GE CAPITAL MORTGAGE SERVICES INC
8-K, 1998-11-12
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) October 29. 1998


                GE CAPITAL MORTGAGE SERVICES, INC.
          (as Seller and Servicer under the Pooling and
        Servicing Agreement, dated as of October 1, 1998,
         providing for the issuance of REMIC Multi-Class
            Pass-Through Certificates, Series 1998-19)



                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 October 29. 1998, GE Capital Mortgage Services, Inc.
("GECMSI") offered to investors certain classes of its REMIC
Multi-Class Pass-Through Certificates, Series 1998-19 (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 1998-19") 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
October 22, 1998 as supplemented by the Prospectus Supplement
dated October 22, 1998.

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

               Class A1            $127,825,000.00
               Class A2            $150,750,000.00
               Class A3             $14,906,000.00
               Class A4              $1,000,000.00
               Class A5              $1,000,000.00
               Class A6              $6,733,433.00
               Class A7              $1,000,000.00
               Class A8              $5,000,000.00
               Class A9              $2,000,000.00
               Class A10            $10,520,990.00
               Class A11             $2,945,877.00
               Class A12            $37,645,000.00
               Class R                     $100.00
               Class M               $5,646,000.00
               Class B1              $2,824,000.00
               Class B2              $1,882,000.00
               Class B3              $2,447,000.00
               Class B4              $1,129,000.00
               Class B5              $1,130,171.79
               Class PO                 $67,341.27
                                   ---------------
               Total :             $376,451,913.06


The initial Junior Percentage and initial Senior Percentage for
Pool 1998-19 are approximately 4.00% and 96.00%, respectively.
The "Bankruptcy Loss Amount," the "Fraud Loss Amount" and the
"Special Hazard Loss Amount" for Pool 1998-19 as of the initial
issuance of the Certificates are $129,020.00, $3,764,519.00 and
$3,764,519.00, respectively, representing approximately .0300%,
1.0000%, and 1.0000%, respectively, of the aggregate Scheduled
Principal Balances of the Mortgage Loans as of October 1, 1998
(the "Cut-off Date").


                                2
<PAGE>


Description of the Mortgage Pool and the Mortgaged Properties

Pool 1998-19

Pool 1998-19 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
$376,451,913.06.

The interest rates (the "Mortgage Rates") borne by the 1,120
Mortgage Loans conveyed by GECMSI to Pool 1998-19 range from
6.3750% to 8.3750% and the weighted average Mortgage Rate as of
the Cut-off Date is 7.2752% 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 1998-19 ranged
from $227,500.00 to $1,443,750.00, and, as of the Cut-off Date,
the average outstanding Scheduled Principal Balance of the
Mortgage Loans in Pool 1998-19 is $336,117.78, 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 1998-19 is March
1997, and the latest scheduled maturity date of any such Mortgage
Loan is October 2028. The weighted average loan-to-value ratio of
the Mortgage Loans as of the Cut-off Date in Pool 1998-19 is
74.5349%.

The Mortgage Loans in Pool 1998-19 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 1998-19:

                                    AGGREGATE              % OF
                                     BALANCES           POOL BY
 MORTGAGE         # OF                  AS OF         AGGREGATE
    RATES        LOANS           CUT-OFF DATE           BALANCE
 --------        -----           ------------         ---------
  6.3750%            1            $244,473.36           0.0649%
  6.5000%            3            $886,310.44           0.2354%
  6.6250%            5          $1,334,286.86           0.3544%
  6.7500%           28          $9,456,631.85           2.5120%
  6.8750%           58         $18,807,496.56           4.9960%
  7.0000%           97         $32,126,387.27           8.5340%
  7.1250%          191         $62,601,297.51          16.6293%
  7.2500%          259         $88,339,154.11          23.4664%
  7.3750%          220         $74,597,084.14          19.8158%
  7.5000%          144         $48,435,921.75          12.8664%
  7.6250%           75         $26,866,578.57           7.1368%
  7.7500%           22          $7,410,273.01           1.9685%
  7.8750%           14          $4,418,419.79           1.1737%
  8.0000%            1            $339,771.87           0.0903%
  8.2500%            1            $308,000.00           0.0818%
  8.3750%            1            $279,825.97           0.0743%
                 -----        ---------------         ---------
    Total        1,120        $376,451,913.06         100.0000%


                                3
<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 1998-19:

                                       AGGREGATE             % OF
                                        BALANCES          POOL BY
     ORIGINAL           # OF               AS OF        AGGREGATE
     BALANCES          LOANS        CUT-OFF DATE          BALANCE
     --------          -----        ------------        ---------
 $227,151 - 250,000      109      $26,682,479.33          7.0879%
 $250,001 - 300,000      432     $118,788,971.11         31.5549%
 $300,001 - 350,000      238      $76,983,519.22         20.4498%
 $350,001 - 400,000      139      $52,206,287.24         13.8680%
 $400,001 - 450,000       77      $32,652,564.02          8.6738%
 $450,001 - 600,000       95      $47,910,066.81         12.7267%
 $600,001 - 650,000       23      $14,647,862.03          3.8910%
 $650,001 - 1,000,000+     7       $6,580,163.30          1.7479%
                       -----     ---------------        ---------
             Total     1,120     $376,451,913.06        100.0000%

The largest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1998-19 is
$1,443,750.00.

The smallest outstanding Scheduled Principal Balance of any
Mortgage Loan, as of the Cut-off Date, in Pool 1998-19 is
$226,923.34.

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 1998-19:

                                      AGGREGATE              % OF
                                       BALANCES           POOL BY
    YEAR OF         # OF                  AS OF         AGGREGATE
ORIGINATION        LOANS           CUT-OFF DATE           BALANCE
- -----------        -----           ------------         ---------
       1997            2            $571,395.88           0.1518%
       1998        1,118        $375,880,517.18          99.8482%
                   -----        ---------------         ---------
      Total        1,120        $376,451,913.06         100.0000%


                                4
<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 1998-19:

      LOAN-                           AGGREGATE             % OF
    TO-VALUE                           BALANCES          POOL BY
    RATIO AT           # OF               AS OF        AGGREGATE
   ORIGINATION        LOANS        CUT-OFF DATE          BALANCE
   -----------        -----        ------------        ---------
 00.000 - 50.00          40      $13,597,693.98          3.6121%
 50.001 - 60.00          66      $25,217,287.84          6.6987%
 60.001 - 70.00         154      $54,712,917.83         14.5338%
 70.001 - 75.00         192      $67,890,022.36         18.0342%
 75.001 - 80.00         541     $178,676,210.38         47.4632%
 80.001 - 85.00           8       $2,222,697.97          0.5904%
 85.001 - 90.00          70      $21,040,258.72          5.5891%
 90.001 - 95.00          49      $13,094,823.98          3.4785%
                      -----     ---------------        ---------
      Total           1,120     $376,451,913.06        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 1998-19:

                                       AGGREGATE             % OF
                                        BALANCES          POOL BY
TYPE OF               # OF                 AS OF        AGGREGATE
DWELLING             LOANS          CUT-OFF DATE          BALANCE
- --------             -----          ------------        ---------
Single-family
 detached            1,035       $347,035,130.44         92.1857%
Single-family
 attached               31        $10,204,327.95          2.7107%
Condominium             37        $12,368,269.54          3.2855%
2 - 4 Family Units      11         $4,812,878.47          1.2785%
Co-op                    6         $2,031,306.66          0.5396%
                     -----       ---------------        ---------
Total                1,120       $376,451,913.06        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 1998-19:

                                       AGGREGATE             % OF
                                        BALANCES          POOL BY
                      # OF                 AS OF        AGGREGATE
OCCUPANCY            LOANS          CUT-OFF DATE          BALANCE
- ---------            -----          ------------        ---------
Owner Occupied       1,102       $370,321,890.91         98.3716%
Vacation                17         $5,860,217.56          1.5567%
Investment               1           $269,804.59          0.0717%
                     -----       ---------------        ---------
Total                1,120       $376,451,913.06        100.0000%


                                5
<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
   1998-19:

                                        AGGREGATE            % OF
                                         BALANCES         POOL BY
                      # OF                  AS OF       AGGREGATE
STATE                LOANS           CUT-OFF DATE         BALANCE
- -----                -----           ------------       ---------
Alabama                  1            $425,333.35         0.1130%
Arizona                 19          $6,607,410.66         1.7552%
Arkansas                 2            $766,200.00         0.2035%
California             543        $185,209,563.19        49.1989%
Colorado                25          $8,515,606.12         2.2621%
Connecticut             23          $8,050,841.64         2.1386%
Delaware                 1            $349,367.92         0.0928%
District Of Columbia     2            $627,684.45         0.1667%
Florida                 25          $7,685,792.07         2.0416%
Georgia                 22          $7,130,124.01         1.8940%
Hawaii                   4          $1,505,500.17         0.3999%
Idaho                    1            $379,405.33         0.1008%
Illinois                51         $16,844,173.67         4.4745%
Indiana                  7          $2,451,851.16         0.6513%
Iowa                     1            $252,000.00         0.0669%
Maine                    2            $749,687.96         0.1991%
Maryland                35         $11,518,888.12         3.0599%
Massachusetts           71         $23,798,572.36         6.3218%
Michigan                16          $5,174,128.91         1.3744%
Minnesota               19          $5,590,330.45         1.4850%
Mississippi              1            $241,801.64         0.0642%
Missouri                 1            $395,380.29         0.1050%
Nebraska                 2            $697,007.53         0.1852%
Nevada                   2            $869,848.40         0.2311%
New Hampshire            4          $1,163,684.99         0.3091%
New Jersey              37         $11,825,559.21         3.1413%
New Mexico               2            $707,778.95         0.1880%
New York                35         $12,913,843.95         3.4304%
North Carolina          11          $3,630,008.98         0.9643%
Ohio                     6          $1,857,479.18         0.4934%
Oregon                  18          $5,400,394.72         1.4346%
Pennsylvania            14          $4,299,603.11         1.1421%
Rhode Island             1            $270,000.00         0.0717%
South Carolina           6          $2,437,607.75         0.6475%
South Dakota             1            $350,000.00         0.0930%
Tennessee               10          $3,438,155.44         0.9133%
Texas                    8          $2,720,180.94         0.7226%
Utah                     5          $1,708,862.01         0.4539%
Vermont                  1            $271,000.00         0.0720%
Virginia                35         $11,414,922.24         3.0322%
Washington              44         $14,385,540.59         3.8214%


                                6
<PAGE>


Wisconsin                6          $1,820,791.60         0.4837%
                     -----        ---------------       ---------
Total                1,120        $376,451,913.06       100.0000%

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 1998-19:

                                     AGGREGATE              % OF
                                      BALANCES           POOL BY
   YEAR OF         # OF                  AS OF         AGGREGATE
  MATURITY        LOANS           CUT-OFF DATE           BALANCE
  --------        -----           ------------         ---------
      2018            6          $2,046,924.17           0.5437%
      2023            7          $2,453,776.58           0.6518%
      2027            2            $571,395.88           0.1518%
      2028        1,105        $371,379,816.43          98.6527%
                  -----        ---------------         ---------
     Total        1,120        $376,451,913.06         100.0000%

The weighted average scheduled remaining term to maturity of the
Mortgage Loans in Pool 1998-19 calculated as of the Cutoff 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 1998-19:

                                       AGGREGATE             % OF
                                        BALANCES          POOL BY
PURPOSE               # OF                 AS OF        AGGREGATE
OF LOAN              LOANS          CUT-OFF DATE          BALANCE
- -------              -----          ------------        ---------
Purchase               507       $169,076,645.13         44.9132%
Rate Term/Refinance    436       $148,031,489.20         39.3228%
Cash-out Refinance     177        $59,343,778.73         15.7640%
                     -----       ---------------        ---------
Total                1,120       $376,451,913.06        100.0000%


                                7
<PAGE>


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

1.1      The Underwriting Agreement, dated as of April 24, 1995,
         and the related Terms Agreement, dated as of October 22,
         1998, for certain of the Series 1998-19 Certificates
         between GE Capital Mortgage Services, Inc. and
         PaineWebber Incorporated.

1.2      The Underwriting Agreement, dated as of October 23,
         1995, and the related Terms Agreement, dated as of
         October 22, 1998, for certain of the Series 1998-19
         Certificates between GE Capital Mortgage Services, Inc.
         and Salomon Smith Barney Inc.

4.1      The Pooling and Servicing Agreement for the Series
         1998-19 Certificates, dated as of October 1, 1998,
         between GE Capital Mortgage Services, Inc., as seller
         and servicer, and State Street Bank and Trust Company,
         as trustee.


                                8
<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 October 29, 1998


                                9
<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 October 29, 1998


                                10
<PAGE>


                          EXHIBIT INDEX




The exhibits are being filed herewith:


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

    1.1     The Underwriting Agreement, dated as
            of April 24, 1995, and the related Terms
            Agreement, dated as of October 22,
            1998, for certain of the Series 1998-19
            Certificates between GE Capital
            Mortgage Services, Inc. and
            PaineWebber Incorporated.

    1.2     The Underwriting Agreement, dated as
            of October 23, 1995, and the related
            Terms Agreement, dated as of October
            22, 1998, for certain of the Series 1998-
            19 Certificates between GE Capital
            Mortgage Services, Inc. and Salomon
            Smith Barney Inc.

    4.1     The Pooling and Servicing Agreement
            for the Series 1998-19 Certificates, dated
            as of October 1, 1998, between GE
            Capital Mortgage Services, Inc., as seller
            and servicer, and State Street Bank and
            Trust Company, as trustee.

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


                               11






                                                        EXECUTION






               GE CAPITAL MORTGAGE SERVICES, INC.

                    PASS-THROUGH CERTIFICATES
                       (Issuable in Series)

                      UNDERWRITING AGREEMENT


PaineWebber Incorporated                       New York, New York
1285 Avenue of the Americas                        April 24, 1995
New York, New York  10019

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.

          Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this


<PAGE>


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
          hereinafter called the "Prospectus". Any reference
          herein to the terms "amend," "amendment" or


                                2
<PAGE>


          "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
          Prospectus (or any amendment thereof or supplement
          thereto).


                                3
<PAGE>


                    (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
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


                                4
<PAGE>


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").

          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
     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


                                5
<PAGE>


     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
     judgement 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


                                6
<PAGE>


     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
     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


                                7
<PAGE>


     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
     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


                                8
<PAGE>


     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 authorized, executed and
          delivered by the Company;

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

                    (iii) the issuance of the Certificates of the
          related Series and sale of the related Offered
          Certificates has been duly authorized by the Company
          and the Certificates of such Series, when duly
          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;

                     (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


                                9
<PAGE>


          under the Investment Company Act of 1940, as amended;

                      (v) the related Registration Statement has
          become effective under the Act, and, to the best of the
          knowledge of such counsel, no stop order suspending the
          effectiveness of such Registration Statement has been
          issued and no proceedings for that purpose have been
          instituted or are pending or contemplated by the
          Commission under the Act; such Registration Statement
          and the related Prospectus, and each amendment or
          supplement thereto (except the financial statements and
          schedules and other financial and statistical data
          included therein and the documents incorporated by
          reference therein) applicable to the related Offered
          Certificates and the obligations of the Company
          relating thereto, as of their respective effective or
          issue dates, 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 any document
          incorporated by reference therein), as of the date it
          became effective, or such Registration Statement
          (except as aforesaid, and except the financial
          statements and schedules and statistical data included
          therein and the documents incorporated by reference
          therein) as of the date the most recent post-effective
          amendment thereto, if any, became effective, contained
          any untrue statement of a material fact or omitted to
          state any material fact required to be stated therein
          or necessary to make the statements therein not
          misleading or (B) such Prospectus (except any document
          incorporated by reference therein) or any amendment or
          supplement thereto (except as aforesaid, and except the
          financial statements and schedules and statistical data
          included therein and the documents incorporated by
          reference therein), as of their respective issue dates
          or at the related Closing Date, contained or contains
          any untrue statement of a material fact or omitted or
          omits to state any material fact necessary in order to
          make the statements therein, in 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;


                                10
<PAGE>


                    (vii) the statements 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 the 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
          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 


                                11
<PAGE>


     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 laws of
     the United States.

               (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;

                    (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


                                12
<PAGE>


          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.

               (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


                                13
<PAGE>


     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
          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


                                14
<PAGE>


          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,
          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 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


                                15
<PAGE>


     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 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
     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 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,


                                16
<PAGE>


          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
          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.


                                17
<PAGE>


               (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
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 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,


                                18
<PAGE>


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 (as defined in Section 9 below) (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
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.


                                19
<PAGE>


          (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
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


                                20
<PAGE>


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
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


                                21
<PAGE>


     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
     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


                                22
<PAGE>


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:

               (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


                                23
<PAGE>


          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, except as otherwise disclosed by the Underwriter
          to the Company in writing prior to the date hereof, 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
          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


                                24
<PAGE>


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 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.

          (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,


                                25

<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. 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 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


                                26
<PAGE>


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(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


                                27
<PAGE>


Form 8-K. The Underwriter agrees that it will not represent to
prosective 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. 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


                                28
<PAGE>


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
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, Post
Office Box 5260, Cherry Hill, New Jersey 08002, Attention:
General Counsel.

          If the foregoing is in accordance with your


                                29
<PAGE>


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.

PAINEWEBBER INCORPORATED


By: _____________________________
    Name:
    Title:


                                30
<PAGE>


                                                        EXHIBIT A

               GE CAPITAL MORTGAGE SERVICES, INC.

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

                         TERMS AGREEMENT
                   (to Underwriting Agreement,
                       dated April 24, 1995
             between the Company and the Underwriter)


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

          PaineWebber Incorporated (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 [ ]%]:


Class          Principal      Interest        Class Purchase
                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,

                              PAINEWEBBER INCORPORATED



                              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



                                                          Execution



                GE CAPITAL MORTGAGE SERVICES, INC.

            REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                          SERIES 1998-19

                          TERMS AGREEMENT
                          ---------------
                    (to Underwriting Agreement,
                       dated April 24, 1995,
             between the Company and the Underwriter)

GE Capital Mortgage Services, Inc.               New York, New York
Three Executive Campus                             October 22, 1998
Cherry Hill, NJ  08002

           PaineWebber Incorporated (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 1998-19 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 1998-19 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 1998-19
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 October 1, 1998 (the
"Cut-off Date"):

      (a) Aggregate Principal Amount of the Mortgage Pool:
$376,451,913 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 $356,250,000
or greater than $393,750,000.

      (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.


<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):

                                                    Class
                    Principal      Interest     Purchase Price 
Class                Balance         Rate         Percentage
- -----                -------         ----         ----------

Class A1           $127,825,000      6.50%        99.5469%
Class A2           150,750,000       6.50%        99.5469%
Class A3           14,906,000        6.50%        99.5469%
Class A4           1,000,000         6.50%        99.5469%
Class A5           1,000,000         6.50%        99.5469%
Class A6           6,733,433         7.00%        99.5469%
Class A7           1,000,000         6.50%        99.5469%
Class A8           5,000,000         6.50%        99.5469%
Class A9           2,000,000         6.50%        99.5469%
Class A10          10,520,990         (1)         99.5469%
Class A11          2,945,877          (1)         99.5469%
Class A12          37,645,000        6.50%        99.5469%
Class R            100               6.50%        99.5469%


- ----------------------
(1)  Interest will accrue on the Class A10 and Class A11
     Certificates at the respective rates described in the
     Prospectus.

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


                                2
<PAGE>


      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, October 29,
1998 (the "Closing Date"). 

      Section 4. Required Ratings: The Offered Certificates,
other than the Class A11 Certificates, shall have received
Required Ratings of at least "AAA" from Fitch IBCA, Inc.
("Fitch") and Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc. ("S&P"), respectively. The Class
A11 Certificates shall have received Required Ratings of at least
"AAA" by Fitch and "AAAr" by S&P. 

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

      Section 6. Additional Expenses: The Underwriter will pay
all expenses (e.g., shipping, postage and courier costs)
associated with the delivery of the Prospectus to prospective
investors and investors, other than the costs of delivery to the
Underwriter's facilities, provided, that if courier services
(other than overnight delivery services utilized in the ordinary
course of business) are required to ensure that the Prospectus is
delivered to investors on the day immediately preceding the
Closing Date, the Company will pay such courier expenses.


                                3
<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,

                               PAINEWEBBER INCORPORATED


                               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


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



                                                       Execution



                GE CAPITAL MORTGAGE SERVICES, INC.

            REMIC MULTI-CLASS PASS-THROUGH CERTIFICATES
                          SERIES 1998-19

                          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                          October 22, 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 1998-19 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 1998-19 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 1998-19
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 October 1, 1998 (the
"Cut-off Date"):

      (a) Aggregate Principal Amount of the Mortgage Pool:
$376,451,913 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 $356,250,000
or greater than $393,750,000.

      (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.


<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):

                                                   Class
                   Principal      Interest     Purchase Price 
Class               Balance         Rate         Percentage
- -----               -------         ----         ----------

Class M           $5,646,000        6.50%        98.09485%
Class B1           2,824,000        6.50%        96.35413%
Class B2           1,882,000        6.50%        90.76311%


      (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, October 29,
1998 (the "Closing Date").

