADIMIR

    REGION CODE    ADDRESS   : 1233 WEYBURN LANE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,648.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,964.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031751050     MORTGAGORS: PENROSE              MICHAEL
                               PENROSE              CAROLYN
    REGION CODE    ADDRESS   : 1070 PESCADOR DRIVE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,673.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,076.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.89600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,760,227.00
                               P & I AMT:     12,247.19  
                               UPB AMT:   1,758,036.92

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          196
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031751092     MORTGAGORS: ASHRAF               BULAND
                               ASHRAF               ZEBA
    REGION CODE    ADDRESS   : 9 STEEPLE CHASE DRIVE
        01         CITY      :    CARMEL
                   STATE/ZIP : IN  46032
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,951.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,447.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.54500
    ----------------------------------------------------------------
0   0031751100     MORTGAGORS: BROWN-MOORE          SHELLIE
                               MOORE                SIMON
    REGION CODE    ADDRESS   : 28541 SUNUP CIRCLE
        01         CITY      :    ELIZABETH
                   STATE/ZIP : CO  80107
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,196.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,013.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031751142     MORTGAGORS: DELANEY              WARD
                               DELANEY              BETSY
    REGION CODE    ADDRESS   : 574 SOUTH ONTARIO STREET
        01         CITY      :    VERNON HILLS
                   STATE/ZIP : IL  60061
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,575.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,992.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.67400
    ----------------------------------------------------------------
0   0031751191     MORTGAGORS: WORTMANN             JOHN
                               WORTMANN             ANNE
    REGION CODE    ADDRESS   : 104 VIA YELLA
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   565,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    564,525.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,711.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 61.08100
    ----------------------------------------------------------------
0   0031751209     MORTGAGORS: PEACOCK              JOEL
                               LEFEVRE              LESLEY
    REGION CODE    ADDRESS   : 7773 SOUTH ELM COURT
        01         CITY      :    LITTLETON
                   STATE/ZIP : CO  80122
    MORTGAGE AMOUNT :   263,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,308.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,845.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,751,900.00
                               P & I AMT:     12,010.63  
                               UPB AMT:   1,748,557.82

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          197
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031751233     MORTGAGORS: MACABALITAW          RUBEN
                               MACABALITAW          HENEDINA
    REGION CODE    ADDRESS   : 1546 SPYGLASS CIRCLE
        01         CITY      :    CHESTERTON
                   STATE/ZIP : IN  46304
    MORTGAGE AMOUNT :   372,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    371,446.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,601.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.94100
    ----------------------------------------------------------------
0   0031751241     MORTGAGORS: BRICKMAN             MICHAEL
                               BRICKMAN             BARBARA
    REGION CODE    ADDRESS   : 130 RIVER OAKS LANE
        01         CITY      :    BASALT
                   STATE/ZIP : CO  81621
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,255.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.42800
    ----------------------------------------------------------------
0   0031751274     MORTGAGORS: HYMAN                EARLE
                               HYMAN                GAIL
    REGION CODE    ADDRESS   : 22305 DUNMORE DRIVE
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   527,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    526,808.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,686.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031751324     MORTGAGORS: CHAVEZ               ROGER
                               HULST                CARMEN
    REGION CODE    ADDRESS   : 38 SANDIA MOUNTAIN RANCH DRIVE
        01         CITY      :    TIJERAS
                   STATE/ZIP : NM  87059
    MORTGAGE AMOUNT :   265,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,355.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,853.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.44600
    ----------------------------------------------------------------
0   0031751340     MORTGAGORS: MAJOR                MARK
                               MAJOR                LINDA
    REGION CODE    ADDRESS   : 1641 KIMBERLY WOODS
        01         CITY      :    EL CAJON
                   STATE/ZIP : CA  92020
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,773.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 72.97200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,934,350.00
                               P & I AMT:     13,411.09  
                               UPB AMT:   1,931,639.02

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          198
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031751357     MORTGAGORS: PRICE                MARK
                               PRICE                VALLI
    REGION CODE    ADDRESS   : 1145 TWIN PEAKS CIRCLE
        01         CITY      :    LONGMONT
                   STATE/ZIP : CO  80503
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,635.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,713.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.72900
    ----------------------------------------------------------------
0   0031751365     MORTGAGORS: GWIN                 THOMAS
                               GWIN                 AGNES
    REGION CODE    ADDRESS   : 3711 NORTH HERMOSA PLACE
        01         CITY      :    FULLERTON
                   STATE/ZIP : CA  92835
    MORTGAGE AMOUNT :   415,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    414,651.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,726.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 59.28500
    ----------------------------------------------------------------
0   0031751506     MORTGAGORS: SEYMOUR              PATRICK
                               SEYMOUR              TRUDY
    REGION CODE    ADDRESS   : 23530 SUMMIT DRIVE
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   246,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,212.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,701.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031751688     MORTGAGORS: GAARN                PETER
                               PORT-GAARN           NANCY
    REGION CODE    ADDRESS   : 4379 NICKER COURT
        01         CITY      :    SOQUEL
                   STATE/ZIP : CA  95073
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,648.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,964.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 59.86300
    ----------------------------------------------------------------
0   0031751829     MORTGAGORS: HARLAND              JOHN
                               HARLAND              CYNTHIA
    REGION CODE    ADDRESS   : 2705 FAIRBROOK DRIVE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94040
    MORTGAGE AMOUNT :   430,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    429,638.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,824.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 55.98900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,776,400.00
                               P & I AMT:     11,930.33  
                               UPB AMT:   1,774,785.92

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          199
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031751845     MORTGAGORS: SLATER               RONALD

    REGION CODE    ADDRESS   : 6640 KENTWOOD BLUFFS DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   496,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    496,402.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,347.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031752066     MORTGAGORS: SMITH                DONALD
                               SMITH                JANET
    REGION CODE    ADDRESS   : 19 SHANA LANE
        01         CITY      :    GLENWOOD SPRINGS
                   STATE/ZIP : CO  81601
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,593.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031752074     MORTGAGORS: BUDIL                KIMBERLY
                               SLONE                DALE
    REGION CODE    ADDRESS   : 525 ALDEN LANE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   435,565.00  OPTION TO CONVERT :
    UNPAID BALANCE :    435,225.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,971.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99900
    ----------------------------------------------------------------
0   0031752082     MORTGAGORS: IGLINSKI             MICHAEL
                               IGLINSKI             PEGGY
    REGION CODE    ADDRESS   : 9617 CAMDEN HILLS AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89128
    MORTGAGE AMOUNT :   352,636.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,354.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,375.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.80000
    ----------------------------------------------------------------
0   0031752322     MORTGAGORS: MEADE                RICHARD
                               MEADE                KAREN
    REGION CODE    ADDRESS   : 1131 SOUTH VERDUGA ROAD
        01         CITY      :    TURLOCK
                   STATE/ZIP : CA  95380
    MORTGAGE AMOUNT :   320,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,161.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,865,801.00
                               P & I AMT:     12,629.10  
                               UPB AMT:   1,864,375.04

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          200
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031752546     MORTGAGORS: SADOWSKY             STEPHEN
                               STRATTON             MARIA
    REGION CODE    ADDRESS   : 3700 LOWRY ROAD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90027
    MORTGAGE AMOUNT :   565,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    564,559.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,854.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.62500
    ----------------------------------------------------------------
0   0031752553     MORTGAGORS: NICKERSON            NANCY
                               BARSOCCHINI          PETER
    REGION CODE    ADDRESS   : 4322 PONCA AVENUE
        01         CITY      :    TOLUCA LAKE
                   STATE/ZIP : CA  91602
    MORTGAGE AMOUNT :   540,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    539,578.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,683.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
0   0031752850     MORTGAGORS: NGUYEN               HIEU
                               LE                   SUSAN
    REGION CODE    ADDRESS   : 2192 ROSE ARBOR COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95133
    MORTGAGE AMOUNT :   321,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,773.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,299.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 89.88000
    ----------------------------------------------------------------
0   0031752868     MORTGAGORS: BOGARD               DARYL

    REGION CODE    ADDRESS   : 19 BLESSING
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   472,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    471,640.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,259.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.00500
    ----------------------------------------------------------------
0   0031752975     MORTGAGORS: STANSBURY            JON
                               STANSBURY            SUSAN
    REGION CODE    ADDRESS   : 122 LIBERTY STREET
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.92300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,148,000.00
                               P & I AMT:     14,803.17  
                               UPB AMT:   2,146,552.27

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          201
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031753023     MORTGAGORS: CATO                 MICHAEL

    REGION CODE    ADDRESS   : 3891 GLENHURST DRIVE
        01         CITY      :    SMYRNA
                   STATE/ZIP : GA  30080
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,992.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,279.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 68.04100
    ----------------------------------------------------------------
0   0031753049     MORTGAGORS: RITSICK              JOHN

    REGION CODE    ADDRESS   : 444 LANGLEY OAKS DRIVE
        01         CITY      :    MARIETTA
                   STATE/ZIP : GA  30067
    MORTGAGE AMOUNT :   349,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,947.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,471.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 60.73000
    ----------------------------------------------------------------
0   0031753106     MORTGAGORS: ALEXANDER            JOHN
                               ALEXANDER            SALLY
    REGION CODE    ADDRESS   : 17049 WEST 68TH PLACE
        01         CITY      :    ARVADA
                   STATE/ZIP : CO  80007
    MORTGAGE AMOUNT :   263,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,425.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,861.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.23100
    ----------------------------------------------------------------
0   0031753114     MORTGAGORS: CHANNON              ROBERT
                               JELLINEK             LESLIE
    REGION CODE    ADDRESS   : 1320 EAST MADISON PARK
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60615
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,569.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,013.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031753163     MORTGAGORS: CORY                 MATTHEW
                               DOWNES               CAROL
    REGION CODE    ADDRESS   : 786 ELM AVENUE
        01         CITY      :    SAN BRUNO
                   STATE/ZIP : CA  94066
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,815.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.68700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,485,200.00
                               P & I AMT:     10,430.96  
                               UPB AMT:   1,482,750.59

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          202
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031753171     MORTGAGORS: AQUINO               CHRISTOPHER
                               AQUINO               CONNIE
    REGION CODE    ADDRESS   : 1382 BING DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   388,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,726.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,779.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031753205     MORTGAGORS: MISKOVIC             EDWARD
                               MISKOVIC             SUSAN
    REGION CODE    ADDRESS   : 6911 DEERWOOD COURT
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,812.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031753213     MORTGAGORS: HUBBARD              GREGORY
                               HUBBARD              MARCIA
    REGION CODE    ADDRESS   : 10048 RALEIGH STREET
        01         CITY      :    WESTMINSTER
                   STATE/ZIP : CO  80030
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,746.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,477.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.18500
    ----------------------------------------------------------------
0   0031753247     MORTGAGORS: RAMAS                ELIZAR
                               RAMAS                CARMELITA
    REGION CODE    ADDRESS   : 4561 FELLOWS STREET
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,829.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,798.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031753254     MORTGAGORS: CASELDINE            ROBERT
                               CASELDINE            MARSHA
    REGION CODE    ADDRESS   : 2251 NORTH 32ND STREET #25
        01         CITY      :    MESA
                   STATE/ZIP : AZ  85213
    MORTGAGE AMOUNT :   335,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,748.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,345.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.93400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,573,500.00
                               P & I AMT:     11,163.01  
                               UPB AMT:   1,571,863.50

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          203
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031753270     MORTGAGORS: STANBARY             KEITH
                               STANBARY             NANCY
    REGION CODE    ADDRESS   : 6N297 N MILLER LANE
        01         CITY      :    ST. CHARLES
                   STATE/ZIP : IL  60175
    MORTGAGE AMOUNT :   273,712.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,508.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031753304     MORTGAGORS: ARNOLD               JOHN
                               ARNOLD               SARAH
    REGION CODE    ADDRESS   : 923 BUCKINGHAM CIRCLE, NW.
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30327
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,616.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 55.22700
    ----------------------------------------------------------------
0   0031753411     MORTGAGORS: PEARSON              ANTONY
                               MARTIN               ANN
    REGION CODE    ADDRESS   : 2961 BREAKWATER DRIVE
        01         CITY      :    LONGMONT
                   STATE/ZIP : CO  80501
    MORTGAGE AMOUNT :   382,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,944.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,707.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031753445     MORTGAGORS: MELLING              GARY
                               MELLING              ELIZABETH
    REGION CODE    ADDRESS   : 7587 UNION COURT
        01         CITY      :    ARVADA
                   STATE/ZIP : CO  80005
    MORTGAGE AMOUNT :   282,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,000.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,023.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031753478     MORTGAGORS: ZIEREIS              WILLIAM
                               ZIEREIS              NANCY
    REGION CODE    ADDRESS   : 14004 EAST FAIR AVENUE
        01         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   267,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,915.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,893.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 64.92700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,449,112.00
                               P & I AMT:     10,154.33  
                               UPB AMT:   1,447,368.98

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          204
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031753494     MORTGAGORS: STEWART              JAMES

    REGION CODE    ADDRESS   : 4695 WESTCHESTER COURT
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30136
    MORTGAGE AMOUNT :   317,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,781.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,298.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 77.31700
    ----------------------------------------------------------------
0   0031753510     MORTGAGORS: ELLEGAARD            ERIC
                               ELLEGAARD            JOAN
    REGION CODE    ADDRESS   : 29702 TERACINA
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.92200
    ----------------------------------------------------------------
0   0031753569     MORTGAGORS: RICHARDS             MARK
                               RICHARDS             IVY
    REGION CODE    ADDRESS   : 8620 WOODWREN LANE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   383,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,593.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,586.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0031753619     MORTGAGORS: LU                   LING

    REGION CODE    ADDRESS   : 1884 FUMAI PLACE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   306,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,274.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,010.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0031753676     MORTGAGORS: SWANSON              C. DAVID
                               SWANSON              GILLIAN
    REGION CODE    ADDRESS   : 2158 REDCLIFF STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90039
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,746.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,477.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 61.94600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,656,950.00
                               P & I AMT:     11,470.34  
                               UPB AMT:   1,655,173.07

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          205
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031753791     MORTGAGORS: NAKATA               MICHAEL
                               NAKATA               CLARISSA
    REGION CODE    ADDRESS   : 237 SAINT JOSEPH AVENUE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90803
    MORTGAGE AMOUNT :   453,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    452,674.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,286.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 78.83400
    ----------------------------------------------------------------
0   0031753817     MORTGAGORS: PALMER               JACK

    REGION CODE    ADDRESS   : 18842 SAGINAW DRIVE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.92200
    ----------------------------------------------------------------
0   0031753874     MORTGAGORS: WOLL                 ADA

    REGION CODE    ADDRESS   : 2367 VILLANDRY COURT
        01         CITY      :    HENDERSON
                   STATE/ZIP : NV  89014
    MORTGAGE AMOUNT :   347,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,742.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,426.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.37800
    ----------------------------------------------------------------
0   0031753908     MORTGAGORS: ZUTTER               ALAIN
                               ZUTTER               RENEE
    REGION CODE    ADDRESS   : 18 LAUREL GLENN TERRACE
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94903
    MORTGAGE AMOUNT :   345,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,343.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,416.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031753916     MORTGAGORS: KENNEDY              PATRICK

    REGION CODE    ADDRESS   : 723 WESTMOUNT DRIVE #301
        01         CITY      :    WEST HOLLYWOOD
                   STATE/ZIP : CA  90069
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,812.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,697,900.00
                               P & I AMT:     12,014.90  
                               UPB AMT:   1,696,355.87

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          206
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031753932     MORTGAGORS: CHAMBERS             TIMOTHY
                               CHAMBERS             PENNY
    REGION CODE    ADDRESS   : 28920 GREYSTONE
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,783.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,041.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031753957     MORTGAGORS: HAMILTON             GARY
                               HAMILTON             ALLYSON
    REGION CODE    ADDRESS   : 41 WEST BRANCH DRIVE
        01         CITY      :    HEBRON
                   STATE/ZIP : CT  06248
    MORTGAGE AMOUNT :   239,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,822.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,671.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 83.85900
    ----------------------------------------------------------------
0   0031753965     MORTGAGORS: WIEZEL               EDWARD
                               WIEZEL               WENDY
    REGION CODE    ADDRESS   : 13227 TREECREST STREET
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   249,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,564.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031753973     MORTGAGORS: NADELBERG            JON
                               NADELBERG            CARYN
    REGION CODE    ADDRESS   : 435 WEST 26TH AVENUE
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   333,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    333,520.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,419.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031754054     MORTGAGORS: NASH                 PHILIP
                               NASH                 KATHLEEN
    REGION CODE    ADDRESS   : 145 SEARIDGE COURT
        01         CITY      :    PISMO BEACH
                   STATE/ZIP : CA  93449
    MORTGAGE AMOUNT :   245,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,696.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.75000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,360,200.00
                               P & I AMT:      9,576.04  
                               UPB AMT:   1,359,390.87

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          207
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031754450     MORTGAGORS: ALCHIMISTI           GERALD