      Section 4. Required Ratings: The Class M, Class B1 and
Class B2 Certificates shall have received Required Ratings of
"AA," "A" and "BBB," respectively, from Standard & Poors Rating
Services, a division of The McGraw-Hill Companies, Inc.

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

      Section 6. Additional Expenses: The Underwriter will pay
all expenses (e.g., shipping, postage and courier costs)
associated with the delivery of the Prospectus to prospective
investors and investors, other than the costs of delivery to the
Underwriter's facilities, provided, that if courier services
(other than overnight delivery services utilized in the ordinary
course of business) are required to ensure that the Prospectus is
delivered to investors on the day immediately preceding the
Closing Date, the Company will pay such courier expenses.


                                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.,

                       Seller and Servicer


                               and


               STATE STREET BANK AND TRUST COMPANY,

                             Trustee


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

                 POOLING AND SERVICING AGREEMENT

                   Dated as of October 1, 1998

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


           REMIC Multi-Class Pass-Through Certificates,
                          Series 1998-19


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


<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.....................34
    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........................45
    Section 2.06. Designations under the REMIC Provisions..........45

                         ARTICLE III
        ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

    Section 3.01. Company to Act as Servicer.......................46
    Section 3.02. Collection of Certain Mortgage Loan 
                  Payments; Mortgage Loan Payment Record; 
                  Certificate Account..............................49
    Section 3.03. Collection of Taxes, Assessments 
                  and Other Items..................................52
    Section 3.04. Permitted Debits to the Mortgage 
                  Loan Payment Record..............................52
    Section 3.05. Maintenance of the Primary Insurance Policies....53
    Section 3.06. Maintenance of Hazard Insurance..................54
    Section 3.07. Assumption and Modification Agreements...........54
    Section 3.08. Realization Upon Defaulted Mortgage Loans........55
    Section 3.09. Trustee to Cooperate; Release of Mortgage Files..58
    Section 3.10. Servicing Compensation; Payment of Certain 
                  Expenses by the Company..........................59
    Section 3.11. Reports to the Trustee; Certificate 
                  Account Statements...............................59
    Section 3.12. Annual Statement as to Compliance................59
    Section 3.13. Annual Independent Public Accountants' 
                  Servicing Report.................................60
    Section 3.14. Access to Certain Documentation and 
                  Information Regarding the Mortgage Loans.........60
    Section 3.15. Maintenance of Certain Servicing Policies........60
    Section 3.16. Optional Purchase of Defaulted Mortgage Loans....61

                          ARTICLE IV
                   PAYMENTS AND STATEMENTS

    Section 4.01. Distributions....................................61
    Section 4.02. Method of Distribution...........................65


<PAGE>


    Section 4.03. Allocation of Losses.............................66
    Section 4.04. Monthly Advances; Purchases of 
                  Defaulted Mortgage Loans.........................68
    Section 4.05. Statements to Certificateholders.................69
    Section 4.06. Servicer's Certificate...........................71
    Section 4.07. Reports of Foreclosures and Abandonments 
                  of Mortgaged Property............................71
    Section 4.08. Reduction of Base Servicing Fees by 
                  Compensating Interest Payments...................71
    Section 4.09. Surety Bond......................................71

                          ARTICLE V
                       THE CERTIFICATES

    Section 5.01. The Certificates.................................71
    Section 5.02. Registration of Transfer and 
                  Exchange of Certificates.........................73
    Section 5.03. Mutilated, Destroyed, Lost or 
                  Stolen Certificates..............................78
    Section 5.04. Persons Deemed Owners............................79
    Section 5.05. Access to List of Certificateholders' 
                  Names and Addresses..............................79
    Section 5.06. Representation of Certain Certificateholders.....79
    Section 5.07. Determination of COFI............................80
    Section 5.08. Determination of LIBOR...........................80

                          ARTICLE VI
                         THE COMPANY

    Section 6.01. Liability of the Company.........................82
    Section 6.02. Merger or Consolidation of, or 
                  Assumption of the Obligations of, the Company....82
    Section 6.03. Assignment.......................................82
    Section 6.04. Limitation on Liability of the 
                  Company and Others...............................82
    Section 6.05. The Company Not to Resign........................83

                         ARTICLE VII
                           DEFAULT

    Section 7.01. Events of Default................................83
    Section 7.02. Trustee to Act; Appointment of Successor.........84
    Section 7.03. Notification to Certificateholders...............85

                         ARTICLE VIII
                         THE TRUSTEE

    Section 8.01. Duties of Trustee................................85
    Section 8.02. Certain Matters Affecting the Trustee............87
    Section 8.03. Trustee Not Liable for Certificates 
                  or Mortgage Loans................................88
    Section 8.04. Trustee May Own Certificates.....................88
    Section 8.05. The Company to Pay Trustee's 
                  Fees and Expenses................................88
    Section 8.06. Eligibility Requirements for Trustee.............89


                               ii
<PAGE>


    Section 8.07. Resignation or Removal of Trustee................89
    Section 8.08. Successor Trustee................................90
    Section 8.09. Merger or Consolidation of Trustee...............90
    Section 8.10. Appointment of Co-Trustee or Separate Trustee....90
    Section 8.11. Compliance with REMIC Provisions; Tax Returns....91

                          ARTICLE IX
                         TERMINATION

    Section 9.01. Termination upon Repurchase 
                  by the Company or Liquidation 
                  of All Mortgage Loans............................92
    Section 9.02. Additional Termination Requirements..............93

                          ARTICLE X
                   MISCELLANEOUS PROVISIONS

    Section 10.01. Amendment.......................................94
    Section 10.02. Recordation of Agreement........................95
    Section 10.03. Limitation on Rights of Certificateholders......95
    Section 10.04. Governing Law...................................96
    Section 10.05. Notices.........................................96
    Section 10.06. Notices to the Rating Agencies..................96
    Section 10.07. Severability of Provisions......................96
    Section 10.08. Certificates Nonassessable and Fully Paid.......97


                               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
October 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: Any Class A7 or Class
      A8 Certificate.

           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 the Class A8 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: Any Class A9 Certificate.

           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 November of each year that the Certificates
      are outstanding, commencing in November 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 $129,020, 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 any LIBOR Certificate, and as
      of any Distribution Date, the per annum fixed rate
      specified in Section 5.01(b). With respect to any Class of
      LIBOR Certificates, the per annum variable rate at any time
      at which interest accrues on the Certificates of such
      Class, as determined pursuant to Section 5.01(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: October 29, 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 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: October 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(a)(5) of the
      Uniform Commercial Code of the State of New York, as
      amended, or any successor provisions thereto.

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

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

           Designated Loans: The Mortgage Loans, if any, listed
      on 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 6.50% 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 $3,764,519 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. As of any Distribution 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, Class A11 or Class R Certificate.

           Group II Senior Certificate: Any Class A12
      Certificate.

           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
      Certificates (other than the Class PO Certificates)
      immediately preceding such Distribution Date.

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

           Group II Senior Principal Distribution Amount: With
      respect to any Distribution Date, the sum of (a) the total
      of the amounts described in clauses (i) and (iii) of the
      definition of Senior Optimal Principal Amount (without
      application of the Senior Percentage or the Senior
      Prepayment Percentage) for such date multiplied by the
      Group II Senior Scheduled Distribution Percentage for such
      date and (b) the total of the amounts described in clauses
      (ii), (iv) and (v) of the definition of Senior Optimal
      Principal


                               12
<PAGE>


      Amount (without application of the Senior Prepayment
      Percentage) for such date multiplied by the product of (x)
      the Group II Senior Percentage for such date and (y) the
      Group II Senior Prepayment 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 I Final
      Distribution Date, the Group II Senior Principal
      Distribution Amount will equal the Senior Optimal Principal
      Amount.

           Group II Senior Scheduled Distribution Percentage:
      With respect to any Distribution Date through the
      Distribution Date in October 2003, 0%. The Group II Senior
      Scheduled Distribution Percentage for any Distribution Date
      after the Distribution Date in October 2003 will equal the
      Group II Senior Percentage for such Distribution Date.
      Notwithstanding the foregoing, on any Distribution Date
      after the Group I Final Distribution Date, the Group II
      Senior Scheduled Distribution Percentage will equal the
      Senior Percentage.

           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: 5.625%.

           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


                               13
<PAGE>


      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:

                (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


                               14
<PAGE>


      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 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.


                               15
<PAGE>


           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: October 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.

           LIBOR Certificate: Any Class A10 or Class A11
      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).


                               16
<PAGE>


           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 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.


                               17
<PAGE>


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

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

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

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

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

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

           Net Mortgage Rate: With respect to any Mortgage Loan,
      the related Mortgage Rate less the applicable 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 6.50% 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 6.50%. 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


                               18
<PAGE>


      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.

           Notional Principal Balance: As to any Distribution
      Date and any Notional Certificate, such Notional
      Certificate's Percentage Interest of the aggregate Notional
      Principal Balance of the Notional Certificates of the same
      Class for such Distribution Date.

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

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

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

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

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

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

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

           PAC Certificate: None.


                               19
<PAGE>


           PAC Component: None.

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

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

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

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

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

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

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

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


                               20
<PAGE>


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

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

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

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

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

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

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

           PO Percentage: As to any Discount Mortgage Loan, a
      fraction (expressed as a percentage), the numerator of
      which is the excess of 6.50% over the Net Mortgage Rate of
      such Discount Mortgage Loan and the denominator of which is
      6.50%. 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


                               21
<PAGE>


      Mortgage Loan which was the subject of a Voluntary
      Principal Prepayment in full during the related Prepayment
      Period;

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

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

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

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

           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


                               22
<PAGE>


      Balance for such Distribution Date, equals or exceeds (y)
      such percentage calculated as of the Closing Date.

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

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

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

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

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

           Principal 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


                               23
<PAGE>


      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 October 22, 1998.

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

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

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

           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, S&P shall be the sole Rating
      Agency. The Class B5 Certificates are issued without
      ratings.


                               24
<PAGE>


           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. 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.


                               25
<PAGE>


           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.

           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).


                               26
<PAGE>


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

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

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

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

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

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

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

           Senior Percentage: As to any Distribution Date, the
      lesser of (i) 100% and (ii) the percentage (carried to six
      places rounded up) obtained by dividing the Senior
      Certificate


                               27
<PAGE>


      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 October
      2003 to and including the Distribution Date in October
      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 October
      2004 to and including the Distribution Date in October
      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 October
      2005 to and including the Distribution Date in October
      2006, the Senior Percentage for such Distribution Date plus
      40% of the Junior Percentage for such Distribution Date;

           (iv) for any Distribution Date subsequent to October
      2006 to and including the Distribution Date in October
      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 November 2003 and October 2004, (b) 35% of the
      Original Subordinate Principal Balance if such Distribution
      Date occurs between and including November 2004 and October
      2005, (c) 40% of the Original Subordinate Principal Balance
      if such


                               28
<PAGE>


      Distribution Date occurs between and including November
      2005 and October 2006, (d) 45% of the Original Subordinate
      Principal Balance if such Distribution Date occurs between
      and including November 2006 and October 2007 and (e) 50% of
      the Original Subordinate Principal Balance if such
      Distribution Date occurs during or after November 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 November 2003 and October 2004, (b) 15% of the
      Original Subordinate Principal Balance if such Distribution
      Date occurs between and including November 2004 and October
      2005, (c) 20% of the Original Subordinate Principal Balance
      if such Distribution Date occurs between and including
      November 2005 and October 2006, (d) 25% of the Original
      Subordinate Principal Balance if such Distribution Date
      occurs between and including November 2006 and October
      2007, and (e) 30% of the Original Subordinate Principal
      Balance if such Distribution Date occurs during or after
      November 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;


                               29
<PAGE>


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

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

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

           Special Hazard Loss Amount: As of any Distribution
      Date, an amount equal to $3,764,519 minus the sum of (i)
      the aggregate amount of Special Hazard Losses that would
      have been allocated to the Junior Certificates in
      accordance with Section 4.03 in the absence of the Loss
      Allocation Limitation and (ii) the Adjustment Amount (as
      defined below) as most recently calculated. On each
      anniversary of the Cut-off Date, the "Adjustment Amount"
      shall be equal to the amount, if any, by which the amount
      calculated in accordance with the preceding sentence
      (without giving effect to the deduction of the Adjustment
      Amount for such anniversary) exceeds the lesser of (x) the
      greater of (A) the product of the Special Hazard Percentage
      for such anniversary multiplied by the outstanding
      principal balance of all the Mortgage Loans on the
      Distribution Date immediately preceding such anniversary
      and (B) twice the outstanding principal balance of the
      Mortgage Loan which has the largest outstanding principal
      balance on the Distribution Date immediately preceding such
      anniversary, and (y) an amount calculated by the Company
      and approved by each Rating Agency, which amount shall not
      be less than $500,000.

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

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

           Specified Component: None.

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

           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


                               30
<PAGE>


      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.

           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
      6.50%.

           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.


                               31
<PAGE>


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

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

           (i) the Mortgage Loans;

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

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

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

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

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

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

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

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


                               32
<PAGE>


           (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(f)
      herein.

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

           Unpaid Class Interest Shortfall: As to any
      Distribution Date and any Class of Certificates (other than
      any Class of Principal Only Certificates and any Class
      consisting of Specified Components) or any Specified
      Component (other than any Principal Only Component), the
      amount, if any, by which the aggregate of the Class
      Interest Shortfalls for such Class or in respect of such
      Specified Component for prior Distribution Dates is in
      excess of the aggregate amounts distributed on prior
      Distribution Dates to Holders of such Class of Certificates
      or in respect of such Specified Component (or added to the
      Class Certificate Principal Balance of any Class of Accrual
      Certificates, or to the Component Principal Balance of any
      Accrual Component constituting a Specified Component)
      pursuant to Section 4.01(a)(ii), in the case of the Senior
      Certificates (other than any Class of Principal Only
      Certificates) and any Specified Component thereof (other
      than any Principal Only Component), 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. Voting
      Rights shall be allocated among the Classes (and among the
      Certificates within each Class of Certificates) in
      proportion to their Class Certificate Principal Balances
      (or Certificate Principal Balances or Notional Principal
      Balances), as the case may be.


                               33
<PAGE>


                            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:

          (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; 


                               34
<PAGE>


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

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

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

               (v) The Security Agreement;

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

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

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

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

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

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

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


                               35
<PAGE>


               (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 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


                               36
<PAGE>


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

      Section 2.02. Acceptance by Trustee. Subject to the
examination hereinafter provided, the Trustee acknowledges
receipt of the Mortgage Notes, the assignments of the Mortgages
to the Trustee, the assumption and modification agreements, if
any, the documents specified in Section 2.01(b)(2) (subject to
any permitted delayed delivery of the documents described in
Section 2.01(c)(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 UCC-3 financing statements, if any,
with respect to any Cooperative Loan to ascertain that all
required documents set forth in Section 2.01 have been executed,
received and


                               37
<PAGE>


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

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

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

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


                               38
<PAGE>


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

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

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

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

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

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

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


                               39
<PAGE>


               (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%. As of the
           Cut-off Date, no more than 9.75% 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
           6.375% per annum and not greater than 8.375% 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
           9.75% of the Mortgage Loans by Scheduled Principal
           Balance had a Scheduled Principal Balance of more than
           $500,000 and up to and including $750,000; (ii) no
           more than 0.75% 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 0.80% 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 1.00%
           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 98.25% of
           the Mortgage Loans by Scheduled Principal Balance are
           secured by Mortgaged Properties determined by


                               40
<PAGE>


           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 92.00% 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 1.50% 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 constituted Buydown Mortgage Loans.

                (xxi) The original principal balances of the
           Mortgage Loans range from $227,500 to $1,443,750;

                (xxii) As of the Cut-off Date, no more than 1.75%
           of the Mortgage Loans by Scheduled Principal Balance
           are secured by second homes and no more than 0.25% of
           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 Company's prospectus dated
           October 22, 1998 accompanying the prospectus
           supplement dated October 22, 1998, pursuant to which
           certain Classes of Certificates were publicly offered;


                               41
<PAGE>


                (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 0.75%
           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 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


                               42
<PAGE>


                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 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


                               43
<PAGE>


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 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.


                               44
<PAGE>


      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
Certificates, as "regular interests," and the Class R Certificate
as the single class of "residual interests," 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 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.


                               45
<PAGE>


                           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 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(a) 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;


                               46
<PAGE>


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

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

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

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

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

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

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

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

                (xiii) maintain such records relating to the
           REMIC established hereunder, including but not limited
           to the income, expenses, individual Mortgage Loans
           (including Mortgaged Property), other assets and
           liabilities thereof, and the


                               47
<PAGE>


           fair market value and adjusted basis of the property
           of each determined at such intervals as may be
           required by the Code, as may be necessary to prepare
           the foregoing returns, schedules, statements or
           information.

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

      (b) The Company shall service and administer the Mortgage
Loans and shall have full power and authority, acting alone or
through one or more Primary Servicers, to do any and all things
in connection with such servicing and administration which it may
deem necessary or desirable. Without limiting the generality of
the foregoing, the Company shall continue, and is hereby
authorized and empowered by the Trustee, to execute and deliver,
or file, as appropriate, on behalf of itself, the
Certificateholders and the Trustee or any of them, any and all
continuation statements, termination statements, instruments of
satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to
the Mortgage Loans and with respect to the properties subject to
the Mortgages. Without limitation of the foregoing, if the
Company in its individual capacity agrees to refinance any
Mortgage Loan upon the request of the related Mortgagor, the
Company, as servicer hereunder, may execute an instrument of
assignment in customary form to the Company in its individual
capacity. In connection with any such refinancing, the Trustee
shall, upon certification of a Servicing Officer to the effect
that an amount equal to the principal balance of the related
Mortgage Loan together with accrued and unpaid interest thereon
at the applicable 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


                               48
<PAGE>


calculating monthly distributions to Certificateholders, be added
to the amount owing under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit,
and such costs shall be recoverable by the Company to the extent
permitted by Section 3.04. The Company shall collect such amounts
from the Mortgagor and shall credit the Mortgage Loan Payment
Record accordingly.

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

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

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

      (b) The Company shall establish and maintain a Mortgage
Loan Payment Record in which the following payments on and
collections in respect of each Mortgage Loan shall as


                               49
<PAGE>


promptly as practicable be credited by the Company for the
account of the Holders of the Certificates:

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

                (ii) All payments (other than (A) those due and
           payable on or before the Cut-off Date, (B) in the case
           of a substitute Mortgage Loan, those due and payable
           on such Mortgage Loan on or before the Determination
           Date in the month of substitution, and (C) in the case
           of a replaced Mortgage Loan, those due and payable on
           such Mortgage Loan after the Determination Date in the
           month of substitution) on account of interest at the
           applicable 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


                               50
<PAGE>


Proceeds or Insurance Proceeds in respect of Mortgage Loans which
have been previously released from the terms of this Agreement,
amounts representing fees or late charge penalties payable by
Mortgagors, or amounts received by the Company for the account of
Mortgagors for application towards the payment of taxes,
insurance premiums, assessments and similar items.

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

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

      (e) If the Company or a Responsible Officer of the Trustee
obtains actual notice of or knowledge of the occurrence of either
(x) any Trigger Event or (y) the downgrade by S&P of General
Electric Capital Corporation's short-term senior unsecured debt
rating below A-1+ then, notwithstanding subsection (c) above, the
Company shall promptly establish, and thereafter maintain, one or
more Eligible Accounts in the name of the Trustee and bearing a
designation indicating that amounts therein are held for the
benefit of the Trustee and the Certificateholders, into which the
Company and any Primary Servicer shall deposit within two
Business Days after receipt, all amounts otherwise required to be
credited to the Mortgage Loan Payment Record pursuant to Section
3.02(b); provided, however, that such action shall not be
required if the Company delivers to the Trustee a letter from
each Rating Agency to the effect that the failure to take such
action will not cause such Rating Agency to withdraw or reduce
its then current ratings of the Certificates. All amounts so
deposited shall be held in trust for the benefit of
Certificateholders. Amounts so deposited may be invested at the
written instruction of the Company in Permitted Investments in
the name of the Trustee maturing no later than the Business Day
preceding the Distribution Date following the date of such
investment; provided, however, that any such Permitted Investment
which is an obligation of State Street Bank and Trust Company, in
its individual capacity and not in its capacity as Trustee, may
mature on such Distribution Date; and, provided further, that no
such Permitted Investment shall be sold before the maturity
thereof if the sale thereof would result in the realization of
gain prior to maturity unless the Company has obtained an Opinion
of Counsel that such sale or disposition will not cause the Trust
Fund to be subject to the tax on prohibited transactions under
section 860F of the Code, or otherwise subject the Trust Fund to
tax or the REMIC established hereunder to fail to


                               51
<PAGE>


qualify as a REMIC. The Trustee shall maintain physical
possession of all Permitted Investments, other than Permitted
Investments maintained in book-entry form. The Company, as
servicer, shall be entitled to retain for its own account any
gain or other income from Permitted Investments, and neither the
Trustee nor Certificateholders shall have any right or claim with
respect to such income. The Company shall deposit an amount equal
to any loss realized on any Permitted Investment as soon as any
such loss is realized. If the provisions in this subsection (e)
become operable, references in this Agreement to the Mortgage
Loan Payment Record and credits and debits to such Record shall
be deemed to refer to Eligible Accounts and transfers to and
withdrawals from such Eligible Accounts. Any action which may be
necessary to establish the terms of an account pursuant to this
Section 3.02(e) may be taken by an amendment or supplement to
this Agreement or pursuant to a written order of the Company,
which amendment, supplement or order shall not require the
consent of Certificateholders, provided that the Company has
delivered to the Trustee a letter from each Rating Agency to the
effect that such amendment, supplement or order will not cause
such Rating Agency to withdraw or reduce its then current ratings
of the Certificates.

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

      Section 3.04. Permitted Debits to the Mortgage Loan Payment
Record. The Company (or any successor servicer pursuant to
Section 7.02) may, from time to time, make debits to the Mortgage
Loan Payment Record for the following purposes:

                (i) To reimburse the Company or the applicable
           Primary Servicer for Liquidation Expenses theretofore
           incurred in respect of any Mortgage Loan in an amount
           not to exceed the amount of the related Liquidation
           Proceeds credited to the Mortgage Loan Payment Record
           pursuant to Section 3.02(b)(iii); provided that the
           Company or the applicable Primary Servicer shall not
           be entitled to reimbursement for Liquidation Expenses
           incurred after the initiation of foreclosure
           proceedings in respect of any Defaulted Mortgage Loan
           that is repurchased pursuant to Section 3.16;

                (ii) To reimburse the Company or the applicable
           Primary Servicer for Insured Expenses and amounts
           expended by it pursuant to Section 3.08 in good faith
           in connection with the restoration of property damaged
           by an Uninsured Cause, in an amount not to exceed the
           amount of the related Insurance Proceeds and
           Liquidation Proceeds (net of any debits pursuant to
           clause (i) above) and


                               52
<PAGE>


           amounts representing proceeds of other insurance
           policies covering the property subject to the related
           Mortgage credited to the Mortgage Loan Payment Record
           pursuant to Section 3.02(b) (iii) and (iv);

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

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

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

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

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

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


                               53
<PAGE>


thereof satisfactory to the Company; provided that no such
Primary Insurance Policy need be kept in effect if doing so would
violate applicable law. The Company shall not cancel or refuse to
renew any such Primary Insurance Policy applicable to a Mortgage
Loan that is in effect at the Closing Date and is required to be
kept in force hereunder unless the replacement Primary Insurance
Policy for such canceled or non-renewed policy is maintained with
an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having
ratings equal to or better than the ratings then assigned to the
Certificates by such Rating Agency. The Company agrees to effect
the timely payment of the premium on each Primary Insurance
Policy, and such costs not otherwise recoverable shall be
recoverable by the Company from related Insurance Proceeds and
Liquidation Proceeds pursuant to Section 3.04.

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

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


                               54
<PAGE>


related Mortgaged Property a policy complying with the first
sentence of this Section 3.06, and there shall have been a loss
which would have been covered by such policy, credit to the
Mortgage Loan Payment Record the amount not otherwise payable
under the blanket policy because of such deductible clause.

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

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

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


                               55
<PAGE>


the foregoing, the Company shall not be entitled to recover legal
expenses incurred in connection with foreclosure proceedings
where the Mortgage Loan is reinstated and such foreclosure
proceedings are terminated prior to completion, other than sums
received from the Mortgagor for such expenses.

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

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

      (c) In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default
or imminent default on a Mortgage Loan, the Company shall dispose
of such Mortgaged Property prior to the close of the third
calendar year after the year of its acquisition by the Trust Fund
unless (a) the Trustee shall have been supplied with an Opinion
of Counsel to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such period (and specifying
the period beyond such period for which the Mortgaged Property
may be held) will not result in the imposition of taxes on
"prohibited


                               56
<PAGE>


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

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


                               57
<PAGE>


Trustee hereby agrees to perform such obligations as may be
expressly required of it pursuant to the provisions of such
agreement and to promptly notify each party to such agreement if
a Responsible Officer of the Trustee (with direct responsibility
for administration of this Agreement) becomes aware of any
discussions, plans or events that might lead to the Trustee's
becoming an "affiliate" (within the meaning of the Prohibited
Transaction Exemption) of any Person with which the Company has
entered into such agreement, provided that the contents of any
such notification shall be kept confidential by the parties to
such agreement. The Company agrees to promptly notify the Trustee
upon entering into any such agreement. In addition, the Company
shall provide the Trustee with such information as may be
necessary for the Trustee to perform its obligations thereunder,
including written instructions, clearly identifying the source,
amount and application of funds to be deposited or withdrawn from
the Collateral Fund (as defined in such agreement). The Trustee
shall provide the Company with such information concerning
credits and debits to the Collateral Fund on account of income,
gains and losses realized from Collateral Fund Permitted
Investments (as defined in such agreement), and costs associated
with the purchase and sale thereof, as the Company may request in
order to prepare the instructions described in the preceding
sentence.

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

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


                               58
<PAGE>


any Mortgage Loan (including, without limitation, collection
under any Primary Insurance Policy), the Trustee shall, upon
request of the Company and delivery to the Trustee of a receipt
signed by a Servicing Officer, release the related Mortgage File
to the Company and shall execute such documents as shall be
necessary to the prosecution of any such proceedings. Such
receipt shall obligate the Company to return the Mortgage File to
the Trustee when the need therefor by the Company no longer
exists unless the Mortgage Loan shall be liquidated, in which
case, upon receipt of a certificate of a Servicing Officer
similar to that hereinabove specified, the receipt shall be
released by the Trustee to the Company.

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

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

      Section 3.11. Reports to the Trustee; 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, 2000, an Officer's
Certificate stating that (a) a review of the activities of the
Company during the preceding calendar year and of its performance
under this Agreement has been made under such Officer's


                               59
<PAGE>


supervision and (b) to the best of such Officer's knowledge,
based on such review, the Company has fulfilled all its material
obligations under this Agreement throughout such year, or, if
there has been a default in the fulfillment of any such
obligation, specifying each such default known to such Officer
and the nature and status thereof.

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

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

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

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

      Section 3.15. Maintenance of Certain Servicing Policies.
The Company shall during the term of its service as servicer
maintain in force (i) a policy or policies of insurance covering
errors and omissions in the performance of its obligations as
servicer hereunder and (ii) a fidelity


                               60
<PAGE>


bond in respect of its officers, employees or agents. Each such
policy or policies and bond shall, together, comply with the
requirements from time to time of FNMA for persons performing
servicing for mortgage loans purchased by such association.

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

                           ARTICLE IV

                     PAYMENTS AND STATEMENTS

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

                (i) to each Class of Senior Certificates (other
           than any Class of Principal Only Certificates), the
           Accrued Certificate Interest thereon for such
           Distribution Date; provided, however, that Accrued
           Certificate Interest on the Class A9 Certificates for
           such Distribution Date shall be applied in the manner
           provided in Section 4.01(e); and provided further,
           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 (or added to the
           balance thereof);

                (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 Unpaid
           Class Interest Shortfall for the Class A9 Certificates
           for such Distribution Date shall be applied in the
           manner provided in Section 4.01(e); and provided
           further, 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 or, in
           the case of the term "Group I Senior Principal
           Distribution Amount," as defined in Exhibit O;

                (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


                               61
<PAGE>


           distributed to the Class PO Certificates pursuant to
           this clause (iv) shall not reduce the Class
           Certificate Principal Balance thereof;

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                               62
<PAGE>


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

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

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

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

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

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


                               63
<PAGE>


priority, such that no such distribution shall be made to any
Class of Junior Certificates while a prior such Class is
outstanding.

      (e) On each Distribution Date through the Accretion
Termination Date, all or a portion of the amounts allocable to
the Class A9 Certificates pursuant to clauses (a)(i) and (a)(ii)
of this Section 4.01 shall not be distributable to the Class A9
Certificates pursuant to such clauses but shall instead be (i)
added to the Class Certificate Principal Balance thereof to the
extent of the Accrual Amount for such Distribution Date, and (ii)
distributed to the following Classes of Certificates, before any
distributions are made pursuant to Section 4.01(a)(iii), in the
following order of priority:

           first, to the Class A7 Certificates, until the Class
      Certificate Principal Balance thereof has been reduced to
      zero;

           second, to the Class A8 Certificates, until the Class
      Certificate Principal Balance thereof has been reduced to
      zero; and

           third, to the Class A9 Certificates, as Accrued
      Certificate Interest thereon.

           On each Distribution Date occurring after the
Accretion Termination Date, amounts allocable to the Class A9
Certificates pursuant to clauses (a)(i) and (a)(ii) of this
Section 4.01 shall be distributable on such Distribution Date
pursuant to such clauses to Holders of the Class A9 Certificates
as Accrued Certificate Interest.

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


                               64
<PAGE>


           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 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


                               65
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

                seventh, to the Classes of Senior Certificates
           other than the Class PO Certificates, pro rata, in
           accordance with their Class Certificate Principal


                               66
<PAGE>


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

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

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

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

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

      (g) Notwithstanding the foregoing, no such allocation of
any Realized Loss shall be made on a Distribution Date to a Class
of Certificates to the extent that such allocation would result
in the reduction of the aggregate Certificate Principal Balances
of all the Certificates as of


                               67
<PAGE>


such Distribution Date, after giving effect to all distributions
and prior allocations of Realized Losses on such date, to an
amount less than the aggregate Scheduled Principal Balance of the
Mortgage Loans as of the first day of the month of such
Distribution Date, less any Deficient Valuations occurring on or
prior to the Bankruptcy Coverage Termination Date (such
limitation, the "Loss Allocation Limitation").

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

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

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

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


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<PAGE>


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

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

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

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

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

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

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

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


                               69
<PAGE>


                (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, the Group II Senior Scheduled Distribution
           Percentage and the Junior Percentage for such
           Distribution Date;

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

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

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

           In connection with any proposed transfer of a
Certificate that is purported to be made in reliance on Rule 144A
under the Securities Act, the Company shall be responsible for
furnishing such information as may be required thereunder to a
proposed transferee. In furtherance of the Company's obligations
hereunder, the Company hereby instructs the Trustee, at the
Company's expense and on its behalf, and the Trustee agrees, to
promptly make available to the proposed transferee, upon request
of the holder, (i) all statements furnished to Certificateholders
pursuant to this Section 4.05(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 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


                               70
<PAGE>


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, 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 $376,451,913.06. 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        $127,825,000.00        6.50%        $ 25,000
Class A2         150,750,000.00        6.50           25,000
Class A3          14,906,000.00        6.50            1,000
Class A4           1,000,000.00        6.50            1,000
Class A5           1,000,000.00        6.50            1,000
Class A6           6,733,433.00        7.00            1,000
Class A7           1,000,000.00        6.50            1,000
Class A8           5,000,000.00        6.50            1,000
Class A9           2,000,000.00        6.50            1,000
Class A10         10,520,990.00         (1)           25,000
Class A11          2,945,877.00         (1)           25,000
Class A12         37,645,000.00        6.50           25,000
Class PO              67,341.27        0.00               (2)
Class M            5,646,000.00        6.50          100,000
Class B1           2,824,000.00        6.50          100,000
Class B2           1,882,000.00        6.50          100,000
Class B3           2,447,000.00        6.50          250,000
Class B4           1,129,000.00        6.50          250,000
Class B5           1,130,171.79        6.50          250,000
Class R                  100.00        6.50              100

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

(1)  The Certificate Interest Rates of the Class A10 and Class
     A11 Certificates for each Interest Accrual Period shall be
     determined as provided in Section 5.01(e).

(2)  The Class PO Certificates will be issued as a single
     Certificate evidencing the entire Class Certificate
     Principal Balance of such Class.

      (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.


                               72
<PAGE>


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

      (e) During the first Interest Accrual Period, the
Certificate Interest Rate of the Class A10 Certificates shall be
6.725% per annum. For each subsequent Interest Accrual Period,
the Certificate Interest Rate of the Class A10 Certificates shall
be a per annum rate equal to the lesser of (i) 1.100% plus LIBOR
and (ii) 8.000%, subject to a minimum rate of 1.100%.

           During the first Interest Accrual Period, the
Certificate Interest Rate of the Class A11 Certificates shall be
4.553570% per annum. For each subsequent Interest Accrual Period,
the Certificate Interest Rate of the Class A11 Certificates shall
be a per annum rate equal to the lesser of (i) 24.642858% minus
the product of 3.571429 and LIBOR, and (ii) 24.642858%, 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.


                               73
<PAGE>


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

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

      (b) No legal or beneficial interest in all or any portion
of the Residual Certificates may be transferred directly or
indirectly to (i) 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


                               74
<PAGE>


the transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required
to be paid with respect to a Residual Certificate, and (iii)
conducted a reasonable investigation and found that the
transferee had historically paid its debts as they came due and
found no significant evidence to indicate that the transferee
will not continue to pay its debts as they become due. The
Residual Certificates shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the
preceding paragraph.

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

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

           No transfer of a Restricted Certificate shall be made
unless such transfer is made pursuant to an effective
registration statement under the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws, in
each case as evidenced by an Officer's Certificate, or is exempt
from the registration requirements of the Act and any applicable
state securities laws. In the event of such registration, any
restrictive legends set forth in the form of the relevant
Restricted Certificate in Exhibit A hereto with respect to the
Act and state securities law restrictions shall be removed by the
Trustee upon request of the Holder thereof and automatically upon
exchange or registration of transfer thereof. As a condition to
any transfer that is to be made in reliance upon an exemption
from the Act and such laws of a (i) Class PO 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


                               75
<PAGE>


condition to any transfer of a Restricted Certificate, either (i)
the transferor and the transferee shall complete the form of
assignment attached to the Certificate proposed to be
transferred, or (ii) the Trustee shall have received the
above-referenced Opinion of Counsel. The holder of any Restricted
Certificate desiring to effect the transfer thereof to a person
other than a QIB shall, and hereby agrees to, comply with any
applicable conditions set forth in the preceding two sentences
and indemnify the Trustee and the Company against any liability
that may result if the transfer thereof is not so exempt or is
not made in accordance with such federal and state laws. Such
agreement to so indemnify the Trustee and the Company shall
survive the termination of this Agreement. Notwithstanding the
foregoing, no Opinion of Counsel or investment letter shall be
required upon the original issuance of (i) the Restricted Junior
Certificates to the Initial Purchaser (as defined in the Private
Placement Memorandum) or its nominee and (ii) the Class PO
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.


                               76
<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


                               77
<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


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<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


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<PAGE>


           mean (rounding such arithmetic mean upwards, if
           necessary, to the nearest whole multiple of 1/16%) of
           the one-month Eurodollar lending rate that three major
           banks in New York City selected by the Trustee are
           quoting as of approximately 11:00 a.m., New York City
           time, on the first day of the applicable Interest
           Accrual Period.

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

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

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

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

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

                           ARTICLE VI

                           THE COMPANY

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


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<PAGE>


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

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

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


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<PAGE>


duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Fund and
the Company shall be entitled to be reimbursed therefor from
amounts credited to the Mortgage Loan Payment Record as provided
by Section 3.04.

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

                           ARTICLE VII

                             DEFAULT

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

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

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

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


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<PAGE>


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

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

      Section 7.02. Trustee to Act; Appointment of Successor. (a)
On and after the time the Company receives a notice of
termination pursuant to Section 7.01, the Trustee shall be the
successor in all respects to the Company in its capacity as
servicer under this Agreement and the transactions set forth or
provided for herein and shall succeed to all the rights of and be
subject to all the responsibilities, duties and liabilities
relating thereto placed on the Company in its capacity as
servicer by the terms and provisions hereof; provided, however,
that the responsibilities and duties of the Company pursuant to
Sections 2.02 and 2.03(a) and, if the Trustee is prohibited by
law or regulation from making Monthly Advances, the
responsibility to make Monthly Advances pursuant to Section 4.04,
shall not be the responsibilities, duties or obligations of the
Trustee; and provided further, that any failure of the Trustee to
perform such duties and responsibilities that is caused by the
Company's failure to cooperate with the Trustee


                               84
<PAGE>


as required by Section 7.01 shall not be considered a default by
the Trustee hereunder. As compensation therefor, the Trustee
shall, except as provided in Section 7.01, be entitled to such
compensation as the Company would have been entitled to hereunder
if no such notice of termination had been given. Notwithstanding
the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition
a court of competent jurisdiction to appoint, any established
housing and home finance institution approved to service mortgage
loans for either FNMA or FHLMC, having a net worth of not less
than $10,000,000, as the successor to the Company hereunder in
the assumption of all or any part of the responsibilities, duties
or liabilities of the Company hereunder. Pending appointment of a
successor to the Company pursuant to this Article VII, unless the
Trustee is prohibited by law from so acting, the Trustee shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of that permitted the Company hereunder. The Trustee and such
successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.

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

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

                          ARTICLE VIII

                           THE TRUSTEE

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

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


                               85
<PAGE>


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

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

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

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

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

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


                               86
<PAGE>


this Agreement, except during such time, if any, as the Trustee
shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Company in accordance with the
terms of this Agreement.

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

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

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

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

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

                (v) Prior to the occurrence of an Event of
           Default and after the curing of all Events of Default
           which may have occurred, the Trustee shall not be
           bound to make any investigation into the facts or
           matters stated in any resolution, certificate,
           statement, instrument, opinion, report, notice,
           request, consent, order, approval, bond or other paper
           or documents, unless requested in writing so to do by
           Holders of Certificates of each Class affected thereby
           evidencing, as to each such Class, Percentage
           Interests aggregating not less than 25%; provided,
           however, that if the payment within a reasonable time
           to the Trustee of the costs, expenses or liabilities
           likely to be incurred by it in the making of such
           investigation is, in the opinion of the Trustee, not
           reasonably assured to the Trustee by the security
           afforded to it by the terms of this Agreement, the
           Trustee may require reasonable indemnity against such
           cost, expense or liability as a


                               87
<PAGE>


           condition to such proceeding. The reasonable expense
           of every such investigation shall be paid by the
           Company or, if paid by the Trustee, shall be
           reimbursed by the Company upon demand. Nothing in this
           clause (v) shall derogate from the obligation of the
           Company to observe any applicable law prohibiting
           disclosure of information regarding the Mortgagors;
           and

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

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

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

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

      Section 8.06. Eligibility Requirements for Trustee. The
Trustee hereunder shall at all times be a corporation having its
principal office either in the State of New York or in the same
state as that in which the initial Trustee under this Agreement
has its principal office and organized and doing business under
the laws of such State or the United States of America,


                               88
<PAGE>


authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state
authority. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the
purposes of this Section 8.06, the combined capital and surplus
of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition
so published. The Trustee shall not be an affiliate of the
Company. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.06,
the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.07.

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

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

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

      Section 8.08. Successor Trustee. Any successor Trustee
appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee shall
become effective and such successor Trustee, without any further
act, deed or conveyance, shall become fully vested with all the
rights, powers, duties


                               89
<PAGE>


and obligations of its predecessor hereunder, with like effect as
if originally named as Trustee. The predecessor Trustee shall
deliver to the successor Trustee all Mortgage Files and related
documents and statements held by it hereunder; and the Company
and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be
required for fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties and
obligations.

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

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

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

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

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


                               90
<PAGE>


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

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

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

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

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

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


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<PAGE>


                           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 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


                               92
<PAGE>


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.

      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.


                               93
<PAGE>


                            ARTICLE X

                     MISCELLANEOUS PROVISIONS

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

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

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

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


                               94
<PAGE>


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

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

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

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

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

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


                               95
<PAGE>


the rights of the Holders of any other of the Certificates, or to
obtain or seek to obtain priority over or preference to any other
such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and
common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 10.03, each and
every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

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

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

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

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


                                96
<PAGE>


      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.

                            *   *   *


                                97
<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 October, 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 October, 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 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A1 Certificate
                                    Principal Balance:
Class A1                              $127,825,000

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

First Distribution Date:            CUSIP:  36157RTX3
November 25, 1998


<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 A1 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<PAGE>


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

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

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

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

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


<PAGE>


Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel
satisfactory to the Trustee has rendered an opinion to the effect
that the purchase and holding of a Class M, Class B1, Class B2,
Class B3, Class B4 or Class B5 Certificate by a Plan or a Person
that is purchasing or holding such Certificate with the assets of
a Plan will not constitute or result in a prohibited transaction
under ERISA or Section 4975.

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

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

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

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

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

           The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus


<PAGE>


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.


<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:___________________


<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.