    REGION CODE    ADDRESS   : 426 HILL WAY
        01         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,934.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 78.94700
    ----------------------------------------------------------------
0   0031754500     MORTGAGORS: COLMERY              BENJAMIN
                               ADAMS                CHARLIE
    REGION CODE    ADDRESS   : 5171 ARBOR VALLEY DR
        01         CITY      :    ANN ARBOR
                   STATE/ZIP : MI  48105
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,463.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,517.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.92300
    ----------------------------------------------------------------
0   0031754526     MORTGAGORS: LONIEWSKI            EDWARD
                               LONIEWSKI            MELISSA
    REGION CODE    ADDRESS   : 3931 PEPPERIDGE TRAIL
        01         CITY      :    BRIGHTON TWP
                   STATE/ZIP : MI  48116
    MORTGAGE AMOUNT :   363,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    362,759.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,544.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.24700
    ----------------------------------------------------------------
0   0031754534     MORTGAGORS: WILSON               KEVIN
                               WILSON               KATHERINE
    REGION CODE    ADDRESS   : 7031 BRADSTOCK COURT
        01         CITY      :    BIRMINGHAM
                   STATE/ZIP : AL  35242
    MORTGAGE AMOUNT :   305,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,316.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,132.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.63300
    ----------------------------------------------------------------
0   0031754567     MORTGAGORS: MARTINEZ             RAUL
                               MARTINEZ             NANCY
    REGION CODE    ADDRESS   : 456 SCHOONER WAY
        01         CITY      :    SEAL BEACH
                   STATE/ZIP : CA  90704
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,428.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,855.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,570,850.00
                               P & I AMT:     10,983.72  
                               UPB AMT:   1,567,969.35

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          208
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031754609     MORTGAGORS: CHRESAIDOS           GEORGE
                               CHRESAIDOS           KAY
    REGION CODE    ADDRESS   : 400 NORTH DOWNEY LANE
        01         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,270.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,962.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.68300
    ----------------------------------------------------------------
0   0031754617     MORTGAGORS: BERNSTEIN            ROBERT

    REGION CODE    ADDRESS   : 2224 WILDWOOD COURT
        01         CITY      :    FULLERTON
                   STATE/ZIP : CA  92831
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,605.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,925.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031754666     MORTGAGORS: NASTALA              CHET
                               NASTALA              CARLA
    REGION CODE    ADDRESS   : 8024 WINDERMERE DRIVE
        01         CITY      :    FAIR OAKS RANCH
                   STATE/ZIP : TX  78015
    MORTGAGE AMOUNT :   267,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,181.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,825.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031754724     MORTGAGORS: BISHOP               KAREN

    REGION CODE    ADDRESS   : 7854 BLERIOT AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,585.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,676.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031754807     MORTGAGORS: ABRUZZESE            DEREK
                               NEWMARK              MEREL
    REGION CODE    ADDRESS   : 31 AUTUMN LANE
        01         CITY      :    READING
                   STATE/ZIP : MA  01867
    MORTGAGE AMOUNT :   338,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,108.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,194.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,425,000.00
                               P & I AMT:      9,584.76  
                               UPB AMT:   1,422,750.90

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          209
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031754856     MORTGAGORS: MION                 RONALD
                               MION                 GLENDA
    REGION CODE    ADDRESS   : 1100 LOS CABALLITOS
        01         CITY      :    DEL MAR
                   STATE/ZIP : CA  92014
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,358.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,900.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 61.31300
    ----------------------------------------------------------------
0   0031754906     MORTGAGORS: OLDFIELD             ROBERT
                               OLDFIELD             DENISE
    REGION CODE    ADDRESS   : 10818 CHERRY HILL DRIVE
        01         CITY      :    GLEN ALLEN
                   STATE/ZIP : VA  23060
    MORTGAGE AMOUNT :   382,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,916.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,641.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.54500
    ----------------------------------------------------------------
0   0031754948     MORTGAGORS: REYNOLDS             KENNETH
                               REYNOLDS             SUSAN
    REGION CODE    ADDRESS   : 1100 SW FOUNTAIN CIR
        01         CITY      :    LEE'S SUMMIT
                   STATE/ZIP : MO  64081
    MORTGAGE AMOUNT :   332,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,840.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,265.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.80000
    ----------------------------------------------------------------
0   0031755036     MORTGAGORS: DALY                 MATTHEW
                               DALY                 SHARI
    REGION CODE    ADDRESS   : 6218 OAK PARK AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89118
    MORTGAGE AMOUNT :   351,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,739.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,454.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031755119     MORTGAGORS: MCMAHON              ANTHONY
                               MCMAHON              VIVIAN
    REGION CODE    ADDRESS   : 2664 SURREY DRIVE
        01         CITY      :    COVINA AREA
                   STATE/ZIP : CA  91724
    MORTGAGE AMOUNT :   286,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,132.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,977.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,771,950.00
                               P & I AMT:     12,240.18  
                               UPB AMT:   1,769,987.50

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          210
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031755135     MORTGAGORS: SOLLIDAY             ROBERT

    REGION CODE    ADDRESS   : 211 WEST LINGER LANE
        01         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85021
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,778.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,937.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031755242     MORTGAGORS: SAID                 SAID
                               TADROS               SUZAN
    REGION CODE    ADDRESS   : 6980 GRIZZLY COURT
        01         CITY      :    MANASSAS
                   STATE/ZIP : VA  20112
    MORTGAGE AMOUNT :   278,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,114.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,900.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0031755283     MORTGAGORS: MERICKEL             LAURA
                               MERICKEL             THOMAS
    REGION CODE    ADDRESS   : 5083 ALAMEDA STREET
        01         CITY      :    SHOREVIEW
                   STATE/ZIP : MN  55126
    MORTGAGE AMOUNT :   366,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,427.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,564.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.45200
    ----------------------------------------------------------------
0   0031755390     MORTGAGORS: RAKESTRAW            STANLEY
                               RAKESTRAW            PAMELA
    REGION CODE    ADDRESS   : 1705 CAMBRIDGE AVENUE
        01         CITY      :    FLOSSMOOR
                   STATE/ZIP : IL  60422
    MORTGAGE AMOUNT :   592,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    591,887.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,040.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.45300
    ----------------------------------------------------------------
0   0031755564     MORTGAGORS: PACOMA-ALAIMO        E
                               PACOMA               JOSELIA
    REGION CODE    ADDRESS   : 1261 SIERRA VILLAGE PLACE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95132
    MORTGAGE AMOUNT :   242,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,693.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,763,850.00
                               P & I AMT:     12,136.35  
                               UPB AMT:   1,762,458.28

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          211
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031755655     MORTGAGORS: BOEHL                ANDREW
                               BOEHL                MELODY
    REGION CODE    ADDRESS   : 3570 LUNEMAN ROAD
        01         CITY      :    PLACERVILLE
                   STATE/ZIP : CA  95667
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,726.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,486.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031755721     MORTGAGORS: GOULD                WILLIAM
                               GOULD                SUSAN
    REGION CODE    ADDRESS   : 83 WHITNEY ROAD
        01         CITY      :    MILLBURN TOWNSHIP
                   STATE/ZIP : NJ  07078
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,417.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.95100
    ----------------------------------------------------------------
0   0031755770     MORTGAGORS: YORDANOFF            B
                               LUECK                CAROLYN
    REGION CODE    ADDRESS   : 2019 NORTH MOHAWK #3
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60614
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    425,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,899.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 54.83800
    ----------------------------------------------------------------
0   0031755838     MORTGAGORS: SPEARMAN             REGGIE
                               SPEARMAN             LETITIA
    REGION CODE    ADDRESS   : 6144 S. KINGS ROAD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90056
    MORTGAGE AMOUNT :   318,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.12700
    ----------------------------------------------------------------
0   0031756034     MORTGAGORS: CORNISH              KEVIN
                               CORNISH              TRACY
    REGION CODE    ADDRESS   : 5850 GOLD CREEK DRIVE
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   293,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,550.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,002.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.90800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,747,300.00
                               P & I AMT:     11,926.23  
                               UPB AMT:   1,747,026.07

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          212
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031756810     MORTGAGORS: DONNELLY             GEORGE
                               SMITH                BETHANY
    REGION CODE    ADDRESS   : 23 COTTAGE STREET
        01         CITY      :    WELLSLEY
                   STATE/ZIP : MA  02482
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    450,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,031.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031756984     MORTGAGORS: LUDWICK              ARTHUR

    REGION CODE    ADDRESS   : 5522 WEST SAINT FRANCIS CIRCLE
        01         CITY      :    LOOMIS
                   STATE/ZIP : CA  95650
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,722.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,520.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 68.22400
    ----------------------------------------------------------------
0   0031757214     MORTGAGORS: GHARIOS              KHALIL
                               GHARIOS              NANCY
    REGION CODE    ADDRESS   : 4556 WHITEWOOD AVENUE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90808
    MORTGAGE AMOUNT :   233,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    232,734.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,721.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/23
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.53600
    ----------------------------------------------------------------
0   0031757222     MORTGAGORS: MUSSALLAM            JOSEPH
                               MUSSALLAM            JANAF
    REGION CODE    ADDRESS   : 157 SUSSEX COURT
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   286,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,187.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,002.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 65.46200
    ----------------------------------------------------------------
0   0031757479     MORTGAGORS: TRAFICANTE           EMILY
                               MCLEOD               ROBERT
    REGION CODE    ADDRESS   : 7116 TATLER ROAD
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   250,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,104.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,707.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,584,700.00
                               P & I AMT:     10,984.59  
                               UPB AMT:   1,583,748.86

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          213
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031757495     MORTGAGORS: JOHNSTONE            JEFFREY
                               JOHNSTONE            KELLY
    REGION CODE    ADDRESS   : 1043 VISTA MADERA LANE
        01         CITY      :    EL CAJON
                   STATE/ZIP : CA  92019
    MORTGAGE AMOUNT :   319,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,763.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,230.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.95200
    ----------------------------------------------------------------
0   0031757529     MORTGAGORS: DARCY                VALERIE

    REGION CODE    ADDRESS   : 12 WEST CENTRAL AVENUE
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95030
    MORTGAGE AMOUNT :   422,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    422,222.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,777.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031757545     MORTGAGORS: BERGER               JEFF
                               HASKI                MARY JEAN
    REGION CODE    ADDRESS   : 925 LINDEN AVENUE
        01         CITY      :    BURLINGAME
                   STATE/ZIP : CA  94010
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,776.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.35616
    ----------------------------------------------------------------
0   0031757578     MORTGAGORS: WETHERED             WALTER

    REGION CODE    ADDRESS   : 4395 GARRITY BLVD
        01         CITY      :    NAMPA
                   STATE/ZIP : ID  83687
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,805.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,768.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031757610     MORTGAGORS: HOLT                 J C
                               HOLT                 SHERYL
    REGION CODE    ADDRESS   : 1640 CASA GRANDE STREET
        01         CITY      :    PASADENA
                   STATE/ZIP : CA  91104
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,724.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,324.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.19300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,628,800.00
                               P & I AMT:     11,051.49  
                               UPB AMT:   1,627,291.74

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          214
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031757628     MORTGAGORS: GOYETTE              DANIEL
                               GOYETTE              CATHERINE
    REGION CODE    ADDRESS   : 72 WEST CARTER AVENUE
        01         CITY      :    SIERRA MADRE
                   STATE/ZIP : CA  91024
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,316.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,730.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031757644     MORTGAGORS: OLSON                THOMAS
                               OLSON                BEVERLY
    REGION CODE    ADDRESS   : 32642 COPPERCREST DRIVE
        01         CITY      :    TRABUCO CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   241,925.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,721.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,589.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 61.24600
    ----------------------------------------------------------------
0   0031757651     MORTGAGORS: LEMESH               RUSSELL
                               LEMESH               CYNTHIA
    REGION CODE    ADDRESS   : 41 CREEKSIDE DRIVE
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94903
    MORTGAGE AMOUNT :   346,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,743.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,419.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.40800
    ----------------------------------------------------------------
0   0031757677     MORTGAGORS: COPELAND             PAUL
                               COPELAND             KATHLEEN
    REGION CODE    ADDRESS   : 49 WEST ORANGE GROVE AVENUE
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91006
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,743.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,412.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.00000
    ----------------------------------------------------------------
0   0031757693     MORTGAGORS: KATZMANN             STEVEN
                               KATZMANN             SUSAN
    REGION CODE    ADDRESS   : 21850 HEATHER RIDGE DRIVE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    391,670.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,575.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,572,425.00
                               P & I AMT:     10,726.60  
                               UPB AMT:   1,571,195.89

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          215
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031757719     MORTGAGORS: MATHESON             MARK

    REGION CODE    ADDRESS   : 4246 TRIAS STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92103
    MORTGAGE AMOUNT :   385,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,714.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,691.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031757735     MORTGAGORS: MICHAELI             DAVID

    REGION CODE    ADDRESS   : 1932 IDAHO AVENUE
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90403
    MORTGAGE AMOUNT :   227,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    227,326.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,571.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 63.19400
    ----------------------------------------------------------------
0   0031757750     MORTGAGORS: HOLTHE               DONALD
                               MCKAY-HOLTHE         KAREN
    REGION CODE    ADDRESS   : 18975 SOUTH MESA DRIVE
        01         CITY      :    VILLA PARK
                   STATE/ZIP : CA  92861
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,746.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,983.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 69.42500
    ----------------------------------------------------------------
0   0031757776     MORTGAGORS: WELLING              BRENT
                               WELLING              SHEREEN
    REGION CODE    ADDRESS   : 1074 OAK HILL ROAD
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,709.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,361.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 63.96300
    ----------------------------------------------------------------
0   0031757784     MORTGAGORS: MCHOLLAND            GARY
                               MCHOLLAND            KIMBERLY
    REGION CODE    ADDRESS   : 39336 SPANISH BAY PLACE
        01         CITY      :    DAVIS
                   STATE/ZIP : CA  95616
    MORTGAGE AMOUNT :   487,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    487,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,367.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,757,000.00
                               P & I AMT:     11,976.07  
                               UPB AMT:   1,755,996.44

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          216
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031757800     MORTGAGORS: O HARA               MICHAEL
                               O HARA               HELEN
    REGION CODE    ADDRESS   : 2050 FALLEN LEAF LANE
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   475,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    474,600.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,120.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 67.85700
    ----------------------------------------------------------------
0   0031757818     MORTGAGORS: TREVINO              EDUARDO
                               TREVINO              NANCY
    REGION CODE    ADDRESS   : 7 POSSUM RUN
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92614
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,720.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.36300
    ----------------------------------------------------------------
0   0031757842     MORTGAGORS: GHASSEMI             HOSSEIN
                               GHASSEMI             SHAHRZAD
    REGION CODE    ADDRESS   : 21931 WOODLAND CREST DRIVE
        01         CITY      :    WOODLAND HILLS
                   STATE/ZIP : CA  91364
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,726.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,387.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.26800
    ----------------------------------------------------------------
0   0031757859     MORTGAGORS: SASS                 ALLAN
                               SASS                 EVELYN
    REGION CODE    ADDRESS   : 538 WEST STEVENS ROAD
        01         CITY      :    PALM SPRINGS
                   STATE/ZIP : CA  92262
    MORTGAGE AMOUNT :   497,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    496,602.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,348.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 58.47000
    ----------------------------------------------------------------
0   0031757867     MORTGAGORS: O'SHAUGHNESSY        WILLIAM
                               O'SHAUGHNESSY        EVELYN
    REGION CODE    ADDRESS   : 212 ARBOR LANE
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   354,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    353,709.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,355.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 56.54900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,928,000.00
                               P & I AMT:     12,952.11  
                               UPB AMT:   1,923,360.68

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          217
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031757875     MORTGAGORS: BRADBERRY            MARK
                               FENWICK              STACY
    REGION CODE    ADDRESS   : 28371 CAMINO DIMORA
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,726.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,486.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.26000
    ----------------------------------------------------------------
0   0031758071     MORTGAGORS: WAGAN                STEVEN
                               KINARD               LAUREL
    REGION CODE    ADDRESS   : 610 NEW HAVEN DRIVE
        01         CITY      :    SUWANEE
                   STATE/ZIP : GA  30024
    MORTGAGE AMOUNT :   266,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,797.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.98500
    ----------------------------------------------------------------
0   0031758188     MORTGAGORS: THOMAS               JOHN
                               THOMAS               SUSAN
    REGION CODE    ADDRESS   : 4359 HANNA HILLS DR
        01         CITY      :    DUBLIN
                   STATE/ZIP : OH  43016
    MORTGAGE AMOUNT :   327,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,524.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,376.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031758204     MORTGAGORS: FERRY                STEPHEN
                               FERRY                ELIZABETH
    REGION CODE    ADDRESS   : 11560 HOLLY BRIAR LANE
        01         CITY      :    GREAT FALLS
                   STATE/ZIP : VA  22066
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,595.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,901.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 59.78000
    ----------------------------------------------------------------
0   0031758220     MORTGAGORS: FITZHUGH             GARY

    REGION CODE    ADDRESS   : 898 COACHWAY
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21401
    MORTGAGE AMOUNT :   400,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,583.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,866.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 75.50000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,626,650.00
                               P & I AMT:     11,428.60  
                               UPB AMT:   1,625,178.83