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A2 Certificate
                                    Principal Balance:
Class A2                              $150,750,000

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

First Distribution Date:            CUSIP:  36157RTY1
November 25, 1998


<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 A2 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A3 Certificate
                                    Principal Balance:
Class A3                              $14,906,000

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

First Distribution Date:            CUSIP:  36157RTZ8
November 25, 1998


<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 A3 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A4 Certificate
                                    Principal Balance:
Class A4                              $1,000,000

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

First Distribution Date:            CUSIP:  36157RUA1
November 25, 1998


<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 A4 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A5 Certificate
                                    Principal Balance:
Class A5                              $1,000,000

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

First Distribution Date:            CUSIP:  36157RUB9
November 25, 1998


<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 A5 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A6 Certificate
                                    Principal Balance:
Class A6                              $6,733,433

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

First Distribution Date:            CUSIP:  36157RUC7
November 25, 1998


<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 A6 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A7 Certificate
                                    Principal Balance:
Class A7                              $1,000,000

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

First Distribution Date:            CUSIP:  36157RUD5
November 25, 1998


<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 A7 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.



<PAGE>




     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A8 Certificate
                                    Principal Balance:
Class A8                              $5,000,000

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

First Distribution Date:            CUSIP:  36157RUE3
November 25, 1998


<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 A8 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class A9 Certificate
                                    Principal Balance:
Class A9                              $2,000,000

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

First Distribution Date:            CUSIP:  36157RUF0
November 25, 1998


<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 A9 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


          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 A10 Certificate
                                    Principal Balance:
Class A10                             $10,520,990

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

First Distribution Date:            CUSIP:  36157RUG8
November 25, 1998


<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 A10 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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


          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 A11 Certificate
                                    Principal Balance:
Class A11                             $2,945,877

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

First Distribution Date:            CUSIP:  36157RUH6
November 25, 1998


<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 A11 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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


          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 A12 Certificate
                                    Principal Balance:
Class A12                             $37,645,000

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

First Distribution Date:            CUSIP:  36157RUJ2
November 25, 1998


<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 A12 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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<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 1998-19

          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                             $100.00

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

First Distribution Date:            CUSIP:36157RUK9
November 25, 1998


<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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<PAGE>


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

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

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

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

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


<PAGE>


Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel
satisfactory to the Trustee has rendered an opinion to the effect
that the purchase and holding of a Class M, Class B1, Class B2,
Class B3, Class B4 or Class B5 Certificate by a Plan or a Person
that is purchasing or holding such Certificate with the assets of
a Plan will not constitute or result in a prohibited transaction
under ERISA or Section 4975.

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

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

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

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

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

           The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus


<PAGE>


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.


<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:___________________


<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.


<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).


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19

          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                               $67,341.27

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

Cut-off Date:
October 1, 1998

First Distribution Date:
November 25, 1998


<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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<PAGE>


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

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

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

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

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


<PAGE>


Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel
satisfactory to the Trustee has rendered an opinion to the effect
that the purchase and holding of a Class M, Class B1, Class B2,
Class B3, Class B4 or Class B5 Certificate by a Plan or a Person
that is purchasing or holding such Certificate with the assets of
a Plan will not constitute or result in a prohibited transaction
under ERISA or Section 4975.

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

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

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

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

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

           The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus


<PAGE>


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.


<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:___________________


<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.


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


          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                               $5,646,000

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

First Distribution Date:            CUSIP:  36157RUL7
November 25, 1998


<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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<PAGE>


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

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

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

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

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


<PAGE>


Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel
satisfactory to the Trustee has rendered an opinion to the effect
that the purchase and holding of a Class M, Class B1, Class B2,
Class B3, Class B4 or Class B5 Certificate by a Plan or a Person
that is purchasing or holding such Certificate with the assets of
a Plan will not constitute or result in a prohibited transaction
under ERISA or Section 4975.

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

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

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

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

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

           The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus


<PAGE>


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.


<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:___________________


<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.


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class B1 Certificate
                                    Principal Balance:
Class B1                              $2,824,000

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

First Distribution Date:            CUSIP:  36157RUM5
November 25, 1998


<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 B1 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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.


<PAGE>


     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


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


                 GE CAPITAL MORTGAGE SERVICES, INC.


No. R-                              Initial Class B2 Certificate
                                    Principal Balance:
Class B2                              $1,882,000

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

First Distribution Date:            CUSIP:  36157RUN3
November 25, 1998


<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 B2 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
conventional, fixed rate, one- to four-family mortgage loans (the
"Mortgage Loans"), sold and serviced by GE Capital Mortgage
Services, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Company"). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement dated
as of October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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


<PAGE>


TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.

     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


          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                              $2,447,000.00

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

First Distribution Date:            CUSIP:36157RVG7
November 25, 1998


<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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<PAGE>


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

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

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

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

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


<PAGE>


Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel
satisfactory to the Trustee has rendered an opinion to the effect
that the purchase and holding of a Class M, Class B1, Class B2,
Class B3, Class B4 or Class B5 Certificate by a Plan or a Person
that is purchasing or holding such Certificate with the assets of
a Plan will not constitute or result in a prohibited transaction
under ERISA or Section 4975.

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

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

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

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

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

           The obligations and responsibilities created by the
Agreement, and the Trust Fund created thereby shall terminate
upon payment to the Certificateholders, or provision therefor, in
accordance with the Agreement following the earlier of (a) the
repurchase by the Company of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust
Fund at a price equal to the sum of (x) 100% of the unpaid
principal balance of each Mortgage Loan (other than a Mortgage
Loan described in clause (y)) plus


<PAGE>


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.


<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:___________________


<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.


<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
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


<PAGE>


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)


<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


<PAGE>


TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.

     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


          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                              $1,129,000.00

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

First Distribution Date:            CUSIP:36157RVH5
November 25, 1998


<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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").


<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


<PAGE>


TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER
RESTRICTIONS AS SET FORTH HEREIN.

     REMIC MULTI-CLASS PASS-THROUGH CERTIFICATE, SERIES 1998-19


          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                              $1,130,171.79

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

First Distribution Date:            CUSIP:36157RVJ1
November 25, 1998


<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 October 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 November 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
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 1998-19, issued in twenty Classes (Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class
A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO,
Class M, Class B1, Class B2, Class B3, Class B4 and Class B5,
herein called the "Certificates").<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: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            1
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007698988     MORTGAGORS: WEINGER              LEAH

    REGION CODE    ADDRESS   : 3496 SPRINGHILL COURT
        02         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,452.27  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 :                 66.03700
    ----------------------------------------------------------------
0   0007699036     MORTGAGORS: KAHN                 ANDREW
                               SCHNEIDER            JANET
    REGION CODE    ADDRESS   : 2403 WOOLSEY STREET,
        02         CITY      :    BERKELEY,
                   STATE/ZIP : CA  94705
    MORTGAGE AMOUNT :   293,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,310.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,998.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.25000
    ----------------------------------------------------------------
0   0007699093     MORTGAGORS: PATEL                MUKESH
                               PATEL                BHAMINI
    REGION CODE    ADDRESS   : 1863 CAPE HATTERAS WAY
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95133
    MORTGAGE AMOUNT :   319,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,183.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,236.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0007699119     MORTGAGORS: LEONARD              JOHN
                               LEONARD              ELIZABETH
    REGION CODE    ADDRESS   : 3440 CAMINO ALEGRE
        02         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   331,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,220.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,258.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.97600
    ----------------------------------------------------------------
0   0007699127     MORTGAGORS: EVANS                MARK
                               EVANS                DEBORAH
    REGION CODE    ADDRESS   : 79 OAKRIDGE COURT
        02         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   405,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    404,411.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,866.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                           LOAN AMT:   1,698,900.00
                               P & I AMT:     11,747.75  UPB AMT:   1,695,578.28

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            2
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699143     MORTGAGORS: ALLEN                DENISE
                               ALLEN                WALTER
    REGION CODE    ADDRESS   : 12455 SKYLINE BOULEVARD,
        02         CITY      :    OAKLAND,
                   STATE/ZIP : CA  94619
    MORTGAGE AMOUNT :   495,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,225.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,376.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007699184     MORTGAGORS: DIAZ                 RONALDO
                               DIAZ                 MARIE
    REGION CODE    ADDRESS   : 12060 WOODED VISTA LANE
        02         CITY      :    SAN DIEGO,
                   STATE/ZIP : CA  92128
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,352.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.38800
    ----------------------------------------------------------------
0   0007699200     MORTGAGORS: KHOURY               ISSAM
                               KHOURY               IRIS
    REGION CODE    ADDRESS   : 14226 VIA BARODA
        02         CITY      :    RANCHO SANTA FE
                   STATE/ZIP : CA  92067
    MORTGAGE AMOUNT :   524,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    522,854.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,708.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007699218     MORTGAGORS: SULLIVAN             WILLIAM

    REGION CODE    ADDRESS   : 315 CRESTMONT DRIVE,
        02         CITY      :    OAKLAND,
                   STATE/ZIP : CA  94619
    MORTGAGE AMOUNT :   249,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,967.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,639.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007699226     MORTGAGORS: GIRAUD               STEPHEN
                               KING                 LAURA
    REGION CODE    ADDRESS   : 1613 ANDOVER WAY
        02         CITY      :    PETALUMA
                   STATE/ZIP : CA  94954
    MORTGAGE AMOUNT :   248,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,111.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,695.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,792,100.00
                               P & I AMT:     12,296.49
                               UPB AMT:   1,788,511.32

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            3
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699267     MORTGAGORS: ARCIBAL              CATHERINE
                               ARCIBAL              MARIO
    REGION CODE    ADDRESS   : 3832 STONE POINTE WAY
        02         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94588
    MORTGAGE AMOUNT :   268,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,141.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,948.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0007699283     MORTGAGORS: KUNZE                KAREN
                               KUNZE                LOWELL
    REGION CODE    ADDRESS   : 8509 ROBERTA DRIVE
        02         CITY      :    EL CERRITO
                   STATE/ZIP : CA  94530
    MORTGAGE AMOUNT :   274,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,571.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,869.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007699291     MORTGAGORS: RILEY                RICHARD
                               RILEY                NORMA
    REGION CODE    ADDRESS   : 3 ARBELLA
        02         CITY      :    NEWPORT COAST
                   STATE/ZIP : CA  92657
    MORTGAGE AMOUNT :   483,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    482,348.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,419.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0007699309     MORTGAGORS: SCHNEIDER            THOMAS
                               SCHNEIDER            VALERIE
    REGION CODE    ADDRESS   : 986 CRELLIN ROAD
        02         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   283,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,589.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,003.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.48600
    ----------------------------------------------------------------
0   0007699317     MORTGAGORS: LAND                 DANIEL
                               LAND                 MARTHA
    REGION CODE    ADDRESS   : 90 DORNOCH WAY
        02         CITY      :    COTO DE CAZA
                   STATE/ZIP : CA  92679
    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     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.75700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,558,750.00
                               P & I AMT:     10,923.78
                               UPB AMT:   1,556,249.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            4
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699341     MORTGAGORS: ROZUNKO              GREG
                               ROZUNKO              RENEE
    REGION CODE    ADDRESS   : 2011 CALLE DE LOS ALAMOS
        02         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   318,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    318,251.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,174.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007699358     MORTGAGORS: LOFTIN               THOMAS
                               LOFTIN               SUZANNE
    REGION CODE    ADDRESS   : 2120 CAMINO DEL VECINO
        02         CITY      :    ALPINE
                   STATE/ZIP : CA  91901
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,441.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,344.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007699366     MORTGAGORS: VAN RIPER            DOUGLAS
                               VAN RIPER            JANET
    REGION CODE    ADDRESS   : 28864 CRESTRIDGE ROAD
        02         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   386,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,995.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,637.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 67.23400
    ----------------------------------------------------------------
0   0007699374     MORTGAGORS: ARENTSEN             ERIC
                               ARENTSEN             MELINDA
    REGION CODE    ADDRESS   : 2908 ALMA AVENUE
        02         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   453,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    452,739.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,134.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 64.82800
    ----------------------------------------------------------------
0   0007699382     MORTGAGORS: AMSTER               BARRY
                               AMSTER               JAYE
    REGION CODE    ADDRESS   : 28941 GLEN RIDGE,
        02         CITY      :    MISSION VIEJO,
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   298,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,955.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,086.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 48.44100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,805,550.00
                               P & I AMT:     12,377.01
                               UPB AMT:   1,802,382.98

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            5
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699390     MORTGAGORS: WHETSTONE            EARL
                               WHETSTONE            VALERIE
    REGION CODE    ADDRESS   : 814 INTREPID LANE
        02         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94065
    MORTGAGE AMOUNT :   360,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,221.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,430.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007699408     MORTGAGORS: BARAD                HUNTLEY
                               MUTRUX               TIRZAH
    REGION CODE    ADDRESS   : 125 KENSINGTON WAY,
        02         CITY      :    SAN FRANCISCO,
                   STATE/ZIP : CA  94127
    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     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 68.09300
    ----------------------------------------------------------------
0   0007699416     MORTGAGORS: LAI                  TUE
                               NGUYEN               TUONG
    REGION CODE    ADDRESS   : 2620 MOSSWOOD DRIVE
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95132
    MORTGAGE AMOUNT :   250,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,008.15  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   0007699424     MORTGAGORS: PALANIAPPAN          THEIVANAI
                               PERIYANNAN           ALAGU
    REGION CODE    ADDRESS   : 34113 FINNIGAN TERRACE
        02         CITY      :    FREEMONT
                   STATE/ZIP : CA  94555
    MORTGAGE AMOUNT :   280,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,371.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,939.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007699432     MORTGAGORS: OKEY                 MARK
                               OKEY                 STEPHANIE
    REGION CODE    ADDRESS   : 400 HOLMWOOD DRIVE
        02         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   543,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    542,288.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,801.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.72600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,785,700.00
                               P & I AMT:     12,179.25
                               UPB AMT:   1,782,299.32

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            6
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699457     MORTGAGORS: BUCCHIANERI          HAROLD
                               BUCCHIANERI          RENEE
    REGION CODE    ADDRESS   : 454 PIONEER TRAIL PLACE,
        02         CITY      :    PLEASANTON,
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   467,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    466,213.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,067.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 71.84600
    ----------------------------------------------------------------
0   0007699465     MORTGAGORS: BRAINARD             CRISS
                               BRAINARD             SHAUNA
    REGION CODE    ADDRESS   : 1725 TOPAZ TERRACE
        02         CITY      :    EL CAJON
                   STATE/ZIP : CA  92019
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,535.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,349.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 72.88800
    ----------------------------------------------------------------
0   0007699473     MORTGAGORS: WHITE                JACK
                               WHITE                MARY
    REGION CODE    ADDRESS   : 424 SEA RIDGE DRIVE,
        02         CITY      :    SAN DIEGO,
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   356,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,782.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,521.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 57.46700
    ----------------------------------------------------------------
0   0007699481     MORTGAGORS: MANNERS              SCOTT
                               MANNERS              ANN
    REGION CODE    ADDRESS   : 4833 CARPRNTER AVENUE
        02         CITY      :    VALLEY VILLAGE
                   STATE/ZIP : CA  91607
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,329.97  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 :                 76.27100
    ----------------------------------------------------------------
0   0007699499     MORTGAGORS: ORGILL               RAYMOND
                               ORGILL               ALLISON
    REGION CODE    ADDRESS   : 2119 CAMINO LAUREL,
        02         CITY      :    SAN CLEMENTE,
                   STATE/ZIP : CA  92673
    MORTGAGE AMOUNT :   281,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,995.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,968.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.29500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,882,800.00
                               P & I AMT:     13,054.32
                               UPB AMT:   1,879,856.47

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            7
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699507     MORTGAGORS: AVILA                EULOGIO
                               AVILA                MANUELA
    REGION CODE    ADDRESS   : 4436 YERBA BUENA AVENUE
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95121
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,553.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,256.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007699515     MORTGAGORS: POEHLMAN             DAVID
                               HUFF                 MICHAEL
    REGION CODE    ADDRESS   : 649 TORRANCE STREET,
        02         CITY      :    SAN DIEGO,
                   STATE/ZIP : CA  92103
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,463.98  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 :                 74.22600
    ----------------------------------------------------------------
0   0007699523     MORTGAGORS: WLODARKIEWICZ        JAN
                               WLODARKIEWICZ        MARLENE
    REGION CODE    ADDRESS   : 20840-20840 1/2 PACIFIC COAST HIGHW
        02         CITY      :    MALIBU
                   STATE/ZIP : CA  90265
    MORTGAGE AMOUNT :   382,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,616.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,675.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 38.26000
    ----------------------------------------------------------------
0   0007699531     MORTGAGORS: KINDEL               GEOFFREY
                               KINDEL               VICTORIA
    REGION CODE    ADDRESS   : 1677 BURGUNDY ROAD
        02         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92024
    MORTGAGE AMOUNT :   253,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,793.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,772.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.47800
    ----------------------------------------------------------------
0   0007699564     MORTGAGORS: STABLER              ROBERT
                               STABLER              SUSAN
    REGION CODE    ADDRESS   : 3367 LAS HUERTAS
        02         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,342.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,661.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 57.14200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,711,100.00
                               P & I AMT:     11,882.78
                               UPB AMT:   1,706,770.01

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            8
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699598     MORTGAGORS: GREENBERG            BARTLEY
                               GREENBERG            KAREN
    REGION CODE    ADDRESS   : 208 EAST UTICA AVENUE
        02         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   281,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,948.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,968.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.32300
    ----------------------------------------------------------------
0   0007699606     MORTGAGORS: RITCHIE              DENISE
                               RITCHIE              RYAN
    REGION CODE    ADDRESS   : 30402 LE PORT,
        02         CITY      :    LAGUNA NIGUEL,
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   483,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    482,780.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,380.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.91700
    ----------------------------------------------------------------
0   0007699614     MORTGAGORS: LIU                  RONGZHI
                               SUN                  HONGMIN
    REGION CODE    ADDRESS   : 805 RIM ROAD
        02         CITY      :    PASADENA
                   STATE/ZIP : CA  91107
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,636.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.92300
    ----------------------------------------------------------------
0   0007699622     MORTGAGORS: SPARKS               RICHARD
                               SPARKS               SUSAN
    REGION CODE    ADDRESS   : 5928 BEAUMONT AVENUE
        02         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   442,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    441,325.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,052.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.54700
    ----------------------------------------------------------------
0   0007699630     MORTGAGORS: LARKINS              TERRY
                               LARKINS              TRUDY
    REGION CODE    ADDRESS   : 37 SEGADA
        02         CITY      :    RANCHO SANTA MARGARITA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   359,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    358,465.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,510.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.38200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,816,100.00
                               P & I AMT:     12,682.13
                               UPB AMT:   1,813,156.08

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:            9
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699648     MORTGAGORS: STANKO               RONALD
                               STANKO               ROSEMARY
    REGION CODE    ADDRESS   : 17591 WAYNE AVENUE,
        02         CITY      :    IRVINE,
                   STATE/ZIP : CA  92614
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,630.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,734.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.85900
    ----------------------------------------------------------------
0   0007699655     MORTGAGORS: FITZPATRICK          HENYR
                               FITZPATRICK          SHARON
    REGION CODE    ADDRESS   : 25618 PACIFIC CIRCLE,
        02         CITY      :    MISSION VIEJO,
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,622.45  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 :                 60.46500
    ----------------------------------------------------------------
0   0007699663     MORTGAGORS: JACOBS               GREGORY
                               BARR-JACOBS          BEVELYN
    REGION CODE    ADDRESS   : 1127 3RD STREET
        02         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    MORTGAGE AMOUNT :   297,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,356.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,082.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 66.92100
    ----------------------------------------------------------------
0   0007699713     MORTGAGORS: SOSINE               TOM
                               SOSINE               CINDY
    REGION CODE    ADDRESS   : 4317 MONTEREY COURT
        02         CITY      :    BYRON,
                   STATE/ZIP : CA  94514
    MORTGAGE AMOUNT :   301,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,765.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,053.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.32000
    ----------------------------------------------------------------
0   0007699721     MORTGAGORS: ELDREDGE             EDWARD
                               ELDREDGE             MARY
    REGION CODE    ADDRESS   : 328 VIA DEL NORTE,
        02         CITY      :    LA JOLLA,
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,503.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,244.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 33.33300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,431,800.00
                               P & I AMT:      9,954.61
                               UPB AMT:   1,429,878.86

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           10
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007699739     MORTGAGORS: COBB                 FREDDIE
                               COBB                 BELINDA
    REGION CODE    ADDRESS   : 2471 ELKINS WAY
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95121
    MORTGAGE AMOUNT :   242,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,051.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,611.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0007699754     MORTGAGORS: CHANCES              MICHAEL
                               CHANCE               TIFFANY
    REGION CODE    ADDRESS   : 537 SOUTH TUMBLEWEED ROAD
        02         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   250,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,127.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.02200
    ----------------------------------------------------------------
0   0007699903     MORTGAGORS: ALIMAGHAM            RUSSELL
                               ALIMAGHAM            SONIA
    REGION CODE    ADDRESS   : 1938 PORT BISHOP PLACE
        02         CITY      :    NEW PORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,255.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,496.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 67.56700
    ----------------------------------------------------------------
0   0007700008     MORTGAGORS: ASHTON               MICHAEL
                               ASHTON               JILL
    REGION CODE    ADDRESS   : 27521 ALMENDRA
        02         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92691
    MORTGAGE AMOUNT :   253,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,641.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 74.41100
    ----------------------------------------------------------------
0   0007700024     MORTGAGORS: FELDMAN              JOSHUA

    REGION CODE    ADDRESS   : 47 EAGLE STREET
        02         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94114
    MORTGAGE AMOUNT :   323,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,018.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,261.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.88800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,569,250.00
                               P & I AMT:     10,933.78
                               UPB AMT:   1,567,094.04

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           11
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007700057     MORTGAGORS: GOSS                 RONALD
                               GOSS                 VALERIE
    REGION CODE    ADDRESS   : 7532 WEST 83RD STREET
        02         CITY      :    PLAYA DEL REY AREA
                   STATE/ZIP : CA  90293
    MORTGAGE AMOUNT :   366,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,481.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,622.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 63.10300
    ----------------------------------------------------------------
0   0007700065     MORTGAGORS: HOOVER               DONALD
                               HOOVER               ANN
    REGION CODE    ADDRESS   : 10940 PATINA COURT
        02         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   293,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,262.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,053.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.37800
    ----------------------------------------------------------------
0   0007700099     MORTGAGORS: LIFTON               RON
                               LIFTON               LEONORA
    REGION CODE    ADDRESS   : 10290 COLBY AVENUE
        02         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   384,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,627.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,686.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.07900
    ----------------------------------------------------------------
0   0007700115     MORTGAGORS: MORGAN               DAVID
                               MORGAN               ARLENE
    REGION CODE    ADDRESS   : 1976 CHARDONNAY COURT
        02         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   589,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    588,626.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,972.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.95660
    ----------------------------------------------------------------
0   0007700131     MORTGAGORS: OLSEN                CHARLES
                               OLSEN                PATRICIA
    REGION CODE    ADDRESS   : 25742 SAXON WAY
        02         CITY      :    LAKE FOREST
                   STATE/ZIP : CA  92630
    MORTGAGE AMOUNT :   292,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,030.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.63  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:   1,926,000.00
                               P & I AMT:     13,304.93
                               UPB AMT:   1,923,029.41

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           12
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007700156     MORTGAGORS: RAVANBACH            NOZAR
                               RAVANBACH            FARAH
    REGION CODE    ADDRESS   : 8601 NORTH LA JOLLA SCENIC DRIVE
        02         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    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     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.20700
    ----------------------------------------------------------------
0   0007700164     MORTGAGORS: VICK                 JONATHAN
                               MONTGOMERY           LAEL
    REGION CODE    ADDRESS   : 13678 MCNALLY ROAD
        02         CITY      :    VALLEY CENTER
                   STATE/ZIP : CA  92082
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,389.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007700180     MORTGAGORS: BEISSINGER           STEVEN
                               SILVER-BEISSINGER    WHENDEE
    REGION CODE    ADDRESS   : 1851 CAPISTRANO AVENUE
        02         CITY      :    BERKELEY
                   STATE/ZIP : CA  94707
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    363,401.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,421.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007700198     MORTGAGORS: CHIEM                CHESTER
                               CHIEM                LYNN
    REGION CODE    ADDRESS   : 725 RANGER CIRCLE
        02         CITY      :    FOSTER CITY
                   STATE/ZIP : CA  94404
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,526.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,141.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0007700248     MORTGAGORS: HERNANDEZ            CARLOS
                               HERNANDEZ            LANA
    REGION CODE    ADDRESS   : 8420 FAIROAKS ROAD
        02         CITY      :    TRACY
                   STATE/ZIP : CA  95376
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,602.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,670.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 65.26300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,642,000.00
                               P & I AMT:     11,145.31
                               UPB AMT:   1,639,293.87

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           13
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007700271     MORTGAGORS: MONTOYA              KLAUS
                               MONTOYA              ANTOINETTE
    REGION CODE    ADDRESS   : 2795 VINTAGE COURT
        02         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    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     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007700305     MORTGAGORS: PETTY                DWAYNE
                               ROBERT-PETTY         JENNIFER
    REGION CODE    ADDRESS   : 336 CYPRESS AVENUE
        02         CITY      :    SAN BRUNO
                   STATE/ZIP : CA  94066
    MORTGAGE AMOUNT :   256,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,388.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,730.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007700321     MORTGAGORS: RICH                 DANA

    REGION CODE    ADDRESS   : 1609 QUESADA WAY
        02         CITY      :    BURLINGAME
                   STATE/ZIP : CA  94010
    MORTGAGE AMOUNT :   435,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    434,335.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,004.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007700339     MORTGAGORS: ROGERS               ALAN
                               ROGERS               TRESA
    REGION CODE    ADDRESS   : 5805 SALISBURY LANE
        02         CITY      :    SAN LUIS OBISPO
                   STATE/ZIP : CA  93401
    MORTGAGE AMOUNT :   349,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,052.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,384.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007700354     MORTGAGORS: SCHWEIKHARDT         PETER
                               BERNSTEIN            LAURIE
    REGION CODE    ADDRESS   : 116 ST ELMO WAY
        02         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94127
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,518.76  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 :                 34.88300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,723,900.00
                               P & I AMT:     11,782.44
                               UPB AMT:   1,721,211.78

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           14
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007700396     MORTGAGORS: BELL                 DOUGLAS
                               BELL                 CHERYL
    REGION CODE    ADDRESS   : 10535 BRUNO DRIVE
        02         CITY      :    TUSTIN
                   STATE/ZIP : CA  92782
    MORTGAGE AMOUNT :   273,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,332.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,890.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007700412     MORTGAGORS: BRICKER              DAVID
                               BRICKER              SAMANTHA
    REGION CODE    ADDRESS   : 454 SOUTH CITRUS AVENUE
        02         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90036
    MORTGAGE AMOUNT :   298,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,545.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,058.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.21800
    ----------------------------------------------------------------
0   0007700420     MORTGAGORS: CARLSON              DONALD
                               CARLSON              JULIE
    REGION CODE    ADDRESS   : 4250 CALLE MAR DE BALLENAS
        02         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   273,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,271.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,867.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007700438     MORTGAGORS: CARPER               TIMOTHY
                               CARPER               JODELLE
    REGION CODE    ADDRESS   : 2846 BOWLING GREEN DRIVE
        02         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   277,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,389.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.95200
    ----------------------------------------------------------------
0   0007700446     MORTGAGORS: FORD                 JEFFREY
                               FORD                 IMELDA
    REGION CODE    ADDRESS   : 28402 RANCHO GRANDE
        02         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   298,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,063.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,134.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.58000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,420,450.00
                               P & I AMT:      9,864.14
                               UPB AMT:   1,417,601.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           15
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007700461     MORTGAGORS: MCCAULEY             GREG
                               MCCAULEY             SUSAN
    REGION CODE    ADDRESS   : 2365 ROYAL OAKS DRIVE
        02         CITY      :    ALAMO
                   STATE/ZIP : CA  94507
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    423,352.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,928.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007701188     MORTGAGORS: HARRISON             BENJAMIN

    REGION CODE    ADDRESS   : 3424 BANKS MOUNTAIN PLACE
        02         CITY      :    GAINESVILLE
                   STATE/ZIP : GA  30506
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,539.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,005.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.50000
    ----------------------------------------------------------------
0   0007701394     MORTGAGORS: ALLEN                GARY
                               ALLEN                MELFORD
    REGION CODE    ADDRESS   : 7854 TANIA'S COURT
        02         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,962.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007701535     MORTGAGORS:   CLARK              ALAN
                               CLARK                CYNTHIA
    REGION CODE    ADDRESS   : 1662 CALL OF THE WILD COURT
        02         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,309.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,244.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.94000
    ----------------------------------------------------------------
0   0007701550     MORTGAGORS:   HORN               JERRY
                               HORN                 DONNA
    REGION CODE    ADDRESS   : 18528 BENTLEY LANE
        02         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   360,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,385.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,462.32  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:   1,818,950.00
                               P & I AMT:     12,570.59
                               UPB AMT:   1,815,549.90

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           16
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007701642     MORTGAGORS: BACHOFNER            MARK
                               BACHOFNER            DESIREE
    REGION CODE    ADDRESS   : 22558 CANYON RIDGE PLACE
        02         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   339,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,418.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,319.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 84.98900
    ----------------------------------------------------------------
0   0007701667     MORTGAGORS: SHELTON              MICHAEL
                               SHELTON              BETH
    REGION CODE    ADDRESS   : 3746 KENSINGTON COURT
        02         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95404
    MORTGAGE AMOUNT :   318,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,850.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,065.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007701675     MORTGAGORS:   REYNOLDS           DANIEL
                               REYNOLDS             MICHELLE
    REGION CODE    ADDRESS   : 620 CRESTMONT DRIVE
        02         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95409
    MORTGAGE AMOUNT :   300,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,363.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,129.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007701758     MORTGAGORS: RAMUDO               ARTURO
                               RAMUDO               SHIRLEY
    REGION CODE    ADDRESS   : 9810 VILLAGE CENTER DRIVE
        02         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   268,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,090.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,854.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.58333
    ----------------------------------------------------------------
0   0007701766     MORTGAGORS:   ROBLEE             MARTIN
                               ROBLEE               MONICA
    REGION CODE    ADDRESS   : 2687 NORTH BENTLEY STREET
        02         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   259,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,503.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,487,550.00
                               P & I AMT:     10,162.79
                               UPB AMT:   1,485,224.79

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           17
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702038     MORTGAGORS: ZIKA                 MICHAEL
                               WOOD-ZIKA            ANNMARIE
    REGION CODE    ADDRESS   : 5647 BOBBY DRIVE
        02         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   247,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,822.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,707.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702046     MORTGAGORS: ENOMOTO              RONALD
                               ENOMOTO              NANCY
    REGION CODE    ADDRESS   : 9 COUNTRY LANES
        02         CITY      :    SCOTTS VALLEY
                   STATE/ZIP : CA  95066
    MORTGAGE AMOUNT :   351,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,650.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,395.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702053     MORTGAGORS: DEAN                 DAVID
                               WYDNER               CATHERINE
    REGION CODE    ADDRESS   : 31 EVIREL PLACE
        02         CITY      :    OAKLAND
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   264,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,818.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,851.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702061     MORTGAGORS: CONNELL              JULIE
                               BROOKS               VICTORIA
    REGION CODE    ADDRESS   : 2296 LANTANA AVENUE
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95130
    MORTGAGE AMOUNT :   329,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,209.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,305.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.57600
    ----------------------------------------------------------------
0   0007702079     MORTGAGORS: HEINRICH             KURT

    REGION CODE    ADDRESS   : 1110 WILMINGTON AVENUE
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,606.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,781.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 64.50000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,450,900.00
                               P & I AMT:     10,041.95
                               UPB AMT:   1,448,106.45

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           18
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702095     MORTGAGORS: DUGGAN               DONALD
                               DUGGAN               SALLY
    REGION CODE    ADDRESS   : 2610 WARRING STREET
        02         CITY      :    BERKELEY
                   STATE/ZIP : CA  94704
    MORTGAGE AMOUNT :   455,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    454,505.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,143.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702103     MORTGAGORS:   DERNER             DOUG
                               DERNER               MARY
    REGION CODE    ADDRESS   : 3743 KENSINGTON COURT
        02         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95404
    MORTGAGE AMOUNT :   333,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    333,327.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,277.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
0   0007702111     MORTGAGORS: HADDAD               TIMOTHY
                               HUMPHRY              VICTORIA
    REGION CODE    ADDRESS   : 4655 SONOMA MOUNTAIN ROAD
        02         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95404
    MORTGAGE AMOUNT :   413,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    413,285.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,788.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.98900
    ----------------------------------------------------------------
0   0007702129     MORTGAGORS: WEBER                LEONARD
                               WEBER                KRISTIE
    REGION CODE    ADDRESS   : 290 LOS SANTOS DRIVE
        02         CITY      :    BODEGA BAY
                   STATE/ZIP : CA  94923
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,531.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,967.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702145     MORTGAGORS: WEISE                GEORGE
                               YEHLE                CYNTHIA
    REGION CODE    ADDRESS   : 1227 BEATTIE LANE
        02         CITY      :    SEBASTOPOL
                   STATE/ZIP : CA  95472
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,126.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,256.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 65.62500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,810,000.00
                               P & I AMT:     12,434.23
                               UPB AMT:   1,806,776.61

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           19
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702152     MORTGAGORS:   STOTLER            JAMES
                                 STOTLER            ALICEMARIE
    REGION CODE    ADDRESS   : 432 EAST COLEMAN PLACE
        02         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   328,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,911.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,296.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702160     MORTGAGORS: LEFEBVRE             CHANNING
                               LEFEBVRE             JENNIFER
    REGION CODE    ADDRESS   : 2127 ARALIA STREET
        02         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,550.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,886.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 60.47500
    ----------------------------------------------------------------
0   0007702178     MORTGAGORS: WILLETT              MICHAEL
                               WILLETT              SUE
    REGION CODE    ADDRESS   : 23689 RIDGEWAY
        02         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,448.19  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   0007702186     MORTGAGORS: HEYMAN               STEVEN
                               HEYMAN               CATHERINE
    REGION CODE    ADDRESS   : 17755 APPALOOSA COURT
        02         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,534.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,953.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702202     MORTGAGORS: RUBIN                ALAN
                               RUBIN                ANNE
    REGION CODE    ADDRESS   : 1 OAKDALE
        02         CITY      :    IRVINE
                   STATE/ZIP : CA  92604
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,535.45  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
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,554,400.00
                               P & I AMT:     10,635.59
                               UPB AMT:   1,551,980.13

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           20
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702210     MORTGAGORS: HARSTAD              TERRENCE
                               HARSTAD              KAREN
    REGION CODE    ADDRESS   : 20907 GARTEL DRIVE
        02         CITY      :    WALNUT
                   STATE/ZIP : CA  91789
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    599,106.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,195.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.58800
    ----------------------------------------------------------------
0   0007702236     MORTGAGORS: KRIPALANI            MICHEL

    REGION CODE    ADDRESS   : 2475 MONTGOMERY AVENUE
        02         CITY      :    CARDIFF
                   STATE/ZIP : CA  92007
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,557.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,859.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 65.87100
    ----------------------------------------------------------------
0   0007702301     MORTGAGORS: FOSTER               EILEEN
                               JOHNSON              CRAIG
    REGION CODE    ADDRESS   : 1955-1957 TURK STREET
        02         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94115
    MORTGAGE AMOUNT :   343,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,313.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,463.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 73.93548
    ----------------------------------------------------------------
0   0007702335     MORTGAGORS: BRISENO              JOE
                               BRISENO              MARTHA
    REGION CODE    ADDRESS   : 1070 SEA ISLAND COURT
        02         CITY      :    BRENTWOOD
                   STATE/ZIP : CA  94513
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,618.83  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   0007702343     MORTGAGORS: SRIVASTAVA           INDRESH
                               SRIVASTAVA           RANJANA
    REGION CODE    ADDRESS   : 848 LEEDS COURT
        02         CITY      :    BENICIA
                   STATE/ZIP : CA  94510
    MORTGAGE AMOUNT :   248,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,579.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,724,750.00
                               P & I AMT:     12,048.48
                               UPB AMT:   1,722,175.20

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           21
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702368     MORTGAGORS: MCCUEN               JEFF
                               LOGAN-MCCUEN         ELIZABETH
    REGION CODE    ADDRESS   : 7889 CASTILIAN ROAD
        02         CITY      :    DUBLIN
                   STATE/ZIP : CA  94568
    MORTGAGE AMOUNT :   337,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    336,958.61  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 :                 75.00000
    ----------------------------------------------------------------
0   0007702376     MORTGAGORS: HOLE                 DAVID
                               HOLE                 VICKI
    REGION CODE    ADDRESS   : 656 TAMALPAIS AVENUE
        02         CITY      :    NOVATO
                   STATE/ZIP : CA  94947
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,389.39  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 :                 80.00000
    ----------------------------------------------------------------
0   0007702434     MORTGAGORS:   WINKELSTEIN        CHARLES
                               WINKELSTEIN          DENISE
    REGION CODE    ADDRESS   : 304 ARLINGTON LANE
        02         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94402
    MORTGAGE AMOUNT :   377,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    376,410.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,571.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 41.88800
    ----------------------------------------------------------------
0   0007702442     MORTGAGORS: NOLEN                JAMES
                               NOLEN                PAULA
    REGION CODE    ADDRESS   : 3065 ASPEN DRIVE
        02         CITY      :    PENRYN
                   STATE/ZIP : CA  95663
    MORTGAGE AMOUNT :   318,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,424.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,250.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.82353
    ----------------------------------------------------------------
0   0007702467     MORTGAGORS:   BARBER             RICHARD
                               BARBER               BEVERLY
    REGION CODE    ADDRESS   : 11196 LAKESHORE SOUTH
        02         CITY      :    AUBURN
                   STATE/ZIP : CA  95602
    MORTGAGE AMOUNT :   454,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    453,289.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,097.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.78700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,886,500.00
                               P & I AMT:     12,956.20
                               UPB AMT:   1,881,471.66

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           22
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702509     MORTGAGORS: GLEDHILL             JAMES
                               GLEDHILL             CANDACE
    REGION CODE    ADDRESS   : 21805 D'BAGLIO WAY
        02         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   287,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,460.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,988.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0007702525     MORTGAGORS: AUERBACH             GARY

    REGION CODE    ADDRESS   : 826 WOODLAWN AVENUE
        02         CITY      :    VENICE AREA
                   STATE/ZIP : CA  90291
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,605.65  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 :                 80.00000
    ----------------------------------------------------------------
0   0007702533     MORTGAGORS: DERUSH               DAVID
                               DERUSH               PATRICIA
    REGION CODE    ADDRESS   : 6361 NEWBURY DRIVE
        02         CITY      :    HUNTINGTON
                   STATE/ZIP : CA  92647
    MORTGAGE AMOUNT :   358,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    357,892.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,567.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 79.64444
    ----------------------------------------------------------------
0   0007702541     MORTGAGORS: LIEDAHL              ROBERT
                               LIEDAHL              CATHERINE
    REGION CODE    ADDRESS   : 21731 EXTON WAY
        02         CITY      :    LAKE FOREST
                   STATE/ZIP : CA  92630
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,629.94  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
    ----------------------------------------------------------------
0   0007702558     MORTGAGORS: ARONSON              SAMUEL
                               ARONSON              MARTINE
    REGION CODE    ADDRESS   : 18822 SALT LAKE PLACE
        02         CITY      :    NORTHRIDGE AREA
                   STATE/ZIP : CA  91326
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,555.57  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
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,514,300.00
                               P & I AMT:     10,477.40
                               UPB AMT:   1,506,144.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           23
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702566     MORTGAGORS: FROST                RAYMOND
                               FROST                PATRICIA
    REGION CODE    ADDRESS   : 19161 EAST LOMITA AVENUE
        02         CITY      :    ORANGE AREA
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,588.95  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 :                 62.50000
    ----------------------------------------------------------------
0   0007702582     MORTGAGORS:   KROTINGER          JONATHAN

    REGION CODE    ADDRESS   : 119-121 9TH AVENUE
        02         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94118
    MORTGAGE AMOUNT :   587,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    587,041.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,007.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.33300
    ----------------------------------------------------------------
0   0007702590     MORTGAGORS: MOHAJER              FRED
                               MOHAJER              FERI
    REGION CODE    ADDRESS   : 17 LYON
        02         CITY      :    NEWPORT COAST AREA
                   STATE/ZIP : CA  92657
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,456.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,043.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 55.55555
    ----------------------------------------------------------------
0   0007702608     MORTGAGORS: KRONK                DAVID
                               KRONK                KATHLEEN
    REGION CODE    ADDRESS   : 11 NEWCASTLE LANE
        02         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   645,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    643,990.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,400.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007702624     MORTGAGORS: KONG                 LAWRENCE
                               KONG                 JENNY
    REGION CODE    ADDRESS   : 2419 COSTA DEL SOL
        02         CITY      :    LA VERNE
                   STATE/ZIP : CA  91750
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,236.74  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
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,297,500.00
                               P & I AMT:     15,567.56
                               UPB AMT:   2,294,314.08

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           24
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702632     MORTGAGORS:   BIRMINGHAM         PAUL
                               DEL POZZO            RAE
    REGION CODE    ADDRESS   : 17159 AVENIDA DE SANTA YNEZ
        02         CITY      :    PACIFIC PALISADES AREA
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   492,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    491,210.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,314.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702640     MORTGAGORS: COLLYER              ROBERT
                               COLLYER              MARYANN
    REGION CODE    ADDRESS   : 21062 LEASURE LANE
        02         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   296,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,217.75  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702657     MORTGAGORS: STRACHAN             IAN
                               STRACHAN             BARRI
    REGION CODE    ADDRESS   : 2966 EAST SHAMROCK AVENUE
        02         CITY      :    BREA
                   STATE/ZIP : CA  92821
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,511.52  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 :                 80.00000
    ----------------------------------------------------------------
0   0007702764     MORTGAGORS:   WILSON             FRANCIS
                               WILSON               BONITA
    REGION CODE    ADDRESS   : 7927 BRESSINGHAM DRIVE
        02         CITY      :    FAIRFAX STATION
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   294,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,879.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,885.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702772     MORTGAGORS:   STETSON            SEAN
                               STETSON              LESLIE
    REGION CODE    ADDRESS   : 16 WISWALL STREET
        02         CITY      :    NEWTON AKA WEST NEWTON
                   STATE/ZIP : MA  02465
    MORTGAGE AMOUNT :   323,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    322,568.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,149.60  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:   1,726,300.00
                               P & I AMT:     11,609.48
                               UPB AMT:   1,723,387.88