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          218
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031758238     MORTGAGORS: YORCK                D.
                               YORCK                FRANCINE
    REGION CODE    ADDRESS   : 5556 CAMINITO EXQUISITO
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   292,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,758.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,921.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031758261     MORTGAGORS: BARRATT              WARREN
                               BARRATT              LISA
    REGION CODE    ADDRESS   : 1419 EVIE LANE
        01         CITY      :    WEST CHESTER
                   STATE/ZIP : PA  19382
    MORTGAGE AMOUNT :   380,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,559.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,497.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 77.80200
    ----------------------------------------------------------------
0   0031758279     MORTGAGORS: BANET                THOMAS
                               BANET                SUSAN
    REGION CODE    ADDRESS   : 10558 FOX FOREST DRIVE
        01         CITY      :    GREAT FALLS
                   STATE/ZIP : VA  22066
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,401.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,332.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 56.35100
    ----------------------------------------------------------------
0   0031758329     MORTGAGORS: PARRISH              DOUGLAS
                               BRASIER              MARILYN
    REGION CODE    ADDRESS   : 9430 LAKESIDE DR
        01         CITY      :    VIENNA
                   STATE/ZIP : VA  22182
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,663.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,627.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 71.71600
    ----------------------------------------------------------------
0   0031758378     MORTGAGORS: NEERMAN              DAIVD
                               NEERMAN              MARGARET
    REGION CODE    ADDRESS   : 6131 BROOK DRIVE
        01         CITY      :    FALLS CHURCH
                   STATE/ZIP : VA  22044
    MORTGAGE AMOUNT :   266,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,212.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,886.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.46900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,694,300.00
                               P & I AMT:     11,265.97  
                               UPB AMT:   1,691,596.49

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          219
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031758394     MORTGAGORS: TAAPKEN              TODD
                               TAAPKEN              LISA
    REGION CODE    ADDRESS   : 568 MARAGA WAY
        01         CITY      :    ORINDA
                   STATE/ZIP : CA  94553
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,731.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031758402     MORTGAGORS: KENNY                DALE
                               KENNY                PHYLLIS
    REGION CODE    ADDRESS   : 1789 WARBLER PLACE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,642.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031758477     MORTGAGORS: STOCKWELL            GORDON

    REGION CODE    ADDRESS   : 22181 WAYSIDE
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   410,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    409,248.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,271.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/18
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.54500
    ----------------------------------------------------------------
0   0031758527     MORTGAGORS: SHIRLEY              KENNETH
                               SHIRLEY              LUZ
    REGION CODE    ADDRESS   : 20214 BARNARD AVENUE
        01         CITY      :    WALNUT
                   STATE/ZIP : CA  91789
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,812.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.06400
    ----------------------------------------------------------------
0   0031759509     MORTGAGORS: GERBER               ROBERT
                               GERBER               ELIZABETH
    REGION CODE    ADDRESS   : 1335 NORTH BALDWIN AVENUE
        01         CITY      :    ARCADIA
                   STATE/ZIP : CA  91006
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,707.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,652.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,614,000.00
                               P & I AMT:     11,546.19  
                               UPB AMT:   1,612,142.70

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          220
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031759525     MORTGAGORS: BRADBURY             WILLIAM
                               BRADBURY             CYNTHIA
    REGION CODE    ADDRESS   : 160 ALDER STREET
        01         CITY      :    CORONADO
                   STATE/ZIP : CA  92118
    MORTGAGE AMOUNT :   341,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,933.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,327.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.61500
    ----------------------------------------------------------------
0   0031759541     MORTGAGORS: CHAIM                NISSIM
                               CHAIM                SHARLET
    REGION CODE    ADDRESS   : 146 NORTH CERSON ROAD
        01         CITY      :    BEVERLY HILLS
                   STATE/ZIP : CA  90211
    MORTGAGE AMOUNT :   370,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    369,681.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,399.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 31.62300
    ----------------------------------------------------------------
0   0031759830     MORTGAGORS: HENRY                ROBERT
                               HENRY                JANET
    REGION CODE    ADDRESS   : 1780 BOWLING GREEN DRIVE
        01         CITY      :    LAKE FOREST
                   STATE/ZIP : IL  60045
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,328.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 64.22000
    ----------------------------------------------------------------
0   0031759962     MORTGAGORS: MOEGLEIN             CAROLYN
                               MOEGLEIN             MARK
    REGION CODE    ADDRESS   : 635 FONTES DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   471,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    470,641.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,253.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.50000
    ----------------------------------------------------------------
0   0031759996     MORTGAGORS: MANHA                ANNE
                               MANHA                JIM
    REGION CODE    ADDRESS   : 100 TRIPOLI COURT
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,809.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.56756
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,782,200.00
                               P & I AMT:     12,035.73  
                               UPB AMT:   1,781,066.65

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          221
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031760044     MORTGAGORS: RICHARDSON           JEFF
                               RICHARDSON           PENNY
    REGION CODE    ADDRESS   : 808 PIEDMONT WAY
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94062
    MORTGAGE AMOUNT :   390,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    389,703.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,693.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 59.09000
    ----------------------------------------------------------------
0   0031760085     MORTGAGORS: DODSON               J
                               DODSON               SHARON
    REGION CODE    ADDRESS   : 11 CUTTING COURT
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,766.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,202.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031760119     MORTGAGORS: NELSON               JAMES
                               NELSON               JANE
    REGION CODE    ADDRESS   : 221 HIDDEN VALLEY LANE
        01         CITY      :    VACAVILLE
                   STATE/ZIP : CA  95688
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,717.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,657.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031760127     MORTGAGORS: O'HENLEY             RICHARD
                               O'HENLEY             NICOLE
    REGION CODE    ADDRESS   : 12 GREENVALE STREET
        01         CITY      :    RANCHO SANTA MARGARITA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031760135     MORTGAGORS: DENT                 KENNETH
                               DENT                 ADRIENNE
    REGION CODE    ADDRESS   : 1229 NOE STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94114
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,769.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,167.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.45400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,639,000.00
                               P & I AMT:     11,489.91  
                               UPB AMT:   1,637,957.39

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          222
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031760176     MORTGAGORS: GILBERT              SHELDON
                               GILBERT              SUZANNE
    REGION CODE    ADDRESS   : 7281 CASTLE DRIVE
        01         CITY      :    DUBLIN
                   STATE/ZIP : CA  94568
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,811.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.61100
    ----------------------------------------------------------------
0   0031760234     MORTGAGORS: TICHENOR             BYRAM
                               TICHENOR             ALISON
    REGION CODE    ADDRESS   : 8028 YUCCA SPRINGS DRIVE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89129
    MORTGAGE AMOUNT :   273,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,797.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,908.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.11392
    ----------------------------------------------------------------
0   0031760242     MORTGAGORS: MYLCHREEST           IAIN
                               MYLCHREEST           LINDA
    REGION CODE    ADDRESS   : 6310 BLACKBERRY COURT
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,539.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 68.29200
    ----------------------------------------------------------------
0   0031760309     MORTGAGORS: UKANWA               ALEXANDER
                               UKANWA               MARIA
    REGION CODE    ADDRESS   : 593 EL INVIERNO DRIVE,
        01         CITY      :    GILROY,
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   280,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,170.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,865.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98600
    ----------------------------------------------------------------
0   0031760325     MORTGAGORS: PRYOR                JON
                               PRYOR                LAURIE
    REGION CODE    ADDRESS   : 14180 STONEGATE LANE
        01         CITY      :    MINNETONKA
                   STATE/ZIP : MN  55345
    MORTGAGE AMOUNT :   439,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,123.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,072.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.75400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,532,850.00
                               P & I AMT:     10,550.18  
                               UPB AMT:   1,531,442.86

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          223
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031760341     MORTGAGORS: JONASSON             AXEL

    REGION CODE    ADDRESS   : 6351 BLACKBERRY COURT
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,376.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,676.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.97100
    ----------------------------------------------------------------
0   0031760408     MORTGAGORS: COFIELD              DAVID
                               COFIELD              CHARLOTTE
    REGION CODE    ADDRESS   : 330 OAKWOOD CIRCLE
        01         CITY      :    MARTINEZ
                   STATE/ZIP : CA  94553
    MORTGAGE AMOUNT :   243,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,110.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,659.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.97700
    ----------------------------------------------------------------
0   0031760465     MORTGAGORS: AUERBACH             BRUCE
                               AUERBACH             DEBORAH
    REGION CODE    ADDRESS   : 2 STODDARD COURT
        01         CITY      :    SPARKS
                   STATE/ZIP : MD  21152
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,726.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,387.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.68400
    ----------------------------------------------------------------
0   0031760481     MORTGAGORS: MARTI                STEPHAN
                               MARTI                CAROLINA
    REGION CODE    ADDRESS   : 34 FIELD ROAD
        01         CITY      :    RIVERSIDE
                   STATE/ZIP : CT  06878
    MORTGAGE AMOUNT :   492,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    491,596.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,273.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031760523     MORTGAGORS: ROLAND               PAUL
                               ROLAND               LYNDA
    REGION CODE    ADDRESS   : 28943 233RD AVENUE SOUTHEAST
        01         CITY      :    KENT
                   STATE/ZIP : WA  98042
    MORTGAGE AMOUNT :   244,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,576.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,691.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.97061
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,582,250.00
                               P & I AMT:     10,689.03  
                               UPB AMT:   1,580,386.61

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          224
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031760598     MORTGAGORS: PETERS               THOMAS

    REGION CODE    ADDRESS   : 5560 STONELEIGH DRIVE
        01         CITY      :    SUWANEE
                   STATE/ZIP : GA  30024
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,328.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 61.51142
    ----------------------------------------------------------------
0   0031760630     MORTGAGORS: HUNT                 FORREST

    REGION CODE    ADDRESS   : 1710 NEW HAMPTON LANE
        01         CITY      :    WOODSTOCK
                   STATE/ZIP : MD  21163
    MORTGAGE AMOUNT :   353,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,924.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,409.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.98800
    ----------------------------------------------------------------
0   0031760655     MORTGAGORS: WALKER               DAVID
                               WALKER               DONNA
    REGION CODE    ADDRESS   : 2 KOSHARI
        01         CITY      :    SANTE FE
                   STATE/ZIP : NM  87501
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,600.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,368.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.44400
    ----------------------------------------------------------------
0   0031760713     MORTGAGORS: KOBAYASHI            WESLEY
                               KOBAYASHI            NANCY
    REGION CODE    ADDRESS   : 48 CRESTVIEW
        01         CITY      :    LAS FLORES AREA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   405,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,762.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.63600
    ----------------------------------------------------------------
0   0031760903     MORTGAGORS: TINDALL              JOHN

    REGION CODE    ADDRESS   : 11464 DISCOVERY HEIGHTS CIRCLE
        01         CITY      :    ANCHORAGE
                   STATE/ZIP : AK  99516
    MORTGAGE AMOUNT :   411,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    410,687.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,838.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.72700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,019,200.00
                               P & I AMT:     13,708.08  
                               UPB AMT:   2,018,211.90

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          225
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031760978     MORTGAGORS: LEE                  N
                               LEE                  BRENDA
    REGION CODE    ADDRESS   : 103 ACACIA  COURT
        01         CITY      :     WILLIAMSBURG
                   STATE/ZIP : VA  23185
    MORTGAGE AMOUNT :   357,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    356,721.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,435.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.91800
    ----------------------------------------------------------------
0   0031761042     MORTGAGORS: FRATKIN              LOUIS
                               FRATKIN              JO ANN
    REGION CODE    ADDRESS   : 2816 QUEENS WAY
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,764.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,300.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.26829
    ----------------------------------------------------------------
0   0031761125     MORTGAGORS: SCHAFER              HAROLD
                               SCHAFER              DONNA
    REGION CODE    ADDRESS   : 101 IDLEWOOD ROAD
        01         CITY      :    KENTFIELD
                   STATE/ZIP : CA  94904
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,695.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,762.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 44.44400
    ----------------------------------------------------------------
0   0031761398     MORTGAGORS: HEALY                JAMES
                               HEALY                LAURA
    REGION CODE    ADDRESS   : 7831 COWAN AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   352,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,401.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031761521     MORTGAGORS: HEPNER               LINDA

    REGION CODE    ADDRESS   : 1561 REEVES STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90035
    MORTGAGE AMOUNT :   519,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    519,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 51.90000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,953,000.00
                               P & I AMT:     13,396.26  
                               UPB AMT:   1,952,181.92

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          226
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031761760     MORTGAGORS: CHANDRA              GOPINATH
                               GOPINATH             SRIDEVI
    REGION CODE    ADDRESS   : 2440 HERITAGE WAY
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   353,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,881.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,439.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.82500
    ----------------------------------------------------------------
0   0031761984     MORTGAGORS: KUHLMANN             HORST
                               KUHLMANN             WIEBKE
    REGION CODE    ADDRESS   : 1435 SAN ADREAS ROAD
        01         CITY      :    LE SELVA BEACH
                   STATE/ZIP : CA  95076
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,048.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 17.37100
    ----------------------------------------------------------------
0   0031762107     MORTGAGORS: BREEN                MICHAEL
                               BREEN                VIRGINIA
    REGION CODE    ADDRESS   : 870 KNIGHT STREET
        01         CITY      :    SONOMA
                   STATE/ZIP : CA  95476
    MORTGAGE AMOUNT :   251,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,804.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.71400
    ----------------------------------------------------------------
0   0031762115     MORTGAGORS: CASEY                SEAN
                               CASEY                THERESA
    REGION CODE    ADDRESS   : 1411 GLENWOOD AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   311,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,745.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,069.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 42.83700
    ----------------------------------------------------------------
0   0031762123     MORTGAGORS: BARRETT              RICHARD
                               LAHAR                DEVON
    REGION CODE    ADDRESS   : 6128 HANSEN DRIVE
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,724.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,317.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.47700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,563,150.00
                               P & I AMT:     10,586.17  
                               UPB AMT:   1,562,155.46

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          227
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031762131     MORTGAGORS: RICH                 JOHN
                               RICH                 PATRICIA
    REGION CODE    ADDRESS   : 4644 WILLOW CREST AVENUE
        01         CITY      :    NORTH HOLLYWOOD AREA
                   STATE/ZIP : CA  91602
    MORTGAGE AMOUNT :   249,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,741.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.32800
    ----------------------------------------------------------------
0   0031762149     MORTGAGORS: BREWER               DENNY
                               BREWER               DEBORAH
    REGION CODE    ADDRESS   : 173 ROSARIO COURT
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   260,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,101.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,797.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031762214     MORTGAGORS: DE LA VEGA           MARK
                               DE LA VEGA           MARY
    REGION CODE    ADDRESS   : 3427 WOODSTOCK LANE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94040
    MORTGAGE AMOUNT :   494,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,323.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,416.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.67600
    ----------------------------------------------------------------
0   0031762248     MORTGAGORS: PALASZCZUK           JOHN
                               PALASZCZUK           RITA
    REGION CODE    ADDRESS   : 903 LEONA LANE
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20171
    MORTGAGE AMOUNT :   348,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,267.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,409.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.94600
    ----------------------------------------------------------------
0   0031762313     MORTGAGORS: SERINE               EDWARD
                               SERINE               DONNA
    REGION CODE    ADDRESS   : LOT 2 HANNAH DR
        01         CITY      :    WATERFORD
                   STATE/ZIP : VA  20197
    MORTGAGE AMOUNT :   471,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    471,163.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,137.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.59100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,824,350.00
                               P & I AMT:     12,501.96  
                               UPB AMT:   1,822,856.53

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          228
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031762339     MORTGAGORS: COYLE                THOMAS
                               DENNIS               KARAN
    REGION CODE    ADDRESS   : 27 ORANGEGROVE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92604
    MORTGAGE AMOUNT :   234,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,671.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,622.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.98000
    ----------------------------------------------------------------
0   0031762362     MORTGAGORS: BUJOK                KAREL

    REGION CODE    ADDRESS   : 3764 COOLHEIGHTS DRIVE
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,720.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,358.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 58.62600
    ----------------------------------------------------------------
0   0031762388     MORTGAGORS: MAYNARD              DENNIS

    REGION CODE    ADDRESS   : 44189 BEAR HOLLOW AVENUE
        01         CITY      :    SUGARLOAF
                   STATE/ZIP : CA  92350
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,809.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.56700
    ----------------------------------------------------------------
0   0031762396     MORTGAGORS: GOLDSMITH            JEFFREY
                               LUMER                JACQUELINE
    REGION CODE    ADDRESS   : 516 COLE STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94117
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,726.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,387.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 58.06700
    ----------------------------------------------------------------
0   0031762420     MORTGAGORS: LARSON               CAROL

    REGION CODE    ADDRESS   : 880 SUNRISE DRIVE,
        01         CITY      :    GILROY,
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,812.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,583.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 58.02400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,419,850.00
                               P & I AMT:      9,677.63  
                               UPB AMT:   1,418,740.20