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           25
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702780     MORTGAGORS: SOOD                 RAVI
                               SOOD                 SAVITA
    REGION CODE    ADDRESS   : 7735 ISLAND CREEK COURT
        02         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22315
    MORTGAGE AMOUNT :   249,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,790.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,635.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 71.86100
    ----------------------------------------------------------------
0   0007702798     MORTGAGORS:   KOCIEMBA           ROBERT

    REGION CODE    ADDRESS   : 780 SAINT GEORGE BARBER ROAD
        02         CITY      :    DAVIDSONVILLE
                   STATE/ZIP : MA  21035
    MORTGAGE AMOUNT :   259,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,813.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,703.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0007702806     MORTGAGORS:   DEARBORN           DIANNA

    REGION CODE    ADDRESS   : 130 PINERIDGE ROAD
        02         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,486.68  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
    ----------------------------------------------------------------
0   0007702814     MORTGAGORS:   WALTER             TODD
                               WALTER               ELAINE
    REGION CODE    ADDRESS   : 1927 MONTEMAR WAY
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   372,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    371,373.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,443.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702822     MORTGAGORS:   JOHNSON            KENNETH
                                 JOHNSON            SUSAN
    REGION CODE    ADDRESS   : 985 OLD ORCHARD ROAD
        02         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,362.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,992.64  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:   1,628,250.00
                               P & I AMT:     10,931.17
                               UPB AMT:   1,625,826.53

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           26
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702830     MORTGAGORS:   LEACH              RAYFORD
                               LEACH                JOANNE
    REGION CODE    ADDRESS   : 3227 DOLORES DRIVE
        02         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   293,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,073.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,077.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.23600
    ----------------------------------------------------------------
0   0007702855     MORTGAGORS: BAILEY               JOHN
                               BAILEY               CAROL
    REGION CODE    ADDRESS   : 230 ORCHARD BEND TRAIL
        02         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30004
    MORTGAGE AMOUNT :   239,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,644.15  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 :                 78.36000
    ----------------------------------------------------------------
0   0007702871     MORTGAGORS:   CAVALLO            ROBERT

    REGION CODE    ADDRESS   : 236 LINDSEY PLACE
        02         CITY      :    MARIETTA
                   STATE/ZIP : GA  30067
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,462.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,256.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0007702889     MORTGAGORS:   SHAW               DAVID
                               SHAW                 JANIS
    REGION CODE    ADDRESS   : 5190 WILD GINGER COVE
        02         CITY      :    NORCROSS
                   STATE/ZIP : GA  30092
    MORTGAGE AMOUNT :   246,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,202.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,660.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 68.44400
    ----------------------------------------------------------------
0   0007702897     MORTGAGORS: DAVIS                MICHAEL
                               DAVIS                CAROLYN
    REGION CODE    ADDRESS   : 4714 OAKLEIGH MANOR DRIVE
        02         CITY      :    POWDER SPRINGS
                   STATE/ZIP : GA  30127
    MORTGAGE AMOUNT :   261,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,751.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,803.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.99800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,375,050.00
                               P & I AMT:      9,469.22
                               UPB AMT:   1,373,134.87

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           27
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007702905     MORTGAGORS:   MECKLER            JEFFREY
                               PACHECO              MARIA
    REGION CODE    ADDRESS   : 521 MONTGOMERY ROAD
        02         CITY      :    SEBASTOPOL
                   STATE/ZIP : CA  95472
    MORTGAGE AMOUNT :   273,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,893.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,910.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.90100
    ----------------------------------------------------------------
0   0007702913     MORTGAGORS: FREY                 MARK
                               FREY                 LINDSAY
    REGION CODE    ADDRESS   : 5710 FAWN DRIVE
        02         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95409
    MORTGAGE AMOUNT :   295,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,159.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702939     MORTGAGORS:   COSTANTINO         TAMMY
                               TRAVERSO             CRAIG
    REGION CODE    ADDRESS   : 26751 STRAFFORD
        02         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   278,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,953.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,875.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702954     MORTGAGORS: HARVEY               ROBERT
                               HARVEY               LINDA
    REGION CODE    ADDRESS   : 5592 LITTLER DRIVE
        02         CITY      :    HUNTINGTON  BEACH
                   STATE/ZIP : CA  92649
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,354.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007702988     MORTGAGORS: ALDRIDGE             WILLIAM
                               ALDRIDGE             INGRID
    REGION CODE    ADDRESS   : 6379 RIVER TIDE DRIVE
        02         CITY      :    MEMPHIS
                   STATE/ZIP : TN  38120
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,440.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,262.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.91300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,467,300.00
                               P & I AMT:     10,097.34
                               UPB AMT:   1,464,802.25

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           28
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703002     MORTGAGORS:   NAVARRO            ANTHONY
                               NAVARRO              ELIZABETH
    REGION CODE    ADDRESS   : 8520 WILD GAME LANE
        02         CITY      :    OWINGS
                   STATE/ZIP : MD  20736
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,808.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,671.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 67.12300
    ----------------------------------------------------------------
0   0007703010     MORTGAGORS: CUNNINGHAM           H
                               CUNNINGHAM           SUSAN
    REGION CODE    ADDRESS   : 410 JACKSON STREET NORTH
        02         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22201
    MORTGAGE AMOUNT :   369,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    368,729.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,521.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703028     MORTGAGORS: TANGUAY              NORMAND
                               AZAR                 PETER
    REGION CODE    ADDRESS   : 136 WEST NEWTON STREET
        02         CITY      :    BOSTON
                   STATE/ZIP : MA  02118
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,342.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,661.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 58.39416
    ----------------------------------------------------------------
0   0007703036     MORTGAGORS: MAHOWALD             WARD
                               MAHOWALD             DEANNA
    REGION CODE    ADDRESS   : 1520 JUSTINE COURT
        02         CITY      :    LIVERMORE
                   STATE/ZIP : CA  94550
    MORTGAGE AMOUNT :   294,475.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,025.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,033.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0007703044     MORTGAGORS:   MCALLISTER         CLARKE
                               MCALLISTER           GINA
    REGION CODE    ADDRESS   : 2255 BAILEY HILL ROAD
        02         CITY      :    EUGENE
                   STATE/ZIP : OR  97405
    MORTGAGE AMOUNT :   291,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,732.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,961.87  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:   1,600,275.00
                               P & I AMT:     10,849.62
                               UPB AMT:   1,597,639.33

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           29
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703069     MORTGAGORS: PIVO                 GARY
                               FREEDHEIM            CARRIE
    REGION CODE    ADDRESS   : 5310 N. CORTE PUESTA DEL SOL
        02         CITY      :    TUCSON
                   STATE/ZIP : AZ  85718
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,237.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,087.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703077     MORTGAGORS:   BARBOUR            JAMES

    REGION CODE    ADDRESS   : 9612 CROSSPOINT DRIVE
        02         CITY      :    FAIRFAX STATION
                   STATE/ZIP : VA  22039
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,566.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,961.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703085     MORTGAGORS:   CRAMER             ROBERT
                               CRAMER               MARLENA
    REGION CODE    ADDRESS   : 1851 RIVER RIDGE CIRCLE
        02         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60565
    MORTGAGE AMOUNT :   326,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,526.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,307.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.51200
    ----------------------------------------------------------------
0   0007703101     MORTGAGORS:   SOLTERO            RICHARD

    REGION CODE    ADDRESS   : 5700 PASO BONITO
        02         CITY      :    PRESCOTT
                   STATE/ZIP : AZ  86301
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,411.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,761.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.69500
    ----------------------------------------------------------------
0   0007703135     MORTGAGORS:   SUMMERS            TIMOTHY
                               SUMMERS              CARMEL
    REGION CODE    ADDRESS   : 1425 SUN TREE COURT
        02         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60564
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,542.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.65600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,754,000.00
                               P & I AMT:     12,037.94
                               UPB AMT:   1,751,284.52

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           30
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703143     MORTGAGORS: REPELLA              THEODORE
                               REPELLA              RAE
    REGION CODE    ADDRESS   : 416 WEST OCOTILLO ROAD
        02         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85013
    MORTGAGE AMOUNT :   239,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,334.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,655.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.90000
    ----------------------------------------------------------------
0   0007703150     MORTGAGORS: NIXON                WILLIE
                               NIXON                SARAH
    REGION CODE    ADDRESS   : 2012 KINLEYS WAY
        02         CITY      :    RALEIGH
                   STATE/ZIP : NC  27614
    MORTGAGE AMOUNT :   239,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,644.13  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 :                 88.84700
    ----------------------------------------------------------------
0   0007703168     MORTGAGORS: ERWIN                JOAN

    REGION CODE    ADDRESS   : 117 COLGETT DRIVE
        02         CITY      :    OAKLAND
                   STATE/ZIP : CA  94619
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,505.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,155.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703176     MORTGAGORS: DOUGLAS              WELDON

    REGION CODE    ADDRESS   : 16820 EAST JACKLIN DRIVE
        02         CITY      :    FOUNTAIN HILLS
                   STATE/ZIP : AZ  85268
    MORTGAGE AMOUNT :   269,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,477.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,841.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.96500
    ----------------------------------------------------------------
0   0007703184     MORTGAGORS:   PIJEWSKI           JOHN
                               BICKNELL             ELIZABETH
    REGION CODE    ADDRESS   : 5 WESTWOOD ROAD
        02         CITY      :    SOMERVILLE
                   STATE/ZIP : MA  02143
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,486.68  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:   1,384,600.00
                               P & I AMT:      9,479.46
                               UPB AMT:   1,382,448.02

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           31
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703192     MORTGAGORS: FELL                 JEFF
                               FELL                 LINDA
    REGION CODE    ADDRESS   : 713 CAMELOT PARKWAY
        02         CITY      :    EL CAJON
                   STATE/ZIP : CA  92019
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,229.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,997.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703200     MORTGAGORS: CAVARRA              DONALD
                               CAVARRA              DIANE
    REGION CODE    ADDRESS   : 6609 SOUTH HELENA STREET
        02         CITY      :    FOXFIELD
                   STATE/ZIP : CO  80016
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,600.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,739.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.85700
    ----------------------------------------------------------------
0   0007703226     MORTGAGORS: URY                  FREDERIC
                               URY                  DEBBY
    REGION CODE    ADDRESS   : 17 ELLERY LANE
        02         CITY      :    WESTPORT
                   STATE/ZIP : CT  06880
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 55.85500
    ----------------------------------------------------------------
0   0007703234     MORTGAGORS: BERGER               CLINTON
                               BERGER               BRENDA
    REGION CODE    ADDRESS   : 14140 COUNTRY HILLS DRIVE
        02         CITY      :    BRIGHTON
                   STATE/ZIP : CO  80601
    MORTGAGE AMOUNT :   272,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,137.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,883.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0007703242     MORTGAGORS:   CAPUA              JOSEPH
                               CAPUA                ELLEN
    REGION CODE    ADDRESS   : 10 MICHAEL DRIVE
        02         CITY      :    BURLINGTON
                   STATE/ZIP : MA  01803
    MORTGAGE AMOUNT :   481,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    480,882.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,367.42  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:   1,623,250.00
                               P & I AMT:     11,101.92
                               UPB AMT:   1,620,608.95

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           32
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703259     MORTGAGORS:   SITARAS            GUS
                               SITARAS              JUDY
    REGION CODE    ADDRESS   : 5733 HAMPTON DRIVE
        02         CITY      :    LONG GROVE
                   STATE/ZIP : IL  60047
    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     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 64.19700
    ----------------------------------------------------------------
0   0007703267     MORTGAGORS: SMITH                BRADFORD
                               SMITH                SHARON
    REGION CODE    ADDRESS   : 4801 S. BUTTERFIELD PLACE
        02         CITY      :    BATTLEFIELD
                   STATE/ZIP : MO  65619
    MORTGAGE AMOUNT :   396,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    395,380.29  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 :                 80.00000
    ----------------------------------------------------------------
0   0007703275     MORTGAGORS:   MILLER             PHILLIP
                               MILLER               TERRI
    REGION CODE    ADDRESS   : 12800 SW MORNINGSTAR DRIVE
        02         CITY      :    TIGARD
                   STATE/ZIP : OR  97223
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,627.52  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   0007703283     MORTGAGORS: MILROY               JOHN
                               MILROY               DALY
    REGION CODE    ADDRESS   : 3504 CHELAN DRIVE
        02         CITY      :    WEST LINN
                   STATE/ZIP : OR  97068
    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     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.23900
    ----------------------------------------------------------------
0   0007703291     MORTGAGORS: JACKSON              KEVIN
                               JACKSON              MIRIAM
    REGION CODE    ADDRESS   : 8220 NORTH CHARLES DRIVE
        02         CITY      :    PARADISE VALLEY
                   STATE/ZIP : AZ  85253
    MORTGAGE AMOUNT :   318,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,489.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,142.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.82300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,478,000.00
                               P & I AMT:     10,120.72
                               UPB AMT:   1,475,703.69

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           33
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703309     MORTGAGORS: HOLLANDER            BRADLEY
                               MCCORMICK            VICTORIA
    REGION CODE    ADDRESS   : 1010 SOUTH 90TH STREET
        02         CITY      :    OMAHA
                   STATE/ZIP : NE  68114
    MORTGAGE AMOUNT :   273,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,672.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,863.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.99100
    ----------------------------------------------------------------
0   0007703317     MORTGAGORS:   CHRISTIANSEN       JOHNI
                               CHRISTIANSEN         PATRICIA
    REGION CODE    ADDRESS   : 10707 REGENCY FOREST DRIVE
        02         CITY      :    VIENNA
                   STATE/ZIP : VA  22181
    MORTGAGE AMOUNT :   562,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    561,512.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,932.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.76500
    ----------------------------------------------------------------
0   0007703325     MORTGAGORS: GUYTON               KIT
                               GUYTON               MARY
    REGION CODE    ADDRESS   : 28635 SW SANDALWOOD DRIVE
        02         CITY      :    WILSONVILLE
                   STATE/ZIP : OR  97070
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,624.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,637.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007703333     MORTGAGORS: DEUTSCH              CHARLES
                               DEUTSCH              ANN
    REGION CODE    ADDRESS   : 8327 TURNBERRY COURT
        02         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   337,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    337,586.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,304.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.14900
    ----------------------------------------------------------------
0   0007703341     MORTGAGORS: ZIMMERMAN            MICHAEL
                               ZIMMERMAN            MELISSA
    REGION CODE    ADDRESS   : 805 PETIT CHALET COURT
        02         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89128
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    479,248.84  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
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,893,300.00
                               P & I AMT:     13,011.49
                               UPB AMT:   1,890,644.99

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           34
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703358     MORTGAGORS: CUBBAGE              CHRISTOPHER

    REGION CODE    ADDRESS   : 2865 WHITE SALMON COURT
        02         CITY      :    WEST LINN
                   STATE/ZIP : OR  97068
    MORTGAGE AMOUNT :   324,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,265.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,160.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 89.99700
    ----------------------------------------------------------------
0   0007703366     MORTGAGORS: MOELLENBERG          DALVA
                               MOELLENBERG          TERI
    REGION CODE    ADDRESS   : 13625 SOUTH 32ND STREET
        02         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85044
    MORTGAGE AMOUNT :   541,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    540,132.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,644.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.28500
    ----------------------------------------------------------------
0   0007703382     MORTGAGORS: HOLDER               NICHOLAS
                               HOLDER               MARY
    REGION CODE    ADDRESS   : 102 NORTH MAIN STREET
        02         CITY      :    SHERBORN
                   STATE/ZIP : MA  01770
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,476.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,036.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 77.30600
    ----------------------------------------------------------------
0   0007703390     MORTGAGORS: PODDAR               JAYITA
                               KUNDU                KUNAL
    REGION CODE    ADDRESS   : 475 MILAN DRIVE #109
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95134
    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     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703408     MORTGAGORS:   MITTMAN            BRUCE
                               MITTMAN              ELLEN
    REGION CODE    ADDRESS   : 14 LONGMEADOW ROAD
        02         CITY      :    NEWTON
                   STATE/ZIP : GA  02159
    MORTGAGE AMOUNT :   373,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,716.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,576.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 55.92200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,828,800.00
                               P & I AMT:     12,352.33
                               UPB AMT:   1,826,163.58

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           35
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703416     MORTGAGORS: SHUMAKER             GARY
                               SHUMAKER             ELEANOR
    REGION CODE    ADDRESS   : 9706 FLINTRIDGE COURT
        02         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22032
    MORTGAGE AMOUNT :   286,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,552.43  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 :                 79.44444
    ----------------------------------------------------------------
0   0007703424     MORTGAGORS: HOFFNER              JOHN
                               HOFFNER              JEAN
    REGION CODE    ADDRESS   : 4343 QUAIL RUN LANE
        02         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   419,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,276.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,829.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 69.99750
    ----------------------------------------------------------------
0   0007703432     MORTGAGORS:   SALAVERRY          PHILIP
                               BECKER               BARRIE
    REGION CODE    ADDRESS   : 1411 EDITH STREET
        02         CITY      :    BERKELEY
                   STATE/ZIP : CA  94710
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,413.28  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 :                 80.00000
    ----------------------------------------------------------------
0   0007703440     MORTGAGORS: TERBORG              JAMES
                               ARIAN                CAROL
    REGION CODE    ADDRESS   : 2755 E 40TH AVENUE
        02         CITY      :    EUGENE
                   STATE/ZIP : OR  97405
    MORTGAGE AMOUNT :   263,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,077.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,775.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 57.28200
    ----------------------------------------------------------------
0   0007703465     MORTGAGORS: COX                  LEWIS
                               COX                  LINDA
    REGION CODE    ADDRESS   : 2223 HARVARD COURT
        02         CITY      :    LONGMONT
                   STATE/ZIP : CO  80503
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,610.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,637.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.76900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,512,450.00
                               P & I AMT:     10,264.74
                               UPB AMT:   1,509,929.54

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           36
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703473     MORTGAGORS:   HAIRSTON           BRIAN
                               HAIRSTON             LAURA
    REGION CODE    ADDRESS   : 2702 SCENIC MEADOW COURT
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95135
    MORTGAGE AMOUNT :   540,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    539,910.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,597.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0007703481     MORTGAGORS: MERSIOVSKY           JOHN
                               MERSIOVSKY           LYNDA
    REGION CODE    ADDRESS   : 12041 DEER RUN
        02         CITY      :    RALEIGH
                   STATE/ZIP : NC  27614
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,589.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,724.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703499     MORTGAGORS:   MEED               PAUL
                               MEED                 SUSAN
    REGION CODE    ADDRESS   : 47795 BLACKHOUSE POINT PLACE
        02         CITY      :    STERLING
                   STATE/ZIP : VA  20165
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,566.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,961.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.82000
    ----------------------------------------------------------------
0   0007703507     MORTGAGORS: MCMANUS              JULIE
                               MCMANUS              JAMES
    REGION CODE    ADDRESS   : 2539 EAST MISSOURI AVENUE
        02         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85016
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,785.47  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 :                 73.33300
    ----------------------------------------------------------------
0   0007703515     MORTGAGORS: CRAIG                CEDRIC
                               CRAIG                LYNDA
    REGION CODE    ADDRESS   : 79 MILANO COURT
        02         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,355.26  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
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,767,800.00
                               P & I AMT:     11,970.76
                               UPB AMT:   1,765,207.38

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           37
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703523     MORTGAGORS: KOENIG               DARREN
                               KOENIG               HEATHER
    REGION CODE    ADDRESS   : 1122 SOUTH 22ND STREET
        02         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22202
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,564.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,634.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703531     MORTGAGORS:   AUDAS              TIFFANY
                               RUSSO                JANET
    REGION CODE    ADDRESS   : 16592 EAST CRESTLINE PLACE
        02         CITY      :    AURORA
                   STATE/ZIP : CO  80015
    MORTGAGE AMOUNT :   243,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,287.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,703.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
0   0007703549     MORTGAGORS: RAVELLA              JOHN
                               ROSSI                PAULA
    REGION CODE    ADDRESS   : 291 ARUNDEL ROAD
        02         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.94800
    ----------------------------------------------------------------
0   0007703556     MORTGAGORS: BERNARDI             TONY

    REGION CODE    ADDRESS   : 5457 WHITLEY PARK TERRACE
        02         CITY      :    BETHESDA
                   STATE/ZIP : MD  20814
    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     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703564     MORTGAGORS: FARRINGTON           PAUL

    REGION CODE    ADDRESS   : 96 ARGILLA ROAD
        02         CITY      :    IPSWICH
                   STATE/ZIP : MA  01938
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,547.84  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,829.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.34200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,369,650.00
                               P & I AMT:      9,429.43
                               UPB AMT:   1,367,773.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           38
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703572     MORTGAGORS:   SOWLE              GREGORY