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          229
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031762438     MORTGAGORS: O'BRIEN              EVAN
                               O'BRIEN              EVA
    REGION CODE    ADDRESS   : 636 MONTGOMERY SCHOOL LANE
        01         CITY      :    WYNNEWOOD
                   STATE/ZIP : PA  19096
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    598,988.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,941.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 71.42800
    ----------------------------------------------------------------
0   0031762453     MORTGAGORS: GARDNER              DONALD
                               GARDNER              KATHRYN
    REGION CODE    ADDRESS   : 1432 EAST WALNUT AVENUE
        01         CITY      :    EL SEGUNDO
                   STATE/ZIP : CA  90245
    MORTGAGE AMOUNT :   310,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,638.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,042.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 51.81600
    ----------------------------------------------------------------
0   0031762487     MORTGAGORS: YOO                  MOON

    REGION CODE    ADDRESS   : 19 KINGFISHER COURT
        01         CITY      :    TRABUCO CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,781.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 60.46500
    ----------------------------------------------------------------
0   0031762560     MORTGAGORS: PERCZ                LAURENCE
                               PERCZ                CYNTHIA
    REGION CODE    ADDRESS   : 1037 VIA NOGALES
        01         CITY      :    PALOS VERDES ESTATES
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   423,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    422,661.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,849.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 68.66800
    ----------------------------------------------------------------
0   0031762628     MORTGAGORS: ROHRBACHER           LARRY
                               ROHRBACHER           KAREN
    REGION CODE    ADDRESS   : 2152 SUNSPRITE DRIVE
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   341,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,846.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,385.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.98600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,935,000.00
                               P & I AMT:     12,926.86  
                               UPB AMT:   1,932,917.91

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          230
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031762636     MORTGAGORS: JOHNSON              CHARLES

    REGION CODE    ADDRESS   : 241 APTOS BEACH DRIVE
        01         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,528.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031762693     MORTGAGORS: BYERRUM              JAMES
                               BYERRUM              KAY
    REGION CODE    ADDRESS   : 1242 SALVADOR DRIVE EAST
        01         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   245,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,403.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,654.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031762701     MORTGAGORS: KIEMA                SAMUEL
                               KIEMA                JEDIDAH
    REGION CODE    ADDRESS   : 1334 EAST PALM DRIVE
        01         CITY      :    COVINA
                   STATE/ZIP : CA  91724
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,821.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 93.52500
    ----------------------------------------------------------------
0   0031762719     MORTGAGORS: MCCULLOCH            MIKE
                               MCCULLOCH            LISA
    REGION CODE    ADDRESS   : 12078 SEPIA COURT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92128
    MORTGAGE AMOUNT :   266,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,741.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,821.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031762735     MORTGAGORS: WOODWARD             BARBARA
                               NEVIN                JACK
    REGION CODE    ADDRESS   : 288 POMONA AVENUE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90803
    MORTGAGE AMOUNT :   279,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,976.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,881.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,431,750.00
                               P & I AMT:      9,770.10  
                               UPB AMT:   1,430,943.12

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          231
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031762743     MORTGAGORS: PEARCE               KENNETH
                               PEARCE               BEVERLY
    REGION CODE    ADDRESS   : 321 16TH STREET
        01         CITY      :    SEAL BEACH
                   STATE/ZIP : CA  90740
    MORTGAGE AMOUNT :   283,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,289.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,982.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031762768     MORTGAGORS: LOUGHRY              HOWARD

    REGION CODE    ADDRESS   : 3734 MANOR DRIVE
        01         CITY      :    LAKEWOOD
                   STATE/ZIP : CA  90712
    MORTGAGE AMOUNT :   490,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    489,662.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,552.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 65.33300
    ----------------------------------------------------------------
0   0031762784     MORTGAGORS: SCOTT                MARK

    REGION CODE    ADDRESS   : 5228 EL MIRADOR DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90008
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,812.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,583.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 78.33300
    ----------------------------------------------------------------
0   0031762800     MORTGAGORS: GUYSE                MARY

    REGION CODE    ADDRESS   : 7264 LEEDHOM DRIVE
        01         CITY      :    HIGHLAND
                   STATE/ZIP : CA  92346
    MORTGAGE AMOUNT :   243,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,019.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,700.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031762925     MORTGAGORS: NOVAK                JAMES
                               NOVAK                CATHLEEN
    REGION CODE    ADDRESS   : 126 GETCHELL STREET
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 50.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,651,700.00
                               P & I AMT:     11,547.56  
                               UPB AMT:   1,650,783.97

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          232
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031762982     MORTGAGORS: BOWEN                MICHAEL
                               BOWEN                LINDA
    REGION CODE    ADDRESS   : 107 BROOKWOOD DRIVE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95065
    MORTGAGE AMOUNT :   342,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,423.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.17300
    ----------------------------------------------------------------
0   0031763089     MORTGAGORS: RATY                 ANSSI

    REGION CODE    ADDRESS   : 405 LAFAYETTE PARK
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   378,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    378,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,483.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031763121     MORTGAGORS: LAMAGNA              LORI
                               ZARATE               GUSTAVO
    REGION CODE    ADDRESS   : 1954 MAGELLAN DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,789.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031763618     MORTGAGORS: BLACKBURN            JAMES
                               BLACKBURN            SUSAN
    REGION CODE    ADDRESS   : 33112 SEAWATCH
        01         CITY      :    DANA POINT
                   STATE/ZIP : CA  92629
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,181.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031763626     MORTGAGORS: SCHREIBER            NANCY

    REGION CODE    ADDRESS   : 2227 21ST STREET
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90405
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,756.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,210.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 59.81300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,628,400.00
                               P & I AMT:     11,087.86  
                               UPB AMT:   1,628,156.50

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          233
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031763733     MORTGAGORS: TKALCEVIC            NANCY

    REGION CODE    ADDRESS   : 125 MASSOL AVENUE
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95030
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,368.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 59.88000
    ----------------------------------------------------------------
0   0031763774     MORTGAGORS: DUPONT               CATHLEEN

    REGION CODE    ADDRESS   : 20011 CROWN REEF LANE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,643.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031763899     MORTGAGORS: LEUCK                STEVEN
                               LEUCK                SUSAN
    REGION CODE    ADDRESS   : 961 BROMMER STREET
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95062
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 72.43200
    ----------------------------------------------------------------
0   0031763915     MORTGAGORS: CANDIA               MARION

    REGION CODE    ADDRESS   : 342 SOUTH SMOKERIDGE TERRACE
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   273,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,386.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031763923     MORTGAGORS: HIPPELY              KEITH

    REGION CODE    ADDRESS   : 514 HARKNESS STREET
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,782.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,832.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.52000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,557,600.00
                               P & I AMT:     10,494.44  
                               UPB AMT:   1,557,169.04

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          234
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031763931     MORTGAGORS: PELLE                JOHN
                                PELLE               CHRISTINE
    REGION CODE    ADDRESS   : 1925 GILMAN CIRCLE
        01         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,815.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,609.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031763998     MORTGAGORS: BAUDENDISTEL         ALLEN
                               PHELAN               MARY
    REGION CODE    ADDRESS   : 2931 DEVONDALE PLACE
        01         CITY      :    FRONTENAC
                   STATE/ZIP : MO  63131
    MORTGAGE AMOUNT :   399,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,696.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,755.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 58.93600
    ----------------------------------------------------------------
0   0031764004     MORTGAGORS: RIES                 KEVIN
                               RIES                 BARBARA
    REGION CODE    ADDRESS   : 4619 MCDONALD DR OVERLOOK
        01         CITY      :    STILLWATER
                   STATE/ZIP : MN  55082
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,603.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,469.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   02/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.97561
    ----------------------------------------------------------------
0   0031764012     MORTGAGORS: EIGLES               JACK
                               EIGLES               ADRIENNE
    REGION CODE    ADDRESS   : 15331 HIGHCROFT ROAD
        01         CITY      :    CHESTERFIELD
                   STATE/ZIP : MO  63017
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,703.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,796.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 61.53800
    ----------------------------------------------------------------
0   0031764020     MORTGAGORS: FRUSH                TIMOTHY
                               FRUSH                NALINI
    REGION CODE    ADDRESS   : 39 LIQUIDAMBER COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   396,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    396,298.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,739.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.10000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,931,600.00
                               P & I AMT:     13,371.29  
                               UPB AMT:   1,930,117.09

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          235
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031764038     MORTGAGORS: ROGERS               GARY
                               ROGERS               CATHY
    REGION CODE    ADDRESS   : 8073 SILVER KING DRIVE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89129
    MORTGAGE AMOUNT :   282,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,990.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,973.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.55000
    ----------------------------------------------------------------
0   0031764061     MORTGAGORS: HARTWIG              JEFFREY
                               HARTWIG              LAUREL
    REGION CODE    ADDRESS   : 14 MOUNT RAINIER COURT
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94903
    MORTGAGE AMOUNT :   273,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,792.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 58.70900
    ----------------------------------------------------------------
0   0031764087     MORTGAGORS: ANDERSON             KEVIN
                               ANDERSON             CAROL
    REGION CODE    ADDRESS   : 188 CREST VIEW DRIVE
        01         CITY      :    ORINDA
                   STATE/ZIP : CA  94563
    MORTGAGE AMOUNT :   371,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    371,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,594.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.70300
    ----------------------------------------------------------------
0   0031764095     MORTGAGORS: FEUERMAN             ERIC
                               FEUERMAN             JONI
    REGION CODE    ADDRESS   : 29666 QUAIL RUN DRIVE
        01         CITY      :    AGOURA HILLS
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   363,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    362,702.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,415.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.62500
    ----------------------------------------------------------------
0   0031764103     MORTGAGORS: PERKINS              JANET

    REGION CODE    ADDRESS   : 408 TOTHERO PLACE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94536
    MORTGAGE AMOUNT :   306,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,272.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,143.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.36200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,595,700.00
                               P & I AMT:     11,010.95  
                               UPB AMT:   1,594,757.82

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          236
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031764145     MORTGAGORS: NASH                 SHANNON
                               MODER                MICHELLE
    REGION CODE    ADDRESS   : 4812 RIVER AVENUE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   373,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    373,208.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,547.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031764293     MORTGAGORS: LIN                  JOHN
                               LIN                  JIAN
    REGION CODE    ADDRESS   : 1788 FUMIA COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   333,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,940.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,273.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031764319     MORTGAGORS: DEWDNEY              NOLAN
                               ZHENG                LILI
    REGION CODE    ADDRESS   : 1770 FUMIA COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   331,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,291.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.97900
    ----------------------------------------------------------------
0   0031764327     MORTGAGORS: LONG                 JOSEPH
                               LONG                 SHERI
    REGION CODE    ADDRESS   : 13149 MORNING GLORY DRIVE
        01         CITY      :    LAKESIDE
                   STATE/ZIP : CA  92040
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 85.59100
    ----------------------------------------------------------------
0   0031764392     MORTGAGORS: GALLI                THOMAS
                               GALLI                CYNTHIA
    REGION CODE    ADDRESS   : 3631 N. PEARY STREET
        01         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22207
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,358.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,694.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.07400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,685,500.00
                               P & I AMT:     11,492.48  
                               UPB AMT:   1,684,307.03

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          237
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031764947     MORTGAGORS: CLESCERI             MICHELLE

    REGION CODE    ADDRESS   : 417 WEST SUNNY HILLS ROAD,
        01         CITY      :    FULLERTON,
                   STATE/ZIP : CA  92835
    MORTGAGE AMOUNT :   306,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,113.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 68.76400
    ----------------------------------------------------------------
0   0031764962     MORTGAGORS: STORM                CHARLES

    REGION CODE    ADDRESS   : 1005 ROLLING WOODS WAY
        01         CITY      :    CONCORD
                   STATE/ZIP : CA  94521
    MORTGAGE AMOUNT :   343,920.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,651.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,346.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031764988     MORTGAGORS: LEMONT               DAVID
                               LEMONT               JAMIE
    REGION CODE    ADDRESS   : 19 HICKORY LANE
        01         CITY      :    BOXFORD
                   STATE/ZIP : MA  01921
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,382.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,008.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.88700
    ----------------------------------------------------------------
0   0031765001     MORTGAGORS: PALOMINO             EDUARDO
                               PALOMINO             LETICIA
    REGION CODE    ADDRESS   : 16642 MOUNT DARWIN CIRCLE
        01         CITY      :    FOUNTIAN VALLEY
                   STATE/ZIP : CA  92708
    MORTGAGE AMOUNT :   265,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,302.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,856.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031765043     MORTGAGORS: HEILEMANN            MICHAEL
                               HEILEMANN            DANUTA
    REGION CODE    ADDRESS   : 1610 PALISADES DRIVE
        01         CITY      :    PACIFIC PALISADES AREA
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   298,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,778.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,083.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,638,420.00
                               P & I AMT:     11,407.82  
                               UPB AMT:   1,637,116.34

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          238
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031765449     MORTGAGORS: PATON                DAVID
                               PATON                KIM
    REGION CODE    ADDRESS   : 10002 WALDGROVE PLACE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,781.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,137.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.68300
    ----------------------------------------------------------------
0   0031765472     MORTGAGORS: ANIXTER              FREDRICK
                               ANIXTER              SUZANNA
    REGION CODE    ADDRESS   : 413 POCONO MANOR PLACE
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   302,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,037.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031765597     MORTGAGORS: CLAYTON              ROSEMARIE

    REGION CODE    ADDRESS   : 5301 SUMMIT DRIVE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,781.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,910.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.54500
    ----------------------------------------------------------------
0   0031765605     MORTGAGORS: STANGEL              CHRISTOPHER
                               STANGEL              BEBORAH
    REGION CODE    ADDRESS   : 119 GLEN COURT
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   421,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    421,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,838.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0031765621     MORTGAGORS: SELLERS              ROBERT
                               SELLERS              THERESA
    REGION CODE    ADDRESS   : 5212 ROKEFIELD WAY
        01         CITY      :    NORCROSS
                   STATE/ZIP : GA  30092
    MORTGAGE AMOUNT :   255,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,700.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.17600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,561,300.00
                               P & I AMT:     10,623.85  
                               UPB AMT:   1,560,862.99

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          239
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031765712     MORTGAGORS: HESS                 BRADLEY
                               KLABUNDE             CARRIE
    REGION CODE    ADDRESS   : 301 SILVER KING LANE
        01         CITY      :    ROCKVILLE
                   STATE/ZIP : MD  20850
    MORTGAGE AMOUNT :   314,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,783.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,091.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0031765746     MORTGAGORS: FULLER               THOMAS
                               FULLER               KATHRYN
    REGION CODE    ADDRESS   : 8753 CENTER ROAD
        01         CITY      :    SPRINGFIELD
                   STATE/ZIP : VA  22152
    MORTGAGE AMOUNT :   388,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    388,134.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,619.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0031765787     MORTGAGORS: REED                 JAMES
                               REED                 CHONG
    REGION CODE    ADDRESS   : 6291 RED FOX ESTATES COURT
        01         CITY      :    SPRINGFIELD
                   STATE/ZIP : VA  22152
    MORTGAGE AMOUNT :   312,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,287.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,053.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0031765795     MORTGAGORS: SYRKES               DELENCY

    REGION CODE    ADDRESS   : 7201 COURTHOUSE ROAD
        01         CITY      :    SPOTSYLVANIA
                   STATE/ZIP : VA  22553
    MORTGAGE AMOUNT :   242,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,796.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,589.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 59.02439
    ----------------------------------------------------------------
0   0031765860     MORTGAGORS: MASON                WILLY
                               OTVOS                KIMBERLY
    REGION CODE    ADDRESS   : 5942 CROSSMONT CIRCLE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,687.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.66900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,657,700.00
                               P & I AMT:     11,082.53  
                               UPB AMT:   1,655,689.50

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          240
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031765894     MORTGAGORS: KERMODE              ROBERT
                               KERMODE              MARY
    REGION CODE    ADDRESS   : 172 HOLIDAY WAY
        01         CITY      :    MAMMOTH LAKES
                   STATE/ZIP : CA  93546
    MORTGAGE AMOUNT :   298,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,767.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,032.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 66.22200
    ----------------------------------------------------------------
0   0031765910     MORTGAGORS: WOFFORD              JOSEPH
                               WOFFORD              MERCEDES
    REGION CODE    ADDRESS   : 3872 FORESTWOOD DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95121
    MORTGAGE AMOUNT :   263,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,603.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,908.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031767049     MORTGAGORS: JOHNSON              CURTIS
                               CURTIS               CAROL
    REGION CODE    ADDRESS   : 17342 SERENE DRIVE
        01         CITY      :    MORGAN HILL
                   STATE/ZIP : CA  95037
    MORTGAGE AMOUNT :   391,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    391,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,635.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031767122     MORTGAGORS: ADAMS                RICHARD
                               ADAMS                KRISTINE
    REGION CODE    ADDRESS   : 4483 THICKET TRACE
        01         CITY      :    ZIONSVILLE
                   STATE/ZIP : IN  46077
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,542.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,072.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0031767130     MORTGAGORS: MOORE                WILLIAM
                               MOORE                CAROLYN
    REGION CODE    ADDRESS   : 11700 FALL CREEK RD
        01         CITY      :    INDIANAPOLIS
                   STATE/ZIP : IN  46256
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,271.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,272.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 54.16600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,577,350.00
                               P & I AMT:     10,920.98  
                               UPB AMT:   1,575,384.57

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          241
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031767148     MORTGAGORS: REGINALD             JOHN
                               REGINALD             CAROL
    REGION CODE    ADDRESS   : SUBLOT 140 BERWIN DRIVE
        01         CITY      :    STOW
                   STATE/ZIP : OH  44224
    MORTGAGE AMOUNT :   298,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,987.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,163.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.90600
    ----------------------------------------------------------------
0   0031767155     MORTGAGORS: ROWLAND              KEITH
                               ROWLAND              SHARI
    REGION CODE    ADDRESS   : 906 LOGGERS CIRCLE
        01         CITY      :    ROCHESTER
                   STATE/ZIP : MI  48307
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,431.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.35800
    ----------------------------------------------------------------
0   0031767189     MORTGAGORS: WOODFORD             TERRY
                               WOODFORD             ELLEN
    REGION CODE    ADDRESS   : 720 GREENLEAF VILLAGE DRIVE
        01         CITY      :    SPRINGBORO
                   STATE/ZIP : OH  45066
    MORTGAGE AMOUNT :   293,730.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,937.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,003.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 88.20700
    ----------------------------------------------------------------
0   0031767197     MORTGAGORS: GARMAN               JON
                               GARMAN               BARBARA
    REGION CODE    ADDRESS   : 300 CANDLEBERRY ROAD
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,792.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,950.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.50000
    ----------------------------------------------------------------
0   0031767239     MORTGAGORS: ARMSTRONG            L.
                               ARMSTRONG            JANICE
    REGION CODE    ADDRESS   : 6543 GRANTS WALK LANE
        01         CITY      :    DAYTON
                   STATE/ZIP : OH  45459
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,502.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   03/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 59.40500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,431,130.00
                               P & I AMT:      9,954.35  
                               UPB AMT:   1,427,653.11

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          242
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031767247     MORTGAGORS: YOST                 JERALD
                               YOST                 MARGARET
    REGION CODE    ADDRESS   : 520 NORTH STATE ROUTE 201
        01         CITY      :    CASSTOWN
                   STATE/ZIP : OH  45312
    MORTGAGE AMOUNT :   244,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,609.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,669.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0031767270     MORTGAGORS: FARWELL              LEN
                               FARWELL              KAREN
    REGION CODE    ADDRESS   : 3076 BRINISEY CIRCLE
        01         CITY      :    BELLBROOK
                   STATE/ZIP : OH  45305
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,382.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   03/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 56.21300
    ----------------------------------------------------------------
0   0031767288     MORTGAGORS: MARTIN               WILLIAM
                               MARTIN               NORINE
    REGION CODE    ADDRESS   : 12506 GLENDURGAN DRIVE
        01         CITY      :    CARMEL
                   STATE/ZIP : IN  46032
    MORTGAGE AMOUNT :   308,886.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,650.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,133.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 92.20400
    ----------------------------------------------------------------
0   0031767304     MORTGAGORS: ROBINSON             ROOSEVELT
                               ROBINSON             MICKIE
    REGION CODE    ADDRESS   : 4300 SOUTHERN BLVD
        01         CITY      :    KETTERING
                   STATE/ZIP : OH  45429
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,519.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031767338     MORTGAGORS: DUFFY                RICHARD
                               DUFFY                PAMELA
    REGION CODE    ADDRESS   : 1717 FRANKLIN ST SE
        01         CITY      :    E GRAND RAPIDS
                   STATE/ZIP : MI  49506
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,439.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.77500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,403,686.00
                               P & I AMT:      9,623.16  
                               UPB AMT:   1,400,601.70

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          243
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031767353     MORTGAGORS: MILLER               CHRISTOPHER
                               MILLER               CHERYLL
    REGION CODE    ADDRESS   : 594 MEADOWRIDGE WAY
        01         CITY      :    HUDSON
                   STATE/ZIP : OH  44236
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,737.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 89.14200
    ----------------------------------------------------------------
0   0031767387     MORTGAGORS: KEEP                 DAVID
                               DOWNES               KATHARINE
    REGION CODE    ADDRESS   : 2427 ROXBORO
        01         CITY      :    CLEVELAND HTS
                   STATE/ZIP : OH  44106
    MORTGAGE AMOUNT :   311,125.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,684.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,228.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031767460     MORTGAGORS: GARNER               HILTON

    REGION CODE    ADDRESS   : 4236 LAKE GROVE ROAD
        01         CITY      :    PETOSKEY
                   STATE/ZIP : MI  49770
    MORTGAGE AMOUNT :   403,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,646.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,681.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   02/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.16600
    ----------------------------------------------------------------
0   0031767478     MORTGAGORS: ADAMS                MARK
                               ADAMS                RITA
    REGION CODE    ADDRESS   : 6589 STILLCREST WAY
        01         CITY      :    DAYTON
                   STATE/ZIP : OH  45414
    MORTGAGE AMOUNT :   294,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,279.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,960.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   03/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031767502     MORTGAGORS: CZAJA                MICHAEL
                               CZAJA                KELLIE
    REGION CODE    ADDRESS   : 9805 LOST LAKE TRAIL
        01         CITY      :    AUBURN
                   STATE/ZIP : OH  44023
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,792.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,744.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.16300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,579,875.00
                               P & I AMT:     10,665.65  
                               UPB AMT:   1,575,141.02

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          244
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031767676     MORTGAGORS: ALIRES               RICHARD
                               ALIRES               BILLYE
    REGION CODE    ADDRESS   : 41921 SADDLEBROOK PLACE
        01         CITY      :    LEESBURG
                   STATE/ZIP : VA  20716
    MORTGAGE AMOUNT :   357,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,981.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,500.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   03/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0031767825     MORTGAGORS: GEOCARIS             THOMAS

    REGION CODE    ADDRESS   : 1764 FUMIA COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   359,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,950.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,425.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0031767833     MORTGAGORS: MIGNOSA              GEORGE
                               WILLIAMS-MIGNOSA     NANCY
    REGION CODE    ADDRESS   : 5513 MILLIGAN DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,807.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,810.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.15700
    ----------------------------------------------------------------
0   0031767981     MORTGAGORS: KALLISH              WILLIAM
                               KALLISH              GRACE
    REGION CODE    ADDRESS   : 2618 SUNNYSIDE RIDGE ROAD
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   504,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    503,606.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,438.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031768062     MORTGAGORS: THURMAN              CHRISTOPHER
                               THURMAN              DIANE
    REGION CODE    ADDRESS   : 1906 MATZEN RANCH CIRCLE
        01         CITY      :    PETALUMA
                   STATE/ZIP : CA  94954
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,231.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,824,550.00
                               P & I AMT:     12,405.78  
                               UPB AMT:   1,822,346.37

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          245
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031768070     MORTGAGORS: LIMJOCO              VICTOR
                               LIMJOCO              CYNTHIA
    REGION CODE    ADDRESS   : 2152 BOWERS AVENUE
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95051
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,910.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031768518     MORTGAGORS: HUETTEMAN            LAURENCE
                               HUETTEMAN            NANCY
    REGION CODE    ADDRESS   : 3525 NORTH OAKLY AVENUE
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60618
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,238.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,377.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031768534     MORTGAGORS: MCQUALITY            JAMES
                               MCQUALITY            DAWN
    REGION CODE    ADDRESS   : 1705 FOX MEAD CIRCLE
        01         CITY      :    MONTGOMERY
                   STATE/ZIP : IL  60538
    MORTGAGE AMOUNT :   239,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,850.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,653.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.66100
    ----------------------------------------------------------------
0   0031768542     MORTGAGORS: MICHAELS             DANIEL
                               MICHAELS             KRISTIN
    REGION CODE    ADDRESS   : 41 SOUTH BRUNER
        01         CITY      :    HINSDALE
                   STATE/ZIP : IL  60521
    MORTGAGE AMOUNT :   478,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    477,328.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,345.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031768567     MORTGAGORS: CARTER               DIANE
                               CARTER               KEITH
    REGION CODE    ADDRESS   : 4471 BORREGO SPRINGS WAY
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89129
    MORTGAGE AMOUNT :   264,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,826.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.53300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,602,300.00
                               P & I AMT:     11,112.79  
                               UPB AMT:   1,599,916.58

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          246
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031768575     MORTGAGORS: VOGEL                WILLIAM
                               VOGEL                SUSANNE
    REGION CODE    ADDRESS   : 207 SCOTTSWOOD ROAD
        01         CITY      :    RIVERSIDE
                   STATE/ZIP : IL  60546
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,364.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,841.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.38600
    ----------------------------------------------------------------
0   0031768591     MORTGAGORS: MANGAN               MOLLY

    REGION CODE    ADDRESS   : 1818 WEST LELAND AVENUE
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60640
    MORTGAGE AMOUNT :   251,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,589.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.96400
    ----------------------------------------------------------------
0   0031768609     MORTGAGORS: BERTHRONG            E.

    REGION CODE    ADDRESS   : 172 GOLDEN HIND PASSAGE
        01         CITY      :    CORTE MADERA
                   STATE/ZIP : CA  94925
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,052.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.87900
    ----------------------------------------------------------------
0   0031768617     MORTGAGORS: ADAMS                TODD
                               ADAMS                CAROL
    REGION CODE    ADDRESS   : 2817 ROYAL ASHDOWN COURT
        01         CITY      :    ST CHARLES
                   STATE/ZIP : IL  60174
    MORTGAGE AMOUNT :   273,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,137.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,867.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.98600
    ----------------------------------------------------------------
0   0031768625     MORTGAGORS: CARPENTER            STUART
                               CARPENTER            JANET
    REGION CODE    ADDRESS   : 2225 BIG WOODS DRIVE
        01         CITY      :    BATAVIA
                   STATE/ZIP : IL  60510
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,577.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,841.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 88.52400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,354,700.00
                               P & I AMT:      9,315.75  
                               UPB AMT:   1,351,668.83

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          247
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031768641     MORTGAGORS: MURPHY               DAVID
                               MURPHY               VICTORIA
    REGION CODE    ADDRESS   : 2836 CANTERBURY DRIVE
        01         CITY      :    NORTHBROOK
                   STATE/ZIP : IL  60062
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,569.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 67.90100
    ----------------------------------------------------------------
0   0031768849     MORTGAGORS: JONES                ROBERT
                               JONES                BEVERLY
    REGION CODE    ADDRESS   : 2260 THISTLEPATCH ROAD
        01         CITY      :    NEWCASTLE
                   STATE/ZIP : CA  95658
    MORTGAGE AMOUNT :   394,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,721.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,822.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 77.25400
    ----------------------------------------------------------------
0   0031768930     MORTGAGORS: TURK                 RAYMOND
                               TURK                 KATHY
    REGION CODE    ADDRESS   : 7710 BRAYTON TRAIL
        01         CITY      :    BAINBRIDGE TOWNSHIP
                   STATE/ZIP : OH  44023
    MORTGAGE AMOUNT :   386,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,425.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,698.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031768963     MORTGAGORS: HART                 JOHN
                               HART                 SANDRA
    REGION CODE    ADDRESS   : 1570 ADELAIDE COURT
        01         CITY      :    WESTLAKE
                   STATE/ZIP : OH  44145
    MORTGAGE AMOUNT :   540,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    538,728.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,683.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031769037     MORTGAGORS: BRANDT               WILLIAM

    REGION CODE    ADDRESS   : 2855 S. 875TH EAST
        01         CITY      :    ZIONSVILLE
                   STATE/ZIP : IN  46077
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,346.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,185.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,045,000.00
                               P & I AMT:     14,266.46  
                               UPB AMT:   2,041,791.92

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          248
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031769045     MORTGAGORS: BROSKO               JOHN
                               BROSKO               MARION
    REGION CODE    ADDRESS   : S/L 18 PEPPERMILL CHASE
        01         CITY      :    BAINBRIDGE TOWNSHIP
                   STATE/ZIP : OH  44023
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,517.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,878.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 71.42800
    ----------------------------------------------------------------
0   0031769086     MORTGAGORS: DEMPSEY              CHRISTOPHER
                               DEMPSEY              LISA
    REGION CODE    ADDRESS   : 2234 GEORGIA DRIVE
        01         CITY      :    WESTLAKE
                   STATE/ZIP : OH  44145
    MORTGAGE AMOUNT :   256,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,028.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,706.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0031769128     MORTGAGORS: NOBLE                MARK
                               NOBLE                LAURA
    REGION CODE    ADDRESS   : 31141 HUNTINGTON WOODS PARKWAY
        01         CITY      :    BAY VILLAGE
                   STATE/ZIP : OH  44140
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,628.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031769151     MORTGAGORS: KOOS                 TIMOTHY

    REGION CODE    ADDRESS   : 18106 CLIFTON RD
        01         CITY      :    LAKEWOOD
                   STATE/ZIP : OH  44107
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,418.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031769169     MORTGAGORS: BOLAND               RICHARD
                               BOLAND               JOANN
    REGION CODE    ADDRESS   : 11435 SADDLEWOOD LANE
        01         CITY      :    CONCORD
                   STATE/ZIP : OH  44077
    MORTGAGE AMOUNT :   410,576.00  OPTION TO CONVERT :
    UNPAID BALANCE :    409,864.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,870.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,664,026.00
                               P & I AMT:     11,636.21  
                               UPB AMT:   1,661,457.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          249
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031769201     MORTGAGORS: COREY                STEVEN
                               COREY                KATHRYN
    REGION CODE    ADDRESS   : 1437 COLA DRIVE
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22101
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,351.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,743.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031769227     MORTGAGORS: KEMP                 CARL
                               KEMP                 MARTHA
    REGION CODE    ADDRESS   : 8100 BANNERWOOD COURT
        01         CITY      :    ANNANDALE
                   STATE/ZIP : VA  22003
    MORTGAGE AMOUNT :   341,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,124.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,244.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0031769292     MORTGAGORS: MILBRANDT            MICHAEL
                               MILBRANDT            TAYLOR
    REGION CODE    ADDRESS   : 6417 WOODSIDE VIEW DRIVE
        01         CITY      :    DUNKIRK
                   STATE/ZIP : MD  20754
    MORTGAGE AMOUNT :   235,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,402.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,549.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.93200
    ----------------------------------------------------------------
0   0031769482     MORTGAGORS: CORBIN               BRET
                               CORBIN               JULIE
    REGION CODE    ADDRESS   : 2137 SUNSPRITE DRIVE
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   302,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,088.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98000
    ----------------------------------------------------------------
0   0031769516     MORTGAGORS: YEE                  ALBERT
                               YEE                  ANGELA
    REGION CODE    ADDRESS   : 2140 SUNSPRITE DRIVE
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,747.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 74.21800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,441,900.00
                               P & I AMT:      9,596.27  
                               UPB AMT:   1,440,026.65

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          250
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031769656     MORTGAGORS: LEVIN                RICHARD
                               LEVIN                TANYA
    REGION CODE    ADDRESS   : 587 CUMBERLAND
        01         CITY      :    MILFORD
                   STATE/ZIP : MI  48381
    MORTGAGE AMOUNT :   345,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,932.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,416.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031769672     MORTGAGORS: THOMPSON             JAMES
                               THOMPSON             SUZANNE
    REGION CODE    ADDRESS   : 4110 EAST JORDAN AVENUE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   242,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,693.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031770514     MORTGAGORS: GREGUSKA             DANIEL
                               GREGUSKA             LISA
    REGION CODE    ADDRESS   : 7612 NORTH MOCKINGBIRD LANE
        01         CITY      :    PARADISE VALLEY
                   STATE/ZIP : AZ  85253
    MORTGAGE AMOUNT :   564,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    563,160.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,943.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 40.28500
    ----------------------------------------------------------------
0   0031770522     MORTGAGORS: BRENNER              CHRISTOPHER
                               BRENNER              BRANKA
    REGION CODE    ADDRESS   : 712 S ASHLAND
        01         CITY      :    LA GRANGE
                   STATE/ZIP : IL  60525
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,789.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,985.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031770589     MORTGAGORS: COLUZZI              PAUL

    REGION CODE    ADDRESS   : 31 TRAILWOOD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   456,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    456,134.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,075.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,892,350.00
                               P & I AMT:     13,115.21  
                               UPB AMT:   1,890,266.60

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          251
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031770613     MORTGAGORS: JACKSON              TARYLL