    REGION CODE    ADDRESS   : 732 PORTSWOOD DRIVE
        02         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,487.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703598     MORTGAGORS:   MERUCCI            MICHAEL
                               MERUCCI              PAULA
    REGION CODE    ADDRESS   : 2401 POMONA LANE
        02         CITY      :    WILMETTE
                   STATE/ZIP : IL  60091
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,462.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,256.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 50.18700
    ----------------------------------------------------------------
0   0007703606     MORTGAGORS: BOLDT                KENNETH
                               BOLDT                LILLY
    REGION CODE    ADDRESS   : 7921 WEST 104TH PLACE
        02         CITY      :    BROOMFIELD
                   STATE/ZIP : CO  80021
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,629.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007703614     MORTGAGORS: HILL                 HAL
                               HILL                 LIESA
    REGION CODE    ADDRESS   : 102 FAIRY TRAIL
        02         CITY      :    LOOK MOUNTAIN
                   STATE/ZIP : TN  37350
    MORTGAGE AMOUNT :   346,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,444.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,331.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.87000
    ----------------------------------------------------------------
0   0007703622     MORTGAGORS:   SMITH              LAWRENCE

    REGION CODE    ADDRESS   : 9160 VALLEY GROVE LANE
        02         CITY      :    SOUTHHAVEN
                   STATE/ZIP : MS  38671
    MORTGAGE AMOUNT :   242,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,801.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,610.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.06400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,514,000.00
                               P & I AMT:     10,323.62
                               UPB AMT:   1,511,826.02

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           39
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703630     MORTGAGORS:   BILLS              JOHN
                               BILLS                SUSAN
    REGION CODE    ADDRESS   : 4198 LOCH MEADE POINTE
        02         CITY      :    LAKELAND
                   STATE/ZIP : TN  38002
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,342.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,865.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703648     MORTGAGORS: MAGDOVITZ            EARL
                               MAGDOVITZ            BARBARA
    REGION CODE    ADDRESS   : 9385 OLD PLANTATION COVE
        02         CITY      :    GERMANTOWN
                   STATE/ZIP : TN  38139
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,752.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,244.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.22200
    ----------------------------------------------------------------
0   0007703655     MORTGAGORS:   WEST               B.
                               WEST                 KATHRYN
    REGION CODE    ADDRESS   : 4529 SHADY GROVE RD
        02         CITY      :    MEMPHIS
                   STATE/ZIP : TN  38117
    MORTGAGE AMOUNT :   239,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    238,816.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,611.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703705     MORTGAGORS: FISCHER              CHARLES
                               EVANS                WILLIAM
    REGION CODE    ADDRESS   : 500 WEST 43RD STREET UNIT #38A
        02         CITY      :    NEW YORK
                   STATE/ZIP : NY  10036
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,022.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,934.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   05/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 57.44600
    ----------------------------------------------------------------
0   0007703721     MORTGAGORS: MCNALLY              JOHN
                               MCNALLY              DIANE
    REGION CODE    ADDRESS   : LOT 3, 39 WATERFORD DRIVE
        02         CITY      :    HANOVER
                   STATE/ZIP : MA  02339
    MORTGAGE AMOUNT :   310,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,976.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,039.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,564,700.00
                               P & I AMT:     10,695.47
                               UPB AMT:   1,561,911.23

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           40
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703739     MORTGAGORS: ANDERSON             CARL
                               CAFORIO              CARLA
    REGION CODE    ADDRESS   : 15 GILMORE ROAD
        02         CITY      :    SOUTHBOROUGH
                   STATE/ZIP : MA  01772
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,343.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703747     MORTGAGORS: SANDERS              SANDRA
                               FISCHER              TIMOTHY
    REGION CODE    ADDRESS   : 21126 PRESTANCIA DRIVE
        02         CITY      :    MOKENA
                   STATE/ZIP : IL  60448
    MORTGAGE AMOUNT :   293,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,787.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,073.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.18900
    ----------------------------------------------------------------
0   0007703754     MORTGAGORS: BROWER               THOMAS
                               BROWER               DEBORAH
    REGION CODE    ADDRESS   : 4248 CREEKSIDE PASS
        02         CITY      :    ZIONSVILE
                   STATE/ZIP : IN  46077
    MORTGAGE AMOUNT :   325,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,515.29  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 :                 56.52100
    ----------------------------------------------------------------
0   0007703762     MORTGAGORS: JAKOBER              DAVID
                               JAKOBER              AMY
    REGION CODE    ADDRESS   : 5068 ROCKY MOUNTAIN DR
        02         CITY      :    CASTLE ROCK
                   STATE/ZIP : CO  80104
    MORTGAGE AMOUNT :   254,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,680.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,777.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007703770     MORTGAGORS: HAINING              BRECK
                               DENG                 LI
    REGION CODE    ADDRESS   : 20207 54TH PLACE NORTHEAST
        02         CITY      :    LAKE FOREST PARK
                   STATE/ZIP : WA  98155
    MORTGAGE AMOUNT :   273,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,171.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.43  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:   1,437,850.00
                               P & I AMT:     10,057.23
                               UPB AMT:   1,434,497.87

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           41
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703788     MORTGAGORS: JAMISON              JAMEY
                               JAMISON              ANN
    REGION CODE    ADDRESS   : 1960 S ROUTT CT
        02         CITY      :    LAKEWOOD
                   STATE/ZIP : CO  80227
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,366.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,052.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 67.44100
    ----------------------------------------------------------------
0   0007703796     MORTGAGORS: HAMM                 KENNETH
                               HAMM                 BRIGITTE
    REGION CODE    ADDRESS   : 13200 67TH AVENUE NE
        02         CITY      :    KIRKLAND
                   STATE/ZIP : WA  98034
    MORTGAGE AMOUNT :   262,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,395.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,791.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.74300
    ----------------------------------------------------------------
0   0007703804     MORTGAGORS: HENNING              PAUL
                               PATTERSON            ADELE
    REGION CODE    ADDRESS   : 360 OLD POST ROAD
        02         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06430
    MORTGAGE AMOUNT :   298,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,521.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,007.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.50000
    ----------------------------------------------------------------
0   0007703812     MORTGAGORS: ROGERS               PATRICK

    REGION CODE    ADDRESS   : 12420 SUNRISE DRIVE NORTHEAST
        02         CITY      :    BAINBRIDGE ISLAND
                   STATE/ZIP : WA  98110
    MORTGAGE AMOUNT :   367,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    366,425.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,503.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 66.72700
    ----------------------------------------------------------------
0   0007703820     MORTGAGORS: LASH                 STEPHEN
                               DUVALL               EMILY
    REGION CODE    ADDRESS   : 4979 ARBOR COURT
        02         CITY      :    W BLOOMFIELD TWSP
                   STATE/ZIP : MI  48324
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,534.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,813.13  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:   1,493,600.00
                               P & I AMT:     10,168.39
                               UPB AMT:   1,491,244.01

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           42
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703838     MORTGAGORS: SENAL                JONATHAN

    REGION CODE    ADDRESS   : 3752 NORTH WAYNE
        02         CITY      :    CHICAGO
                   STATE/ZIP : IL  60613
    MORTGAGE AMOUNT :   352,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,531.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,436.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.00000
    ----------------------------------------------------------------
0   0007703846     MORTGAGORS: LEGACKI              LYNN

    REGION CODE    ADDRESS   : 20 JOY STREET, UNIT #4
        02         CITY      :    BOSTON
                   STATE/ZIP : MA  02114
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,348.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,819.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 91.52500
    ----------------------------------------------------------------
0   0007703853     MORTGAGORS: SNOW                 TODD
                               SNOW                 SHERI
    REGION CODE    ADDRESS   : 26 BUCKHILL ROAD A/K/A LOT 7
        02         CITY      :    NORTHBOROUGH
                   STATE/ZIP : MA  01532
    MORTGAGE AMOUNT :   283,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,377.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,984.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.97700
    ----------------------------------------------------------------
0   0007703861     MORTGAGORS: BURGER               ARTHUR
                               BURGER               CAROL
    REGION CODE    ADDRESS   : 4407 VACATION LANE
        02         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22207
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,517.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007703879     MORTGAGORS: POGOFSKY             SCOTT
                               POGOFSKY             SARIT
    REGION CODE    ADDRESS   : 1430 COUNTRY LANE
        02         CITY      :    DEERFIELD
                   STATE/ZIP : IL  60015
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,611.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,691.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 47.69200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,470,600.00
                               P & I AMT:     10,114.45
                               UPB AMT:   1,468,386.90

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           43
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703895     MORTGAGORS: SANDERS              WILLIAM

    REGION CODE    ADDRESS   : 1619 W PIERCE
        02         CITY      :    CHICAGO
                   STATE/ZIP : IL  60622
    MORTGAGE AMOUNT :   327,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,399.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,264.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0007703903     MORTGAGORS: SANDOR               DONALD
                               SANDOR               ELIZABETH
    REGION CODE    ADDRESS   : 23 TALMADGE HILL ROAD
        02         CITY      :    NEW CANAAN
                   STATE/ZIP : CT  06840
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,793.73  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 :                 75.00000
    ----------------------------------------------------------------
0   0007703929     MORTGAGORS: DIETZ                JANICE
                               DIETZ                ANDREW
    REGION CODE    ADDRESS   : 3221 WEST ANDREWS DRIVE
        02         CITY      :    ATLANTA
                   STATE/ZIP : GA  30305
    MORTGAGE AMOUNT :   485,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    483,829.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,267.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 57.05800
    ----------------------------------------------------------------
0   0007703937     MORTGAGORS: KARGILIS             JOHN
                               KARGILIS             KIKUNO
    REGION CODE    ADDRESS   : 17407 DEERPATH DR
        02         CITY      :    NORTHVILLE
                   STATE/ZIP : MI  48167
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,641.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 61.32300
    ----------------------------------------------------------------
0   0007703945     MORTGAGORS: SARGENT              RODNEY
                               SARGENT              LAURIE
    REGION CODE    ADDRESS   : 1755 268TH PLACE SOUTHEAST
        02         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98029
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,187.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,353.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.40900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,683,900.00
                               P & I AMT:     11,588.08
                               UPB AMT:   1,680,851.59

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           44
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007703952     MORTGAGORS: LONDON               JEFFREY
                               LONDON               ELLEN
    REGION CODE    ADDRESS   : 1185 ROBBIE CT
        02         CITY      :    DEERFIELD
                   STATE/ZIP : IL  60015
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,340.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,910.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 64.66500
    ----------------------------------------------------------------
0   0007703960     MORTGAGORS: BUCHANAN             WILLIAM
                               BUCHANAN             BARBARA
    REGION CODE    ADDRESS   : 815 SOUTH LUMINA AVENUE
        02         CITY      :    WRIGHTSVILLE BEACH
                   STATE/ZIP : NC  28480
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,886.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,379.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.71200
    ----------------------------------------------------------------
0   0007703978     MORTGAGORS: MAIKI                CELESTINE
                               MAIKI                VIMLA
    REGION CODE    ADDRESS   : 12193 EAST COLUMBINE DRIVE
        02         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85259
    MORTGAGE AMOUNT :   406,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,847.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,738.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.69500
    ----------------------------------------------------------------
0   0007703986     MORTGAGORS: MINGUS               WILLIAM
                               MINGUS               ROBERTA
    REGION CODE    ADDRESS   : 29 W 531 MEADOW LANE
        02         CITY      :    WARRENVILLE
                   STATE/ZIP : IL  60555
    MORTGAGE AMOUNT :   326,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,251.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,251.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.61900
    ----------------------------------------------------------------
0   0007704000     MORTGAGORS: HEURLIN              BRUCE

    REGION CODE    ADDRESS   : 6067 NORTH MOON CREST DRIVE
        02         CITY      :    TUCSON
                   STATE/ZIP : AZ  85718
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,592.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,649.95  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:   1,910,500.00
                               P & I AMT:     12,929.48
                               UPB AMT:   1,906,918.34

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           45
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704018     MORTGAGORS: SWANSON              LARRY
                               SWANSON              DIANE
    REGION CODE    ADDRESS   : 22800 FOREST CIRCLE
        02         CITY      :    NEW MARKET TOWNSHIP
                   STATE/ZIP : MN  55044
    MORTGAGE AMOUNT :   243,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,738.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,699.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.82600
    ----------------------------------------------------------------
0   0007704026     MORTGAGORS: MACEK                EDWARD
                               MACEK                LINDA
    REGION CODE    ADDRESS   : 4793 WILDFLOWER COURT
        02         CITY      :    ANN ARBOR
                   STATE/ZIP : MI  48108
    MORTGAGE AMOUNT :   365,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,364.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,554.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.41300
    ----------------------------------------------------------------
0   0007704042     MORTGAGORS: MCCLUSKEY            JAMES

    REGION CODE    ADDRESS   : 6515 E. LAFAYETTE BLVD.
        02         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85251
    MORTGAGE AMOUNT :   283,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,832.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,933.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 61.63043
    ----------------------------------------------------------------
0   0007704059     MORTGAGORS: WILLIAMS             CRAIG
                               WILLIAMS             MARY
    REGION CODE    ADDRESS   : 4875 EAST CALLE DEL MEDIO
        02         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85018
    MORTGAGE AMOUNT :   473,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    472,631.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,226.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.83300
    ----------------------------------------------------------------
0   0007704067     MORTGAGORS: STOWERS              DAVID
                               FELDMAN              REBECCA
    REGION CODE    ADDRESS   : 19 OLMSTEAD RD
        02         CITY      :    MORRISTOWN
                   STATE/ZIP : NJ  07960
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,413.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,286.11  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:   1,712,900.00
                               P & I AMT:     11,700.80
                               UPB AMT:   1,709,980.07

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           46
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704083     MORTGAGORS: DURENBERGER          LOUIS
                               DURENBERGER          JILL
    REGION CODE    ADDRESS   : 13226 GLENHAVEN AVENUE
        02         CITY      :    APPLE VALLEY
                   STATE/ZIP : MN  55124
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704091     MORTGAGORS: LINVILLE             RICHARD
                               LINVILLE             SHARON
    REGION CODE    ADDRESS   : 2084 EAST BEAR MOUNTAIN DRIVE
        02         CITY      :    DRAPER
                   STATE/ZIP : UT  84020
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,582.93  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 :                 52.00000
    ----------------------------------------------------------------
0   0007704109     MORTGAGORS: GLISMANN             JOHN

    REGION CODE    ADDRESS   : 0681 SOPRIS MOUNTAIN ROAD
        02         CITY      :    BASALT
                   STATE/ZIP : CO  81621
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,032.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,544.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 50.00000
    ----------------------------------------------------------------
0   0007704117     MORTGAGORS: QUINCY               CHRISTOPHER
                               QUINCY               PAMELA
    REGION CODE    ADDRESS   : 41 COUNTRYSIDE LANE
        02         CITY      :    MILTON
                   STATE/ZIP : MA  02186
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,561.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,910.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 63.34800
    ----------------------------------------------------------------
0   0007704125     MORTGAGORS: LEE                  BRIAN
                               LEE                  DONNA
    REGION CODE    ADDRESS   : 7 MCLEAN DRIVE
        02         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   382,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    381,601.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,607.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.61700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,824,200.00
                               P & I AMT:     12,533.01
                               UPB AMT:   1,821,582.28

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           47
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704133     MORTGAGORS: BOMSTEAD             CHRISTINE
                               BOMSTEAD             CARL
    REGION CODE    ADDRESS   : 18823 NE 103RD STREET
        02         CITY      :    REDMOND
                   STATE/ZIP : WA  98052
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,408.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,395.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.26000
    ----------------------------------------------------------------
0   0007704141     MORTGAGORS: DONOVAN              BRIAN
                               DONOVAN              BRENDA
    REGION CODE    ADDRESS   : W304 N5354 EVELYN COURT
        02         CITY      :    HARTLAND
                   STATE/ZIP : WI  53029
    MORTGAGE AMOUNT :   242,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,811.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,650.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.82500
    ----------------------------------------------------------------
0   0007704166     MORTGAGORS: JACOBS               MARK
                               JACOBS               PATRICIA
    REGION CODE    ADDRESS   : 8725 COVENTRY
        02         CITY      :    INDIANAPOLIS
                   STATE/ZIP : IN  46260
    MORTGAGE AMOUNT :   245,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,049.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,717.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704174     MORTGAGORS: FORSYTH              SEAN
                               FORSYTH              SHERIDAN
    REGION CODE    ADDRESS   : 1191 FRANKLYN STREET
        02         CITY      :    COROLLA
                   STATE/ZIP : NC  27927
    MORTGAGE AMOUNT :   463,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    462,275.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,158.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.49200
    ----------------------------------------------------------------
0   0007704190     MORTGAGORS: KNUTSON              MARK
                               KNUTSON              DONNA
    REGION CODE    ADDRESS   : 3001 RIDGELAND AVENUE
        02         CITY      :    LISLE
                   STATE/ZIP : IL  60532
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,365.41  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 :                 79.75400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,570,600.00
                               P & I AMT:     10,695.37
                               UPB AMT:   1,567,909.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           48
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704208     MORTGAGORS: HUNT                 JAMES
                               HUNT                 TAMMY
    REGION CODE    ADDRESS   : 6222 INGLESIDE DRIVE
        02         CITY      :    WILMINGTON
                   STATE/ZIP : NC  28409
    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     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.45200
    ----------------------------------------------------------------
0   0007704216     MORTGAGORS: BASTEN               CHRISTOPHER
                               BASTEN               MARY
    REGION CODE    ADDRESS   : 3844 CHARLES
        02         CITY      :    NORTHBROOK
                   STATE/ZIP : IL  60062
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0007704224     MORTGAGORS: PAYNE                STEPHEN
                               PAYNE                JANE
    REGION CODE    ADDRESS   : 11 BARRINGER ROAD
        02         CITY      :    DARIEN
                   STATE/ZIP : CT  06820
    MORTGAGE AMOUNT :   548,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    547,163.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,784.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704232     MORTGAGORS: WEINHARDT            W.

    REGION CODE    ADDRESS   : 2997 WOODCREEK WAY
        02         CITY      :    BLOOMFIELD
                   STATE/ZIP : MI  48304
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,317.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,561.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 69.91100
    ----------------------------------------------------------------
0   0007704240     MORTGAGORS: LIU                  JEAN
                               LITTLEHALES          JAMES
    REGION CODE    ADDRESS   : 31 LANTERN CIRCLE
        02         CITY      :    STAMFORD
                   STATE/ZIP : CT  06905
    MORTGAGE AMOUNT :   253,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,386.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,665.97  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:   1,775,600.00
                               P & I AMT:     11,913.70
                               UPB AMT:   1,773,166.06

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           49
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704257     MORTGAGORS: NAVIN-CHANDRA        DUNDEE

    REGION CODE    ADDRESS   : 7 GOODNOW LANE
        02         CITY      :    FRAMINGHAM
                   STATE/ZIP : MA  01702
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,159.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,062.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.64100
    ----------------------------------------------------------------
0   0007704265     MORTGAGORS: ECKEL                JEFFREY
                               ECKEL                WENDY
    REGION CODE    ADDRESS   : 481 OLD ORCHARD CIRCLE
        02         CITY      :    MILLERSVILLE
                   STATE/ZIP : MD  21108
    MORTGAGE AMOUNT :   306,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,778.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,165.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.97900
    ----------------------------------------------------------------
0   0007704273     MORTGAGORS: MCDONALD             ROGER
                               MCDONALD             EVELYN
    REGION CODE    ADDRESS   : 3329 EVERGREEN POINT ROAD
        02         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98004
    MORTGAGE AMOUNT :   415,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    414,382.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,901.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 27.21300
    ----------------------------------------------------------------
0   0007704281     MORTGAGORS: KENNEALLY            KEVIN
                               KENNEALLY            ANNEMARIE
    REGION CODE    ADDRESS   : 21 CHARLES STREET
        02         CITY      :    HINGHAM
                   STATE/ZIP : MA  02043
    MORTGAGE AMOUNT :   333,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,491.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,299.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 70.85100
    ----------------------------------------------------------------
0   0007704299     MORTGAGORS: FARBER               NEIL
                               FARBER               LISA
    REGION CODE    ADDRESS   : 3606 WEST CANDLEWICK COURT
        02         CITY      :    MEQUON
                   STATE/ZIP : WI  53092
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,759.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,101.10  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:   1,657,000.00
                               P & I AMT:     11,531.31
                               UPB AMT:   1,652,571.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           50
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704307     MORTGAGORS: GELDER               RALPH
                               GELDER               GENEVIEVE
    REGION CODE    ADDRESS   : 1153 TROON DR.
        02         CITY      :    DESTIN
                   STATE/ZIP : FL  32541
    MORTGAGE AMOUNT :   268,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,379.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,833.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704315     MORTGAGORS: TRACHTENBERG         NEIL
                               TRACHTENBERG         PEGGY
    REGION CODE    ADDRESS   : 8610 NORTH SENDERO TRES M.
        02         CITY      :    PARADISE VALLEY
                   STATE/ZIP : AZ  85253
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    411,322.59  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 :                 46.81800
    ----------------------------------------------------------------
0   0007704323     MORTGAGORS: POTTER               KEVIN
                               POTTER               CATHY
    REGION CODE    ADDRESS   : 5850 HIGH FALL ROAD
        02         CITY      :    INDIANAPOLIS
                   STATE/ZIP : IN  46226
    MORTGAGE AMOUNT :   435,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    434,335.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,004.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007704331     MORTGAGORS: CEBRIAN              CORNELL
                               CABASCO-CEBRIAN      TERESITA
    REGION CODE    ADDRESS   : 6301 SEWARD PARK AVENUE SOUTH
        02         CITY      :    SEATTLE
                   STATE/ZIP : WA  98118
    MORTGAGE AMOUNT :   258,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,543.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,743.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007704349     MORTGAGORS: HOWARD               JOHN
                               HOWARD               JEWEL
    REGION CODE    ADDRESS   : 13500 BUCKEYE DRIVE
        02         CITY      :    NORTHPORT
                   STATE/ZIP : AL  35476
    MORTGAGE AMOUNT :   426,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    425,333.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,906.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 53.25000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,800,550.00
                               P & I AMT:     12,228.50
                               UPB AMT:   1,797,914.33