    REGION CODE    ADDRESS   : 21645 MEDINA ESTATES DRIVE
        01         CITY      :    (WOODLAND HILLS AREA), LO
                   STATE/ZIP : CA  91364
    MORTGAGE AMOUNT :   393,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,000.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,716.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031770704     MORTGAGORS: AMICO                GARY
                               HEALY                SARAH
    REGION CODE    ADDRESS   : 3114 DONA ELENA PLACE
        01         CITY      :    (STUDIO CITY AREA), LOS A
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,619.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,453.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031770712     MORTGAGORS: STILL                ROGER
                               CONTRERAS-STILL      FELICIDAD
    REGION CODE    ADDRESS   : 2926 EAST CHEVY CHASE DRIVE
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91206
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,772.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,991.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031770746     MORTGAGORS: AVOLIO               RANDAL
                               AVOLIO               SUSAN
    REGION CODE    ADDRESS   : 2740 BAGLEY AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90034
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031770795     MORTGAGORS: REYNER               WILLIAM
                               REYNER               DEBORAH
    REGION CODE    ADDRESS   : 2148 SHEPPERD ROAD
        01         CITY      :    MONKTON
                   STATE/ZIP : MD  21111
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,099.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,813.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,775,800.00
                               P & I AMT:     12,212.34  
                               UPB AMT:   1,774,491.75

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          252
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031770829     MORTGAGORS: MOON                 JUSTIN
                               MOON                 SANDRA
    REGION CODE    ADDRESS   : 1090 VIOLET WAY
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   259,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,597.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,772.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031770894     MORTGAGORS: PARRIS               SCOTT
                               PARRIS               JUDY
    REGION CODE    ADDRESS   : 353 RED MAPLE DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,722.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 56.29600
    ----------------------------------------------------------------
0   0031771082     MORTGAGORS: LIM                  JOHNSON

    REGION CODE    ADDRESS   : 1551 MISSION SPRINGS CIR.
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,762.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,321.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031771280     MORTGAGORS: JACK                 HARRISON
                               JACK                 CAROL
    REGION CODE    ADDRESS   : 101 MONTE VISTA DRIVE
        01         CITY      :    WOODLAND
                   STATE/ZIP : CA  95695
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031771298     MORTGAGORS: NORMANDIN            JAMES
                               NORMANDIN            MARGARET
    REGION CODE    ADDRESS   : 478 ESTHER STREET
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92627
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,852.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 67.07300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,542,800.00
                               P & I AMT:     10,766.61  
                               UPB AMT:   1,542,359.93

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          253
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031771488     MORTGAGORS: WOBLESKY             ADAM
                               WOBLESKY             KAREN
    REGION CODE    ADDRESS   : 1255 HIGH STREET
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,964.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031772536     MORTGAGORS: YOUNG                FRANK
                               YOUNG                NANCY
    REGION CODE    ADDRESS   : 3951 MYRA AVENUE
        01         CITY      :    LOS ALAMITOS
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   318,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,513.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,228.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031772551     MORTGAGORS: ROMELT               STEVEN

    REGION CODE    ADDRESS   : 1554-1556 POWELL STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94133
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,719.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,455.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.59500
    ----------------------------------------------------------------
0   0031772577     MORTGAGORS: OH                   DON
                               OH                   MYUNG
    REGION CODE    ADDRESS   : 1 OLYMPUS
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   590,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    590,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,024.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 62.76500
    ----------------------------------------------------------------
0   0031772585     MORTGAGORS: JACKNOW              STEVE
                               JACKNOW              VERONICA
    REGION CODE    ADDRESS   : 2070 BLACKWOOD DRIVE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   405,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    404,699.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,831.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.70000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,961,750.00
                               P & I AMT:     13,505.93  
                               UPB AMT:   1,960,932.03

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          254
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031772601     MORTGAGORS: HICKS                JEFFREY
                               HICKS                DYNA
    REGION CODE    ADDRESS   : 4825 REDWOOD RETREAT ROAD
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   435,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    435,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,041.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.38900
    ----------------------------------------------------------------
0   0031772718     MORTGAGORS: GERGEL               DANIEL
                               KELLER-GERGEL        CONNIE
    REGION CODE    ADDRESS   : 1621 RIDGEWOOD ROAD
        01         CITY      :    WADSWORTH
                   STATE/ZIP : OH  44281
    MORTGAGE AMOUNT :   495,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,632.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,461.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.88000
    ----------------------------------------------------------------
0   0031772742     MORTGAGORS: SLATTERY             MARY-LYNN
                               ROWLAND              NANCY
    REGION CODE    ADDRESS   : 12055 BROADWAY TERRACE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    432,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,947.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031772759     MORTGAGORS: HUYNH                THANH
                               HUYNH                MY CHAU
    REGION CODE    ADDRESS   : 2127-2129 JUDAH STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94116
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,587.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031772791     MORTGAGORS: BJURSTEN             PETER
                               BJURSTEN             REBECCA
    REGION CODE    ADDRESS   : 54 SONORA WAY
        01         CITY      :    CORTE MADERA
                   STATE/ZIP : CA  94925
    MORTGAGE AMOUNT :   366,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,559.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,112,000.00
                               P & I AMT:     14,595.92  
                               UPB AMT:   2,111,632.63

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          255
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031772817     MORTGAGORS: STEARNS              LELAND
                               DORENG-STEARNS       ANNETTE
    REGION CODE    ADDRESS   : 592 BLUEBIRD CANYON DRIVE
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    340,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,319.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031772890     MORTGAGORS: BRUGGE               PARKER
                               BRUGGE               SILVIA
    REGION CODE    ADDRESS   : 10316 DUNN MEADOW ROAD
        01         CITY      :    VIENNA
                   STATE/ZIP : VA  22182
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,768.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,181.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031772924     MORTGAGORS: NEWMAN               LEBO
                               NEWMAN               MERRILL
    REGION CODE    ADDRESS   : 2540 BENNETT RIDGE ROAD
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95404
    MORTGAGE AMOUNT :   435,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    435,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,008.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031772965     MORTGAGORS: JONES                RONALD
                               GRIJALVA             ARMANDO
    REGION CODE    ADDRESS   : 1320 NORTH PALM STREET
        01         CITY      :    LA HABRA
                   STATE/ZIP : CA  90631
    MORTGAGE AMOUNT :   289,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,976.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031772999     MORTGAGORS: KAWANAMI             MARK
                               KAWANAMI             GINGER
    REGION CODE    ADDRESS   : 27 TRAILWOOD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   420,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,922.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,866.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,797,650.00
                               P & I AMT:     12,353.33  
                               UPB AMT:   1,797,090.61

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          256
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031773013     MORTGAGORS: BANDY                AMY
                               BANDY                EUGENE
    REGION CODE    ADDRESS   : 29 TRAILWOOD
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   422,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    422,262.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,847.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0031773054     MORTGAGORS: FERRANTE             PETER
                               FERRANTE             LOUISE
    REGION CODE    ADDRESS   : 923 SNOW DRIVE
        01         CITY      :    MARTINEZ
                   STATE/ZIP : CA  94553
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    392,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,707.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031773393     MORTGAGORS: BEAL                 DAVID
                               BEAL                 CHERYL
    REGION CODE    ADDRESS   : 101 BROWNING STREET
        01         CITY      :    UPLAND
                   STATE/ZIP : CA  91784
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,741.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,348.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031773419     MORTGAGORS: ZWAHLEN              DONALD
                               ZWAHLEN              GWENYTH
    REGION CODE    ADDRESS   : 572 GRANITE HILLS STREET
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   303,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,950.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,230.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0031774557     MORTGAGORS: BRODSKY              BART
                               GEIS                 JANET
    REGION CODE    ADDRESS   : 60 ARLINGTON COURT
        01         CITY      :    KENSINGTON
                   STATE/ZIP : CA  94707
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,782.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,758,550.00
                               P & I AMT:     12,256.55  
                               UPB AMT:   1,757,736.20

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          257
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031774698     MORTGAGORS: OWENS                MICHAEL
                               OWENS                DEBORAH
    REGION CODE    ADDRESS   : 98 WEST BOULDER CREEK ROAD;
        01         CITY      :    SIMI VALLEY,
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   300,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,103.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,998.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0031774730     MORTGAGORS: JOHANSSON            BENGT
                               JOHANSSON            MONICA
    REGION CODE    ADDRESS   : 7 ALEJO
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   298,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,013.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031774920     MORTGAGORS: FLOM                 GERALD
                               FLOM                 SYBIL
    REGION CODE    ADDRESS   : 1047 EAST OCEAN AVENUE
        01         CITY      :    SEAL BEACH
                   STATE/ZIP : CA  90740
    MORTGAGE AMOUNT :   323,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,234.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.11700
    ----------------------------------------------------------------
0   0031776255     MORTGAGORS: GIFFIN               PHILIP
                               GIFFIN               KAREN
    REGION CODE    ADDRESS   : 507 VIA DE LA PAZ
        01         CITY      :    PACIFIC PALISADES
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   494,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,328.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 55.88200
    ----------------------------------------------------------------
0   0031776297     MORTGAGORS: TYSON                NORA
                               TYSON                WAYNE
    REGION CODE    ADDRESS   : 2 CHANTERAINE CLOSE
        01         CITY      :    WILLIAMSBURG
                   STATE/ZIP : VA  23185
    MORTGAGE AMOUNT :   251,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,756.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,667,850.00
                               P & I AMT:     11,330.26  
                               UPB AMT:   1,667,603.80

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          258
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031776339     MORTGAGORS: JACOBS               MARK
                               JACOBS               LAURI
    REGION CODE    ADDRESS   : 554 GRANITE HILLS STREET
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   290,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,932.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98300
    ----------------------------------------------------------------
0   0031776362     MORTGAGORS: LARIOS               DANIEL
                               LARIOS               DEBRA
    REGION CODE    ADDRESS   : 2461 WEST MENLO AVENUE
        01         CITY      :    FRESNO
                   STATE/ZIP : CA  93711
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,691.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031776438     MORTGAGORS: ASAY                 BRIAN
                               ASAY                 MARIA
    REGION CODE    ADDRESS   : 31037 6TH PLACE SOUTHWEST
        01         CITY      :    FEDERAL WAY
                   STATE/ZIP : WA  98023
    MORTGAGE AMOUNT :   249,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,450.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,680.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.99200
    ----------------------------------------------------------------
0   0031776982     MORTGAGORS: STUCKER              CHARLES
                               STUCKER              SHERRY
    REGION CODE    ADDRESS   : 20411 S.W. CYPRESS STREET
        01         CITY      :    NEWPORT BEACH (AREA)
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   248,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,674.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031777675     MORTGAGORS: HYATT                KENNETH
                               HYATT                SHIRLEY
    REGION CODE    ADDRESS   : 817 HAUSER BOULEVARD
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90036
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,288,350.00
                               P & I AMT:      8,740.65  
                               UPB AMT:   1,288,350.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          259
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031778301     MORTGAGORS: ZUHORSKI             JEAN

    REGION CODE    ADDRESS   : 9643 DALE AVENUE
        01         CITY      :    SHADOW HILLS
                   STATE/ZIP : CA  91040
    MORTGAGE AMOUNT :   261,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,065.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,871.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031778335     MORTGAGORS: DRIGGERS             MICHAEL
                               DRIGGERS             HENDRIKA
    REGION CODE    ADDRESS   : 12002 OLYMPIC CLUB DRIVE
        01         CITY      :    CHARLOTTE
                   STATE/ZIP : NC  28277
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,768.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,181.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 61.17600
    ----------------------------------------------------------------
0   0031778343     MORTGAGORS: ZUHORSKI             PAUL

    REGION CODE    ADDRESS   : 303 AUBURN AVENUE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,799.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,887.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031778376     MORTGAGORS: TUBACH               DAVID
                               TUBACH               DONNA
    REGION CODE    ADDRESS   : 5300 WINFIELD ROAD
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,740.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,447.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 51.47000
    ----------------------------------------------------------------
0   0031778434     MORTGAGORS: JUNCKER              CARL
                               JUNCKER              DEBORAH
    REGION CODE    ADDRESS   : 11087 E DESERT VISTA DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85255
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,777.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,097.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.48400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,493,250.00
                               P & I AMT:     10,485.97  
                               UPB AMT:   1,492,151.27

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          260
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031778483     MORTGAGORS: PEREIRA              JEFFREY
                               JONCA-PEREIRA        PATRICIA
    REGION CODE    ADDRESS   : 2333 NORTH LINWOOD STREET
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031778939     MORTGAGORS: MAGPANTAY            ARISTEDES
                               MAGPANTAY            DOLORES
    REGION CODE    ADDRESS   : 20100 PINGREE WAY
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   254,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,734.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.93700
    ----------------------------------------------------------------
0   0031778947     MORTGAGORS: MCGEE                MICHAEL
                               MCGEE                JOHN
    REGION CODE    ADDRESS   : 121&123 SANTA ANA AVENUE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90803
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,307.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.51800
    ----------------------------------------------------------------
0   0031779077     MORTGAGORS: NGUYEN               HOWARD
                               VU                   NGUYEN
    REGION CODE    ADDRESS   : 1752 FUMIA COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   347,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,550.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,400.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
0   0031779101     MORTGAGORS: PUJJI                MANDEEPAK
                               PUJJI                MANJIT
    REGION CODE    ADDRESS   : 1746 FUMIA COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   314,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,173.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.97700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,486,500.00
                               P & I AMT:     10,293.98  
                               UPB AMT:   1,486,500.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          261
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031780174     MORTGAGORS: BARTON               ROBERT
                               BARTON               TERRY
    REGION CODE    ADDRESS   : 1028 TOWLSTON RD
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22102
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,750.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,022.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.96100
    ----------------------------------------------------------------
0   0031780182     MORTGAGORS: MENDOZA              GEORGE
                               MENDOZA              JO MARIE
    REGION CODE    ADDRESS   : 122 BISCAY BAY
        01         CITY      :    ALAMEDA
                   STATE/ZIP : CA  94502
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,793.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,091.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031781818     MORTGAGORS: TAGHIOFF             MOSES
                               TAGHIOFF             NAFISA
    REGION CODE    ADDRESS   : 12338 CANTURA ST
        01         CITY      :    STUDIO CITY
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,969.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.74700
    ----------------------------------------------------------------
0   0031781966     MORTGAGORS: YOURDESKY            DAVID
                               MARTIN               VIRGINIA
    REGION CODE    ADDRESS   : 678 BAUER PLACE
        01         CITY      :    VISTA
                   STATE/ZIP : CA  92083
    MORTGAGE AMOUNT :   242,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,070.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,693.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031782014     MORTGAGORS: HALTHORE             MUKUND
                               HALTHORE             MALA
    REGION CODE    ADDRESS   : 10701 LIMERICK AVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91311
    MORTGAGE AMOUNT :   326,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    326,045.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,225.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.88900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,460,550.00
                               P & I AMT:     10,003.53  
                               UPB AMT:   1,459,660.39

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          262
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031782048     MORTGAGORS: WANG                 JAMES
                               WANG                 SUSAN
    REGION CODE    ADDRESS   : 22251 BIRCHLEAF
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,103.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,796.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031782071     MORTGAGORS: FORTUNE              STEPHEN
                               FORTUNE              CYNTHIA
    REGION CODE    ADDRESS   : 18520 EAST STONEGATE  LANE
        01         CITY      :    ROWLAND HEIGHTS AREA
                   STATE/ZIP : CA  91748
    MORTGAGE AMOUNT :   367,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,727.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,566.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.78200
    ----------------------------------------------------------------
0   0031782105     MORTGAGORS: TANG                 DUC
                               TIEU                 VAN
    REGION CODE    ADDRESS   : 3166 SALEM DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95127
    MORTGAGE AMOUNT :   342,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,450.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.90600
    ----------------------------------------------------------------
0   0031783368     MORTGAGORS: MORGAN               CARL
                               MORGAN               EVELYN
    REGION CODE    ADDRESS   : 4318 CARTESIAN CIRCLE,
        01         CITY      :    PALOS VERDES PENINSULA,
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 78.74000
    ----------------------------------------------------------------
0   0031783376     MORTGAGORS: PECK                 STEPHEN
                               PECK                 KAREN
    REGION CODE    ADDRESS   : 321 NORTH SUMMIT DRIVE
        01         CITY      :    SENECA
                   STATE/ZIP : SC  29672
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,733.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,162.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.26800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,934,000.00
                               P & I AMT:     13,471.42  
                               UPB AMT:   1,932,565.07

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          263
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031784713     MORTGAGORS: STEVENS              BRADLEY
                               STEVENS              RALENE
    REGION CODE    ADDRESS   : 918 EAST CHELSEA DRIVE
        01         CITY      :    FRESNO
                   STATE/ZIP : CA  93720
    MORTGAGE AMOUNT :   366,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,499.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031784770     MORTGAGORS: DOYLE                DANEIL
                               DOYLE                PAULINE
    REGION CODE    ADDRESS   : 10335 NORTH ARCHIE AVE
        01         CITY      :    FRESNO
                   STATE/ZIP : CA  93720
    MORTGAGE AMOUNT :   412,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    412,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,779.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031785397     MORTGAGORS: KIPPER               STEVEN
                               KIPPER               NANCY
    REGION CODE    ADDRESS   : 3202 CLUB DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90064
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,700.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,044.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 56.66600
    ----------------------------------------------------------------
0   0031786528     MORTGAGORS: EPPENBACH            DONALD
                               EPPENBACH            L
    REGION CODE    ADDRESS   : 131 CYPRESS LANE
        01         CITY      :    WATSONVILLE
                   STATE/ZIP : CA  95076
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.36990
    ----------------------------------------------------------------
0   0031786536     MORTGAGORS: ANDERSON             JOHN
                               ANDERSON             DIANA
    REGION CODE    ADDRESS   : 19501 MANZANITA DRIVE
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95033
    MORTGAGE AMOUNT :   256,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,708.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,710,700.00
                               P & I AMT:     11,758.53  
                               UPB AMT:   1,710,400.04

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          264
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031787252     MORTGAGORS: THURSBY              KEITH
                               BONKER-THURSBY       DAWN
    REGION CODE    ADDRESS   : 14 SARATOGA
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   234,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,596.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 84.20800
    ----------------------------------------------------------------
0   0031787443     MORTGAGORS: ARELLANO             BOB
                               ARELLANO             REOLA
    REGION CODE    ADDRESS   : 20642 PORTER RANCH ROAD
        01         CITY      :    TRABUCO CANYON
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   257,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,863.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 76.71600
    ----------------------------------------------------------------
0   0031787468     MORTGAGORS: HICHBORN             GEOFFREY
                               HICHBORN             KATHERINE
    REGION CODE    ADDRESS   : 7319 EAST GROVEWOOD LANE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,305.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070218466     MORTGAGORS: SCHOENHOLT           HELENE
                               SCHOENHOLT           DONALD
    REGION CODE    ADDRESS   : 7 WILBER DRIVE
        01         CITY      :    GREAT NECK
                   STATE/ZIP : NY  11021
    MORTGAGE AMOUNT :   327,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,261.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 43.66667
    ----------------------------------------------------------------
0   0070244322     MORTGAGORS: LOWELL               DORIAN

    REGION CODE    ADDRESS   : 605 PARK AVE #5-F
        01         CITY      :    NEW YORK
                   STATE/ZIP : NY  10021
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,714.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,795.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 54.48000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,573,600.00
                               P & I AMT:     10,823.28  
                               UPB AMT:   1,573,314.11

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          265
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070246103     MORTGAGORS: LOVELESS             JOHN
                               LOVELESS             ELLEN
    REGION CODE    ADDRESS   : 42 WEST CIRCLE ROAD
        01         CITY      :    Bedford
                   STATE/ZIP : NY  10506
    MORTGAGE AMOUNT :   346,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,305.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0070256763     MORTGAGORS: REYNOLDS             GERALD
                               REYNOLDS             JAN
    REGION CODE    ADDRESS   : 95 OLD STRATTON CHASE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30328
    MORTGAGE AMOUNT :   488,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    488,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,417.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 57.49412
    ----------------------------------------------------------------
0   0070261979     MORTGAGORS: PLOTKIN              GERALD

    REGION CODE    ADDRESS   : 50 JANET ROAD
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02159
    MORTGAGE AMOUNT :   269,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,799.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,882.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 48.94545
    ----------------------------------------------------------------
0   0070267372     MORTGAGORS: MULIERI              PETER
                               MULIERI              ANNE
    REGION CODE    ADDRESS   : 24 HARVARD DRIVE
        01         CITY      :    HINGHAM
                   STATE/ZIP : MA  02043
    MORTGAGE AMOUNT :   268,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,552.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,983.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/23
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.10000
    ----------------------------------------------------------------
0   0070271184     MORTGAGORS: GILL                 FREDRIC
                               GILL                 MARSHA
    REGION CODE    ADDRESS   : 332 DERBYSHIRE LANE
        01         CITY      :    RIVA
                   STATE/ZIP : MD  21140
    MORTGAGE AMOUNT :   404,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    404,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,825.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.49153
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,776,900.00
                               P & I AMT:     12,413.60  
                               UPB AMT:   1,775,651.39

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          266
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070281282     MORTGAGORS: PAINE                LEWIS

    REGION CODE    ADDRESS   : 90 SEARS ROAD
        01         CITY      :    WAYLAND
                   STATE/ZIP : MA  01778
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,657.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,108.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0070284088     MORTGAGORS: SILVERMAN            WILLIAM
                               SILVERMAN            ARLENE
    REGION CODE    ADDRESS   : 88 WINDING WAY
        01         CITY      :    WOODCLIFF L
                   STATE/ZIP : NJ  07675
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,237.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 64.80000
    ----------------------------------------------------------------
0   0070285085     MORTGAGORS: NORTON               JEFFREY
                               NORTON               KATE
    REGION CODE    ADDRESS   : 340 NORTH FAIRFIELD ROAD
        01         CITY      :    DEVON
                   STATE/ZIP : PA  19333
    MORTGAGE AMOUNT :   252,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,845.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/23
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.37313
    ----------------------------------------------------------------
0   0070290796     MORTGAGORS: GARSKE               PETER
                               GARSKE               DIANE
    REGION CODE    ADDRESS   : 4623 WOODDALE AVE SOUTH
        01         CITY      :    EDINA
                   STATE/ZIP : MN  55424
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 51.75983
    ----------------------------------------------------------------
0   0070294301     MORTGAGORS: MARZORATI            GERALD
                               MUNDY                BARBARA
    REGION CODE    ADDRESS   : 25 BENEDICT PLACE
        01         CITY      :    Pelham
                   STATE/ZIP : NY  10803
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,680.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,694.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.07000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,676,500.00
                               P & I AMT:     11,612.86  
                               UPB AMT:   1,675,837.71

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          267
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070304183     MORTGAGORS: EHRENREICH           ROBERT
                               EHRENREICH           MONA
    REGION CODE    ADDRESS   : 3166 COLBY AVE.
        01         CITY      :    Los Angeles
                   STATE/ZIP : CA  90066
    MORTGAGE AMOUNT :   510,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    510,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,479.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0070305529     MORTGAGORS: PALLA                MOHAMMAD
                               PALLA                ANILA
    REGION CODE    ADDRESS   : 2430 GLEN DUFF WAY
        01         CITY      :    San Jose
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,798.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,901.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070308853     MORTGAGORS: HUGHES               CRAIG
                               HUGHES               SHEILA
    REGION CODE    ADDRESS   : 5916 RIDGEMOOR DRIVE
        01         CITY      :    San Diego
                   STATE/ZIP : CA  92120
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,987.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 49.17000
    ----------------------------------------------------------------
0   0070309836     MORTGAGORS: DIBLE                JENNIFER
                               WARREN               STEVEN
    REGION CODE    ADDRESS   : 3575 MUIRWOOD DR
        01         CITY      :    Brookfield
                   STATE/ZIP : WI  53045
    MORTGAGE AMOUNT :   361,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    361,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,403.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.27000
    ----------------------------------------------------------------
0   0070310792     MORTGAGORS: NEU                  CARLOS
                               NEU                  JUDITH
    REGION CODE    ADDRESS   : 14 LONGFELLOW ROAD
        01         CITY      :    CAMBRIDGE
                   STATE/ZIP : MA  02138
    MORTGAGE AMOUNT :   283,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/23
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 37.05882
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,721,800.00
                               P & I AMT:     11,821.33  
                               UPB AMT:   1,721,598.14

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          268
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070311642     MORTGAGORS: SMITH                THOMAS
                               SMITH                ANNETTE
    REGION CODE    ADDRESS   : 26471 SUMMER GREENS DRIVE
        01         CITY      :    BONITA SPRI
                   STATE/ZIP : FL  34135
    MORTGAGE AMOUNT :   317,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,165.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.35000
    ----------------------------------------------------------------
0   0070311998     MORTGAGORS: BURCH                JACQUELINE

    REGION CODE    ADDRESS   : 11615 TERRYHILL PLACE
        01         CITY      :    Los Angeles
                   STATE/ZIP : CA  90049
    MORTGAGE AMOUNT :   338,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    338,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,277.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 52.81000
    ----------------------------------------------------------------
0   0070312426     MORTGAGORS: KARP                 ERIKA

    REGION CODE    ADDRESS   : 160 WEST 86TH STREET #9A
        01         CITY      :    New York
                   STATE/ZIP : NY  10024
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    600,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,144.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.61000
    ----------------------------------------------------------------
0   0070313499     MORTGAGORS: GLYNN                DENNIS
                               GLYNN                LINDA
    REGION CODE    ADDRESS   : 221 LANDINGS BOULEVARD
        01         CITY      :    FORT LAUDER
                   STATE/ZIP : FL  33327
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,346.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 83.90244
    ----------------------------------------------------------------
0   0070315890     MORTGAGORS: EVANS                GEORGE
                               BEDARD               PATRICIA
    REGION CODE    ADDRESS   : 14 LAUREL LANE
        01         CITY      :    CHAPPAQUA
                   STATE/ZIP : NY  10514
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,726.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 52.63000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,849,400.00
                               P & I AMT:     12,659.83  
                               UPB AMT:   1,849,400.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          269
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070316344     MORTGAGORS: REID                 WILBERT
                               REID                 DIANE
    REGION CODE    ADDRESS   : 10236 RAINIER AVE. S.
        01         CITY      :    Seattle
                   STATE/ZIP : WA  98178
    MORTGAGE AMOUNT :   552,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    552,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,770.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.10000
    ----------------------------------------------------------------
0   0070316526     MORTGAGORS: ADKINS               PAUL

    REGION CODE    ADDRESS   : 1823 Stanford Ave.
        01         CITY      :    Redondo Beach
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.79000
    ----------------------------------------------------------------
0   0070316823     MORTGAGORS: GEORGE               SCOTT
                               GEORGE               IRMA
    REGION CODE    ADDRESS   : 114 RUSSELL DRIVE
        01         CITY      :    WALNUT CREE
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   271,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.72464
    ----------------------------------------------------------------
0   0070318217     MORTGAGORS: SISMANIS             LEO
                               SISMANIS             MARNIE
    REGION CODE    ADDRESS   : 17445 VIA CUATRO CAMINOS
        01         CITY      :    Rancho Santa Fe
                   STATE/ZIP : CA  92067
    MORTGAGE AMOUNT :   540,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    540,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,104.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 64.29000
    ----------------------------------------------------------------
0   0070318902     MORTGAGORS: GRABER               TERRY
                               GRABER               LORI
    REGION CODE    ADDRESS   : 3900 LITTLE DARBY
        01         CITY      :    LONDON
                   STATE/ZIP : OH  43140
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,887,350.00
                               P & I AMT:     13,339.84  
                               UPB AMT:   1,887,350.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          270
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070319264     MORTGAGORS: SHARAKAN             ERIC.D.
                               SHARAKAN             TRACY
    REGION CODE    ADDRESS   : 2035 MAIN STREET
        01         CITY      :    Concord
                   STATE/ZIP : MA  01742
    MORTGAGE AMOUNT :   247,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,002.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,665.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070320148     MORTGAGORS: ROTH                 MICHAEL
                               WEIL                 KARI
    REGION CODE    ADDRESS   : 2526 CALIFORNIA AVENUE
        01         CITY      :    Santa Monica
                   STATE/ZIP : CA  90403
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,127.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 57.04000
    ----------------------------------------------------------------
0   0070323159     MORTGAGORS: HEMOND               DENNIS
                               HEMOND               DIANE
    REGION CODE    ADDRESS   : 303 WESTON ROAD
        01         CITY      :    WELLESLEY
                   STATE/ZIP : MA  02181
    MORTGAGE AMOUNT :   274,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,919.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0070324181     MORTGAGORS: MASSA                DOMINIC
                               LISS                 AMY
    REGION CODE    ADDRESS   : 88 STANDISH ROAD
        01         CITY      :    Needham
                   STATE/ZIP : MA  02192
    MORTGAGE AMOUNT :   337,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    336,709.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,185.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 76.77000
    ----------------------------------------------------------------
0   0070327622     MORTGAGORS: BAGLEY               PETER
                               BAGLEY               ADRIENNE
    REGION CODE    ADDRESS   : 270 GLEN ROAD
        01         CITY      :    Weston
                   STATE/ZIP : MA  02193
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,590.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,541,700.00
                               P & I AMT:     10,487.86  
                               UPB AMT:   1,541,212.17

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          271
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070328729     MORTGAGORS: PALGON               MICHAEL
                               PALGON               MONELLE
    REGION CODE    ADDRESS   : 9 BROKAW LANE
        01         CITY      :    Great Neck
                   STATE/ZIP : NY  11021
    MORTGAGE AMOUNT :   398,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,619.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070330238     MORTGAGORS: MARTOCCI             BARBARA

    REGION CODE    ADDRESS   : 27 NORTH DR
        01         CITY      :    Plandome
                   STATE/ZIP : NY  11030
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,771.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,072.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 41.38000
    ----------------------------------------------------------------
0   0070330717     MORTGAGORS: MARTIN               PHILLIP
                               MARTIN               JASMIN
    REGION CODE    ADDRESS   : 3873 WOODCREEK LANE
        01         CITY      :    San Jose
                   STATE/ZIP : CA  95117
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,978.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.50000
    ----------------------------------------------------------------
0   0070330915     MORTGAGORS: NORTON               ROBERT
                               NORTON               PAMELA
    REGION CODE    ADDRESS   : 92 BROOK STREET
        01         CITY      :    WELLESLEY
                   STATE/ZIP : MA  02181
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 51.13402
    ----------------------------------------------------------------
0   0070331954     MORTGAGORS: AMBURGEY             KAREN

    REGION CODE    ADDRESS   : 63 HILLSIDE DRIVE
        01         CITY      :    Wayland
                   STATE/ZIP : MA  01778
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,744.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,155.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,556,800.00
                               P & I AMT:     10,538.94  
                               UPB AMT:   1,556,315.82

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          272
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070333919     MORTGAGORS: CONTE                THOMAS
                               CONTE                CATHERINE
    REGION CODE    ADDRESS   : 1001 WEST LADY DIANA COURT
        01         CITY      :    APEX
                   STATE/ZIP : NC  27502
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,603.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 88.67925
    ----------------------------------------------------------------
0   0070335146     MORTGAGORS: NG                   STEVEN
                               NG                   PATRICIA
    REGION CODE    ADDRESS   : 12 DALTON ROAD
        01         CITY      :    CONCORD
                   STATE/ZIP : MA  01742
    MORTGAGE AMOUNT :   262,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,350.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,745.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.95714
    ----------------------------------------------------------------
0   0070336334     MORTGAGORS: MCKAY                APRIL

    REGION CODE    ADDRESS   : 822 CRESTMORE PLACE
        01         CITY      :    Venice
                   STATE/ZIP : CA  90291
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,002.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.38000
    ----------------------------------------------------------------
0   0070341029     MORTGAGORS: PAPPAS               JOHN
                               PAPPAS               SHELLEY
    REGION CODE    ADDRESS   : 11431 EAST TERRA DRIVE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,746.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 65.62500
    ----------------------------------------------------------------
0   0070342852     MORTGAGORS: GOLDBLATT            MARK
                               KAUFFMAN             CAROL
    REGION CODE    ADDRESS   : 8 SHORT HILL ROAD
        01         CITY      :    LINCOLN
                   STATE/ZIP : MA  01773
    MORTGAGE AMOUNT :   477,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    477,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,253.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.79000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,526,850.00
                               P & I AMT:     10,351.89  
                               UPB AMT:   1,526,850.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          273
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070342936     MORTGAGORS: BASTIANICH           TANYA
                               BASTIANICH           LIDIA
    REGION CODE    ADDRESS   : 324 MANOR RD
        01         CITY      :    DOUGLASTON
                   STATE/ZIP : NY  11363
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,748.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.57000
    ----------------------------------------------------------------
0   0070344635     MORTGAGORS: SCOTT                GENE

    REGION CODE    ADDRESS   : 3958 HAMPSTEAD ROAD
        01         CITY      :    La Canada Flintridge
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,661.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070345756     MORTGAGORS: DAVIS                DARRIN
                               HAYDE DAVIS          KELLI
    REGION CODE    ADDRESS   : 107 COBBLESTONE LANE
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,852.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.51282
    ----------------------------------------------------------------
0   0070346044     MORTGAGORS: LUMSDEN              THOMAS
                               LUMSDEN              LUANN
    REGION CODE    ADDRESS   : 6304 KENT POINT ROAD
        01         CITY      :    STEVENSVILL
                   STATE/ZIP : MD  21666
    MORTGAGE AMOUNT :   283,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,908.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.57143
    ----------------------------------------------------------------
0   0070348925     MORTGAGORS: SULLIVAN             NEIL
                               SULLIVAN             DEBORAH
    REGION CODE    ADDRESS   : 65 HIGH RIDGE RD
        01         CITY      :    Trumbull
                   STATE/ZIP : CT  06611
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,743.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 83.17000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,470,250.00
                               P & I AMT:      9,913.38  
                               UPB AMT:   1,470,250.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          274
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070349881     MORTGAGORS: MACHADO              MICHAEL
                               MACHADO              DIANA
    REGION CODE    ADDRESS   : 3078 PINE VALLEY ROAD
        01         CITY      :    San Ramon
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   261,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,784.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070355318     MORTGAGORS: JULIAN               JAMES
                               JULIAN               LESLIE
    REGION CODE    ADDRESS   : 231 MORRIS RANCH ROAD
        01         CITY      :    Danville
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,728.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.18000
    ----------------------------------------------------------------
0   0070355698     MORTGAGORS: GREENE               NEIL

    REGION CODE    ADDRESS   : 37 COUNTRY MEADOW RD.
        01         CITY      :    Rolling Hills Estate
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   641,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    641,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,266.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0070355805     MORTGAGORS: TOM                  RICHARD
                               AHN                  BARBABA
    REGION CODE    ADDRESS   : 1640 VIA CAMPO VERDE
        01         CITY      :    San Jose
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   387,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,672.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.63000
    ----------------------------------------------------------------
0   0070362744     MORTGAGORS: MEHREZ               DIANE

    REGION CODE    ADDRESS   : 502 NORTH LINDEN DRIVE
        01         CITY      :    Beverly Hills
                   STATE/ZIP : CA  90210
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    650,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,379.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 47.62000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,339,850.00
                               P & I AMT:     15,831.61  
                               UPB AMT:   2,339,850.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          275
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070363130     MORTGAGORS: FOREMAN              JEFFREY
                               FOREMAN              ROSEMARY
    REGION CODE    ADDRESS   : 322 W. PROSPECT AVENUE
        01         CITY      :    Danville
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   442,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    442,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,980.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070365622     MORTGAGORS: KELLEHER             WILLIAM
                               KELLEHER             LISA
    REGION CODE    ADDRESS   : 4622 CHATSWORTH WAY
        01         CITY      :    Ellicott City
                   STATE/ZIP : MD  21043
    MORTGAGE AMOUNT :   249,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,700.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0070366752     MORTGAGORS: MCMANUS              MICHAEL
                               MCMANUS              DIANE
    REGION CODE    ADDRESS   : 3 STILLWELL DRIVE
        01         CITY      :    HOLMDEL
                   STATE/ZIP : NJ  07730
    MORTGAGE AMOUNT :   314,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,065.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070372123     MORTGAGORS: WEPMAN               BARRY
                               DONOVAN              MOLLY
    REGION CODE    ADDRESS   : 2408 CHAIN BRIDGE ROAD NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20016
    MORTGAGE AMOUNT :   266,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,837.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.07692
    ----------------------------------------------------------------
0   0070376652     MORTGAGORS: SCHMOCK              JONATHAN
                               SCHMOCK              ERIN
    REGION CODE    ADDRESS   : 2645 DESMOND EST.DR.
        01         CITY      :    Los Angeles
                   STATE/ZIP : CA  90048
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,624.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 63.33000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,652,100.00
                               P & I AMT:     11,208.35  
                               UPB AMT:   1,652,100.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          276
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070378823     MORTGAGORS: BARBA                MARIA

    REGION CODE    ADDRESS   : 6802 NORTH LOWELL AVE.
        01         CITY      :    Lincolnwood
                   STATE/ZIP : IL  60646
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,840.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.79000
    ----------------------------------------------------------------
0   0070379714     MORTGAGORS: ZIEGELE              CHRISTOPHER
                               ZIEGELE              JOJI
    REGION CODE    ADDRESS   : 2957 ALVIENA DRIVE
        01         CITY      :    San Jose
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   267,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,869.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 72.83000
    ----------------------------------------------------------------
0   0070381959     MORTGAGORS: FRANKEN              DONALD
                               FRANKEN              PAMELA
    REGION CODE    ADDRESS   : 1023 BOUNARY PLACE
        01         CITY      :    Manhattan Beach
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   305,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,080.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.40000
    ----------------------------------------------------------------
0   0070382171     MORTGAGORS: CHUNG                CHI
                               CHUNG                BONNIE
    REGION CODE    ADDRESS   : 23935 JABIL LANE
        01         CITY      :    Los Altos Hills
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    650,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,544.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 61.21000
    ----------------------------------------------------------------
0   0070383013     MORTGAGORS: DIVON                RONEN
                               DIVON                YAEL
    REGION CODE    ADDRESS   : 87 HAMPSHIRE ROAD
        01         CITY      :    Great Neck
                   STATE/ZIP : NY  11023
    MORTGAGE AMOUNT :   313,125.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,125.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,189.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,795,425.00
                               P & I AMT:     12,524.21  
                               UPB AMT:   1,795,425.00

<PAGE>
1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 09/01/98
    P.O. BOX 5260              TMS AG0004981530  01 02 03
                                PAGE:          277
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070385851     MORTGAGORS: FORSBERG             PAUL
                               FORSBERG             JOCELYN
    REGION CODE    ADDRESS   : 960 TUDOR COURT
        01         CITY      :    Lake Zurich
                   STATE/ZIP : IL  60047
    MORTGAGE AMOUNT :   300,195.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,195.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,099.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 92.37000
    ----------------------------------------------------------------
0   0070398730     MORTGAGORS: KEY                  CYNTHIA

    REGION CODE    ADDRESS   : 1955 DEER VALLEY DRIVE #302
        01         CITY      :    Park City
                   STATE/ZIP : UT  84060
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,417.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.29000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    2
                               LOAN AMT:     650,195.00
                               P & I AMT:      4,516.37  
                               UPB AMT:     650,195.00
0                   TOTAL      NUM OF LOANS: 1382
                               LOAN AMT: 476,430,004.20
                               P & I AMT:  3,280,464.06  
                               UPB AMT: 475,922,798.28


<PAGE>


                      EXHIBIT C - SUPPLEMENT

                  SCHEDULE OF COOPERATIVE LOANS

                          SERIES 1998-15



                CUT-OFF DATE
LOAN NO.        PRINCIPAL BALANCE              BORROWER NAME

70244322        $394,714.11                         Lowell


<PAGE>


                             EXHIBIT D

                  FORM OF SERVICER'S CERTIFICATE
                     ________________,  ______
                         (month)        (year)

                GE CAPITAL MORTGAGE SERVICES, INC.
           REMIC Multi-Class Pass-Through Certificates,
                          Series 1998-15


           Pursuant to the Pooling and Servicing Agreement dated
as of September 1, 1998 (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                            $________


<PAGE>


           (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 and Modified
                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          $________
                (e) Excess Special Hazard Losses      $________
                (f) Excess Fraud Losses               $________
                (g) Debt Service Reductions           $________

           (13) Compensating Interest Payment:        $________


                               D-2
<PAGE>


           (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 A10  $__________     $__________    ____%
                Class A11  $__________     $__________    ____%
                Class M    $__________     $__________    ____%
                Class B1   $__________     $__________    ____%
                Class B2   $__________     $__________    ____%
                Class B3   $__________     $__________    ____%
                Class B4   $__________     $__________    ____%
                Class B5   $__________     $__________    ____%
                Class R    $__________     $__________    ____%

           (15) Principal distributable:

                Class A1       $__________
                Class A2       $__________
                Class A3       $__________
                Class A4       $__________
                Class A5       $__________
                Class A6       $__________
                Class A7       $__________
                Class A8       $__________
                Class A9       $__________
                Class A10      $__________
                Class A11      $__________
                Class PO       $__________
                Class M        $__________
                Class B1       $__________
                Class B2       $__________
                Class B3       $__________
                Class B4       $__________
                Class B5       $__________
                Class R        $__________


                               D-3
<PAGE>


           (16) Additional distributions to the Class R
                Certificate pursuant to Section 4.01(b):

                Class   R      $__________

           (17) Distributions Allocable to Unanticipated
                Recoveries:

                Class A1       __________
                Class A2       __________
                Class A3       __________
                Class A4       __________
                Class A5       __________
                Class A6       __________
                Class A7       __________
                Class A8       __________
                Class A9       __________
                Class A10      __________
                Class A11      __________
                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. Group II Senior Percentage
               for such Distribution Date:        _____________%


                               D-4
<PAGE>


            6. Group II Senior Distribution
               Percentage for such Distribution
               Date:                              _____________%

            7. Subordinate Certificate
               Writedown Amount for such
               Distribution Date:                 $_____________

            8. Prepayment Distribution
               Triggers satisfied:           Yes       No

                Class B1                    _____     _____
                Class B2                    _____     _____
                Class B3                    _____     _____
                Class B4                    _____     _____
                Class B5                    _____     _____

            9. Base Servicing Fee:                $___________

           10. Supplemental Servicing Fee:        $___________

           Capitalized terms used in this Certificate shall have
the same meanings as in the Agreement.


                               D-5
<PAGE>


                             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 funds 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 or any ERISA-Restricted
Certificate.

      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 September 1, 1998, 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") and is not
using the assets of any such employee benefit or other 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 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" and 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


<PAGE>


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:


                               E-2
<PAGE>



                            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
Multi-Class Pass-Through Certificates, Series 1998-15.

      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.


<PAGE>


      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 September 1, 1998,
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 a citizen or resident of
the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or
any political subdivision thereof, or an estate or trust that is
subject to U.S. federal income tax regardless of the source of
its income.

      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


                               F-2
<PAGE>


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.


                               F-3
<PAGE>


      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__.


                              F-4
<PAGE>



                             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 Multi-Class Pass-Through
                Certificates, Series 1998-15

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:


<PAGE>


                             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


<PAGE>


                            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 Multi-Class Pass Through
                     Certificates, Series 1998-15

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 September 1, 1998
(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.


<PAGE>


           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.]


                               I-2
<PAGE>


           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:


                               I-3
<PAGE>


                             EXHIBIT J
                FORM OF DISTRIBUTION DATE STATEMENT

                    _________________, ______
                         (month)       (year)

                GE CAPITAL MORTGAGE SERVICES, INC.
           REMIC Multi-Class Pass-Through Certificates,
                          Series 1998-15

           Pursuant to the Pooling and Servicing Agreement dated
as of September 1, 1998 (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 A10     $__________
                     Class A11     $__________
                     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      $__________


<PAGE>


                     Class A3      $__________
                     Class A4      $__________
                     Class A5      $__________
                     Class A6      $__________
                     Class A7      $__________
                     Class A8      $__________
                     Class A9      $__________
                     Class A10     $__________
                     Class A11     $__________
                     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 A10 $__________     ____%
                     Class A11 $__________     ____%
                     Class M   $__________     ____%
                     Class B1  $__________     ____%
                     Class B2  $__________     ____%
                     Class B3  $__________     ____%
                     Class B4  $__________     ____%
                     Class B5  $__________     ____%
                     Class R   $__________     ____%

           (4) Amount of distribution allocable to Unanticipated
               Recoveries:

                     Class A1  $__________     ____%
                     Class A2  $__________     ____%
                     Class A3  $__________     ____%


                               J-2
<PAGE>


                     Class A4  $__________     ____%
                     Class A5  $__________     ____%
                     Class A6  $__________     ____%
                     Class A7  $__________     ____%
                     Class A8  $__________     ____%
                     Class A9  $__________     ____%
                     Class A10 $__________     ____%
                     Class A11 $__________     ____%
                     Class PO  $__________     ____%
                     Class M   $__________     ____%
                     Class B1  $__________     ____%
                     Class B2  $__________     ____%
                     Class B3  $__________     ____%
                     Class B4  $__________     ____%
                     Class B5  $__________     ____%
                     Class R   $__________     ____%

           (5) Servicing Compensation:           $__________

           The amounts below are for the aggregate of all
Certificates:

           (6) Pool Scheduled Principal
               Balance; number of
               Mortgage Loans:          $__________    __________

           (7) 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           $__________ $__________


                               J-3
<PAGE>


                Class A10          $__________ $__________
                Class A11          $__________ $__________
                Class PO           $__________ $__________
                Class M            $__________ $__________
                Class B1           $__________ $__________
                Class B2           $__________ $__________
                Class B3           $__________ $__________
                Class B4           $__________ $__________
                Class B5           $__________ $__________
                Class R            $__________ $__________

           (8) Book value of real estate
               acquired on behalf of
               Certificate-holders;
               number of related
               Mortgage Loans:          $__________    __________

           (9) 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               $__________    __________

           (10) Aggregate Scheduled
                Principal Balance and
                number of replaced
                Mortgage Loans:         $__________    __________

           (11) Aggregate Scheduled
                Principal Balance and
                number of modified
                Mortgage Loans:         $__________    __________

           (12) Senior Percentage for
                such Distribution Date:      __________%

           (13) Senior Prepayment
                Percentage for such
                Distribution Date:           __________%

           (14) Group II Senior
                Percentage for such
                Distribution Date:           __________%

           (15) Group II Senior
                Distribution Percentage
                for such Distribution
                Date:                        __________%


                               J-4
<PAGE>


           (16) Junior Percentage for
                such Distribution Date:      __________%

           (17) Junior Prepayment
                Percentage for such
                Distribution Date:           __________%

           Capitalized terms used in this Statement shall have
the same meanings as in the Agreement.


                               J-5
<PAGE>


                             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 Multi-Class
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 Multi-Class 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.


<PAGE>


                            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


                               K-2
<PAGE>


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


                               K-3
<PAGE>


      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


                               K-4
<PAGE>


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 as 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


                               K-5
<PAGE>


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


                               K-6
<PAGE>


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


                               K-7
<PAGE>


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


                               K-8
<PAGE>


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 Multi-Class 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


                               K-9
<PAGE>


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.


                              K-10
<PAGE>


      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.
           2000 West Loop South
           Suite 1917
           Houston, Texas 77027
           Attention: Mark Pendergrass
           Telephone: (713) 964-4207
           Facsimile: (713) 964-4100

      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:______________________


                              K-11
<PAGE>


      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
           Two International Place, Fifth Floor
           Boston, Massachusetts  02110
           Attention:  Karen Beard
           Telephone:  (617) 664-5465
           Facsimile:  (617) 664-5367

      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.


                              K-12
<PAGE>


      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.]


                              K-13
<PAGE>


           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:


                               K-14
<PAGE>


                             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 Multi-Class 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


<PAGE>


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)


                               L-2
<PAGE>


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]


                              L-3
<PAGE>


                            EXHIBIT M

                   SCHEDULE OF DESIGNATED LOANS

                          SERIES 1998-15


LOAN NO.        ORIGINAL AMOUNT                BORROWER NAME

31380173        $272,000.00                    Wells



PERCENTAGE OF POOL:  LESS THAN 0.06%


<PAGE>


                             EXHIBIT N

             SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS


                               None


<PAGE>


                            EXHIBIT O

                   SENIOR PRINCIPAL PRIORITIES


<PAGE>


           third, to the Senior Certificates, in reduction of the
Class Certificate Principal Balances thereof, to the extent of
remaining Available Funds, concurrently as follows:

                (a) to the Class A11 Certificates (the "Group II
      Senior Certificates"), the Group II Senior Principal
      Distribution Amount (as defined herein) for such
      Distribution Date, until the Class Certificate Principal
      Balance thereof has been reduced to zero;

                (b) to the Class Al, Class A2, Class A3, Class
      A4, Class A5, Class A6, Class A7, Class A8, Class A9, Class
      A10 and Class R Certificates (together, the "Group I Senior
      Certificates"), the Senior Optimal Principal Amount for
      such Distribution Date less the Group II Senior Principal
      Distribution Amount for such Distribution Date, in the
      following order of priority:

                     (i) to the Class R Certificates, until the
           Class Certificate Principal Balance thereof has been
           reduced to zero;

                     (ii) concurrently, to the Class Al and Class
           A2 Certificates, approximately 80.0992478253% and
           19.9007521747%, respectively, of the remaining amount
           set forth in clause (b) until the Class Certificate
           Principal Balance of the Class Al Certificates has
           been reduced to zero;

                     (iii) to the Class A2, Class A5, Class A6,
           Class A7, Class A8, Class A9 and Class A10
           Certificates, the remaining amount set forth in clause
           (b), concurrently, as follows:

                          (A) to the Class A2 Certificates,
                approximately 54.7091193188% of the amount
                described in clause (b)(iii) above, until the
                Class Certificate Principal Balance thereof has
                been reduced to zero;

                          (B) to the Class A5, Class A6 and Class
                A7 Certificates, approximately 11.3227201703% of
                the amount described in clause (b)(iii) above, in
                the following order of priority:

                               (I) to the Class A5 Certificates,
                     until the Class Certificate Principal
                     Balance thereof has been reduced to zero;

                               (II) to the Class A6 Certificates,
                     until the Class Certificate Principal
                     Balance thereof has been reduced to zero;
                     and

                               (III) to the Class A7
                     Certificates, until the Class Certificate
                     Principal Balance thereof has been reduced
                     to zero; and


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<PAGE>


                          (C) to the Class A8 Certificates,
                approximately 19.4103784053% of the amount
                described in clause (b)(iii) above, until the
                Class Certificate Principal Balance thereof has
                been reduced to zero;

                          (D) to the Class A9 Certificates,
                approximately 11.3227201703% of the amount
                described in clause (b)(iii) above, until the
                Class Certificate Principal Balance thereof has
                been reduced to zero; and

                          (E) to the Class A10 Certificates,
                approximately 3.2350619353% of the amount
                described in clause (b)(iii) above, until the
                Class Certificate Principal Balance thereof has
                been reduced to zero; and

                     (iv) pro rata, to the Class A3 and Class A4
           Certificates, until the Class Certificate Principal
           Balances thereof have each been reduced to zero; and

                (c) 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.


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