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           51
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704356     MORTGAGORS: LEWTON               CURTIS
                               LEWTON               BARBARA
    REGION CODE    ADDRESS   : 47500 EAST 144TH AVENUE
        02         CITY      :    BENNETT
                   STATE/ZIP : CO  80102
    MORTGAGE AMOUNT :   416,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,364.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,873.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704364     MORTGAGORS: VAN BEBBER           MARK
                               VAN BEBBER           JENNIFER
    REGION CODE    ADDRESS   : 21508 SOUTHEAST 32ND STREET
        02         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98029
    MORTGAGE AMOUNT :   281,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,046.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,990.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007704372     MORTGAGORS: GHOSTLAW             GLEN
                               GHOSTLAW             DEIRDRE
    REGION CODE    ADDRESS   : 32 HAMMER HOOK DRIVE
        02         CITY      :    HANOVER
                   STATE/ZIP : MA  02339
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,784.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,681.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704380     MORTGAGORS: KAUFMAN              VAIL
                               KAUFMAN              PATRICIA
    REGION CODE    ADDRESS   : 14646 TRIADELPHIA ROAD
        02         CITY      :    GLENELG
                   STATE/ZIP : MD  21737
    MORTGAGE AMOUNT :   304,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,986.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,000.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 76.12500
    ----------------------------------------------------------------
0   0007704398     MORTGAGORS: XU                   ZHENG
                               DAY                  ERIC
    REGION CODE    ADDRESS   : 190 LANGLEY ROAD
        02         CITY      :    NEWTON
                   STATE/ZIP : MA  02459
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,737.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,128.97  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:   1,577,750.00
                               P & I AMT:     10,674.94
                               UPB AMT:   1,575,920.94

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           52
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704406     MORTGAGORS: NEEDHAM              THOMAS
                               ROBINSON             DONNA
    REGION CODE    ADDRESS   : 54 JUNIPER ROAD
        02         CITY      :    ANDOVER
                   STATE/ZIP : MA  01810
    MORTGAGE AMOUNT :   277,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,165.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,893.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704414     MORTGAGORS: ROSLUND              LESLIE
                               ROSLUND              CAROLYN
    REGION CODE    ADDRESS   : 26329 MARDINGDALE LAND
        02         CITY      :    EASTON
                   STATE/ZIP : MD  21601
    MORTGAGE AMOUNT :   279,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,040.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,859.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 68.92700
    ----------------------------------------------------------------
0   0007704422     MORTGAGORS: DIROSA               RANDY
                               PICONE               SAMUEL
    REGION CODE    ADDRESS   : 19005 YASKO
        02         CITY      :    NEW BUFFALO RD
                   STATE/ZIP : MI  49117
    MORTGAGE AMOUNT :   296,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,256.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,972.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 70.59500
    ----------------------------------------------------------------
0   0007704430     MORTGAGORS: GOSSETT              CRAIG
                               GOSSETT              SANDRA
    REGION CODE    ADDRESS   : 1406 WOODSBORO
        02         CITY      :    ROYAL OAK
                   STATE/ZIP : MI  48067
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 62.50000
    ----------------------------------------------------------------
0   0007704448     MORTGAGORS: HALLIDAY             BRIAN
                               BRUCATO              CYNTHIA
    REGION CODE    ADDRESS   : 6109 SHERMAN CIRCLE
        02         CITY      :    EDINA
                   STATE/ZIP : MN  55436
    MORTGAGE AMOUNT :   277,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,378.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,870.25  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:   1,381,200.00
                               P & I AMT:      9,322.81
                               UPB AMT:   1,379,650.73

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           53
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704455     MORTGAGORS: BOTTINI              JOHN
                               BOTTINI              TANYA
    REGION CODE    ADDRESS   : 24 DARTMOUTH DRIVE
        02         CITY      :    FRAMINGHAM
                   STATE/ZIP : MA  01701
    MORTGAGE AMOUNT :   305,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,033.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,110.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.98500
    ----------------------------------------------------------------
0   0007704463     MORTGAGORS: GRIFFIN              DAVID
                               GRIFFIN              KATHY
    REGION CODE    ADDRESS   : 25 DEL PRETE DRIVE
        02         CITY      :    HINGHAM
                   STATE/ZIP : MA  02043
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,452.27  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 :                 63.63600
    ----------------------------------------------------------------
0   0007704471     MORTGAGORS: HICKS                DAVID
                               BLACK                REBECCA
    REGION CODE    ADDRESS   : 6234 CHATNAM DRIVE SOUTH
        02         CITY      :    SEATTLE
                   STATE/ZIP : WA  98118
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,769.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,012.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.22700
    ----------------------------------------------------------------
0   0007704489     MORTGAGORS: SCHRAGER             JEFFREY
                               SCHRAGER             LISA
    REGION CODE    ADDRESS   : 304 S 92ND STREET
        02         CITY      :    OMAHA
                   STATE/ZIP : NE  68114
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,334.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,899.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.38460
    ----------------------------------------------------------------
0   0007704497     MORTGAGORS: THOMPSON             DAVID
                               THOMPSON             PATRICIA
    REGION CODE    ADDRESS   : 348 SUMMER STREET
        02         CITY      :    MANCHESTER-BY-THE-SEA
                   STATE/ZIP : MA  01944
    MORTGAGE AMOUNT :   311,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,522.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,534.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/18
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 66.31900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,687,200.00
                               P & I AMT:     11,944.22
                               UPB AMT:   1,684,113.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           54
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704513     MORTGAGORS: HAY                  ROBERT
                               HAY                  ANN
    REGION CODE    ADDRESS   : 12587 LAKE COVENTRY DRIVE
        02         CITY      :    BEALTON
                   STATE/ZIP : VA  22186
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,426.40  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 :                 87.77700
    ----------------------------------------------------------------
0   0007704521     MORTGAGORS: DOUSE                MARION
                               SOWINSKA-DOUSE       ANNA
    REGION CODE    ADDRESS   : 67 ARELL COURT
        02         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22304
    MORTGAGE AMOUNT :   261,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,815.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,869.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 93.21400
    ----------------------------------------------------------------
0   0007704539     MORTGAGORS: BUDZYNSKI            THOMAS
                               BUDZYNSKI            JAN
    REGION CODE    ADDRESS   : 21501 LAKE GEORGE BOULEVARD N.W.
        02         CITY      :    OAK GROVE
                   STATE/ZIP : MN  55303
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.71900
    ----------------------------------------------------------------
0   0007704547     MORTGAGORS: STONE                ANDREW
                               STONE                ROSEANNE
    REGION CODE    ADDRESS   : 3839 STONE ROAD, RR#2
        02         CITY      :    SPRINGFIELD
                   STATE/ZIP : IL  62707
    MORTGAGE AMOUNT :   283,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,979.08  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 :                 76.23100
    ----------------------------------------------------------------
0   0007704562     MORTGAGORS: SACKS                SCOTT
                               SACKS                CELESTE
    REGION CODE    ADDRESS   : 424 MALLARD LANE
        02         CITY      :    WESTON
                   STATE/ZIP : FL  33327
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,358.96  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 :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,589,200.00
                               P & I AMT:     11,031.70
                               UPB AMT:   1,587,307.19

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           55
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704570     MORTGAGORS: HENSON               WILLIAM

    REGION CODE    ADDRESS   : 1231 5TH AVENUE NORTH UNIT 401
        02         CITY      :    SEATTLE
                   STATE/ZIP : WA  98108
    MORTGAGE AMOUNT :   495,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,813.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,378.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704588     MORTGAGORS: HIATT                JOHN
                               HIATT                DAWN
    REGION CODE    ADDRESS   : 10548 CHESTNUT HILL COURT
        02         CITY      :    FISHERS
                   STATE/ZIP : IN  46038
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,643.95  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 :                 79.54500
    ----------------------------------------------------------------
0   0007704596     MORTGAGORS: DANE                 FRANCIS
                               DANE                 MARGI
    REGION CODE    ADDRESS   : 795 SOUTHWEST MENEFEE LANE
        02         CITY      :    PORTLAND
                   STATE/ZIP : OR  97201
    MORTGAGE AMOUNT :   337,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    337,084.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,331.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704604     MORTGAGORS: ROSENTHAL            LINDA
                               HOLFORD              JOHN
    REGION CODE    ADDRESS   : 10905 TIMBERMILL COURT
        02         CITY      :    OAKTON
                   STATE/ZIP : VA  22124
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.41800
    ----------------------------------------------------------------
0   0007704612     MORTGAGORS: COLVILLE             DAVID
                               COLVILLE             RONNI
    REGION CODE    ADDRESS   : 57 JEFFERSON DRIVE
        02         CITY      :    RIDGEFIELD
                   STATE/ZIP : CT  06877
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,572.58  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 :                 73.68400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,712,800.00
                               P & I AMT:     11,760.61
                               UPB AMT:   1,707,865.22

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           56
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704620     MORTGAGORS: ANDRY                JO

    REGION CODE    ADDRESS   : 16 CRAIG LANE
        02         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   422,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    421,670.80  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,878.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.18000
    ----------------------------------------------------------------
0   0007704638     MORTGAGORS: CHAO                 BENJAMIN

    REGION CODE    ADDRESS   : 4578 WINTERGREEN DRIVE
        02         CITY      :    TROY
                   STATE/ZIP : MI  48098
    MORTGAGE AMOUNT :   353,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,433.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,378.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 78.44400
    ----------------------------------------------------------------
0   0007704646     MORTGAGORS: VON DER LUFT         HANS
                               VON DER LUFT         STEPHANIE
    REGION CODE    ADDRESS   : 56 SCHOOL STREET
        02         CITY      :    HINGHAM
                   STATE/ZIP : MA  02043
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0007704653     MORTGAGORS: GOULEMAS             JASON
                               GOULEMAS             LISA
    REGION CODE    ADDRESS   : 4 BIRCH TREE DRIVE
        02         CITY      :    GEORGETOWN
                   STATE/ZIP : MA  01833
    MORTGAGE AMOUNT :   351,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,450.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,394.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007704661     MORTGAGORS: ROE                  FRANK
                               LIVINGSTON           KELLY
    REGION CODE    ADDRESS   : 110 CHERRY STREET
        02         CITY      :    NEWTON
                   STATE/ZIP : MA  02165
    MORTGAGE AMOUNT :   247,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,622.95  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 :                 79.93500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,673,000.00
                               P & I AMT:     11,429.45
                               UPB AMT:   1,670,949.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           57
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704687     MORTGAGORS: STILLWAGON           JOSEPH

    REGION CODE    ADDRESS   : 105 TEMPLE HOLLOW CIR
        02         CITY      :    NASHVILLE
                   STATE/ZIP : TN  37221
    MORTGAGE AMOUNT :   244,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,473.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,526.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.37500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0007704703     MORTGAGORS: LINDBERG             DAVID
                               LINDBERG             REBECCA
    REGION CODE    ADDRESS   : 4629 ARDEN AVENUE SOUTH
        02         CITY      :    EDINA
                   STATE/ZIP : MN  55424
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,381.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,228.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 77.01100
    ----------------------------------------------------------------
0   0007704711     MORTGAGORS: THOMAS               TERRY

    REGION CODE    ADDRESS   : 11018 LAKESIDE AVE NE
        02         CITY      :    SEATTLE
                   STATE/ZIP : WA  98125
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,615.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.87000
    ----------------------------------------------------------------
0   0007704729     MORTGAGORS: LINARD               HOMER
                               LINARD               LAURIE
    REGION CODE    ADDRESS   : 4553 OAK POINTE
        02         CITY      :    BRIGHTON
                   STATE/ZIP : MI  48116
    MORTGAGE AMOUNT :   487,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    486,218.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,281.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.07100
    ----------------------------------------------------------------
0   0007704737     MORTGAGORS: CZARNECKI            JOHN
                               CZARNECKI            HEATHER
    REGION CODE    ADDRESS   : 108 HAWKINS CIRCLE
        02         CITY      :    WHEATON
                   STATE/ZIP : IL  60187
    MORTGAGE AMOUNT :   314,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,761.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,168.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 71.68949
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,626,700.00
                               P & I AMT:     10,883.26
                               UPB AMT:   1,624,449.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           58
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704745     MORTGAGORS: PRESS                ERIC
                               PRESS                KATY
    REGION CODE    ADDRESS   : 14133 DOWNING ST
        02         CITY      :    BRIGHTON
                   STATE/ZIP : CO  80601
    MORTGAGE AMOUNT :   267,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,296.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,847.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.67600
    ----------------------------------------------------------------
0   0007704752     MORTGAGORS: WOLF                 THOMAS

    REGION CODE    ADDRESS   : 5751 EAST NASSAU PLACE
        02         CITY      :    ENGLEWOOD
                   STATE/ZIP : CO  80111
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,574.91  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 :                 74.64700
    ----------------------------------------------------------------
0   0007704760     MORTGAGORS: DEENY                JON
                               DEENY                JENNIFER
    REGION CODE    ADDRESS   : 17518 SOUTHEAST 46TH STREET
        02         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98006
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,499.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 59.53400
    ----------------------------------------------------------------
0   0007704778     MORTGAGORS: CZARNECKI            JOSEPH

    REGION CODE    ADDRESS   : 303 TEROMI TRAIL
        02         CITY      :    MILFORD TWP
                   STATE/ZIP : MI  48381
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,561.82  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   0007704786     MORTGAGORS: COTT                 GARY
                               COTT                 ALEXANDRA
    REGION CODE    ADDRESS   : 16 CHARTER OAK DRIVE
        02         CITY      :    WILTON
                   STATE/ZIP : CT  06897
    MORTGAGE AMOUNT :   362,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    361,717.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,469.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 57.00700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,494,500.00
                               P & I AMT:     10,195.45
                               UPB AMT:   1,492,650.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           59
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704794     MORTGAGORS: METELL               JOSEPH
                               PETRELLI             NICHOLAS
    REGION CODE    ADDRESS   : 21 LINDEN HEIGHTS
        02         CITY      :    NORWALK
                   STATE/ZIP : CT  06861
    MORTGAGE AMOUNT :   249,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,805.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,698.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.32800
    ----------------------------------------------------------------
0   0007704802     MORTGAGORS: BRANDENBURG          ERIC
                               BRANDENBURG          JUANITA
    REGION CODE    ADDRESS   : 14450 NORTHEAST REX HILL COURT
        02         CITY      :    NEWBERG
                   STATE/ZIP : OR  97132
    MORTGAGE AMOUNT :   337,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    336,945.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,245.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007704810     MORTGAGORS: JENNINGS             JERRY
                               JENNINGS             PAULA
    REGION CODE    ADDRESS   : 416 NATCHEZ TRACE
        02         CITY      :    SPRINGFIELD
                   STATE/ZIP : IL  62707
    MORTGAGE AMOUNT :   317,071.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,823.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,162.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.68500
    ----------------------------------------------------------------
0   0007704828     MORTGAGORS: KAMOWSKI             DAVID
                               MC GEADY             MARY
    REGION CODE    ADDRESS   : 205 BIRCHWOOD DRIVE
        02         CITY      :    BARRINGTON
                   STATE/ZIP : IL  60010
    MORTGAGE AMOUNT :   286,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,151.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,955.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.65000
    ----------------------------------------------------------------
0   0007704836     MORTGAGORS: SKINNER              GREGORY
                               SITES                KAREN
    REGION CODE    ADDRESS   : 10998 WHITEHAWK STREET
        02         CITY      :    PLANTATION
                   STATE/ZIP : FL  33324
    MORTGAGE AMOUNT :   317,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,115.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,193.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.98300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,507,771.00
                               P & I AMT:     10,255.70
                               UPB AMT:   1,505,841.17

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           60
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704844     MORTGAGORS: LEMIEUX              LOIS

    REGION CODE    ADDRESS   : 1035 WEST HILL DRIVE
        02         CITY      :    GATES MILLS
                   STATE/ZIP : OH  44040
    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     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704851     MORTGAGORS: PLASTER              GARY
                               PLASTER              BEVERLY
    REGION CODE    ADDRESS   : 995 MAPLEWOOD ROAD
        02         CITY      :    LAKE FOREST
                   STATE/ZIP : IL  60045
    MORTGAGE AMOUNT :   441,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    441,219.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,864.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704869     MORTGAGORS: BRAVOS               CHRISTOPHER
                               BRAVOS               ATHENA
    REGION CODE    ADDRESS   : 310 N. LINCOLN AVE
        02         CITY      :    PARK RIDGE
                   STATE/ZIP : IL  60068
    MORTGAGE AMOUNT :   258,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,803.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,781.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.98400
    ----------------------------------------------------------------
0   0007704877     MORTGAGORS: VIDAS                SCOTT
                               VIDAS                BRIGITTE
    REGION CODE    ADDRESS   : 1700 BRANT CIRCLE
        02         CITY      :    EAGAN
                   STATE/ZIP : MN  55122
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,278.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,869.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.00000
    ----------------------------------------------------------------
0   0007704893     MORTGAGORS: SIEGEL               LAWRENCE
                               SIEGEL               ELENA
    REGION CODE    ADDRESS   : 8052 GRAND AVENUE
        02         CITY      :    BAINBRIDGE ISLAND
                   STATE/ZIP : WA  98110
    MORTGAGE AMOUNT :   317,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,015.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,192.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 42.33300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,714,600.00
                               P & I AMT:     11,609.45
                               UPB AMT:   1,712,675.76

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           61
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704901     MORTGAGORS: ARON                 BARRY

    REGION CODE    ADDRESS   : 219 MASSBURY STREET
        02         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   388,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,362.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,581.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704919     MORTGAGORS: FANUCCHI             CHARLES
                               FANUCCHI             DENISE
    REGION CODE    ADDRESS   : 2069 CHESHIRE
        02         CITY      :    HOFFMAN ESTATES
                   STATE/ZIP : IL  60192
    MORTGAGE AMOUNT :   257,838.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,444.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,780.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.12500
    ----------------------------------------------------------------
0   0007704927     MORTGAGORS: BURKHART             JOHN
                               BURKHART             WENDY
    REGION CODE    ADDRESS   : 4125 PINTAIL LANE
        02         CITY      :    COLORADO SPRINGS
                   STATE/ZIP : CO  80918
    MORTGAGE AMOUNT :   331,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,741.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,258.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.56700
    ----------------------------------------------------------------
0   0007704935     MORTGAGORS: GRIMM                JEFFREY
                               WEBB                 CHRISTINE
    REGION CODE    ADDRESS   : 13193 NW MASON HILL ROAD
        02         CITY      :    HILLSBORO
                   STATE/ZIP : OR  97124
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704968     MORTGAGORS: WARD                 DANIEL
                               WARD                 LISA
    REGION CODE    ADDRESS   : 4 ROYAL BIRKDALE
        02         CITY      :    SPRINGBORO
                   STATE/ZIP : OH  45066
    MORTGAGE AMOUNT :   271,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,019.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,738.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,580,338.00
                               P & I AMT:     10,623.48
                               UPB AMT:   1,578,308.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           62
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007704976     MORTGAGORS: RUSSELL              STEVEN
                               RUSSELL              ANNE
    REGION CODE    ADDRESS   : 7868 S. ARMADILLO TRAIL
        02         CITY      :    EVERGREEN
                   STATE/ZIP : CO  80439
    MORTGAGE AMOUNT :   319,920.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,664.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,155.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007704984     MORTGAGORS: PUGH                 GUY

    REGION CODE    ADDRESS   : 25 PETER PARLEY ROAD
        02         CITY      :    JAMAICA PLAIN
                   STATE/ZIP : MA  02130
    MORTGAGE AMOUNT :   269,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,905.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,904.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007704992     MORTGAGORS: DUMPH                EDWARD
                               DUMPH                BETTY
    REGION CODE    ADDRESS   : 1452 WELD COUNTY ROAD 41
        02         CITY      :    HUDSON
                   STATE/ZIP : CO  80642
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    423,288.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,892.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.81100
    ----------------------------------------------------------------
0   0007705007     MORTGAGORS: SHAEFFER             ALAN
                               LYNCH                SUSAN
    REGION CODE    ADDRESS   : 5305 HAMPDEN LAND
        02         CITY      :    BETHESDA
                   STATE/ZIP : MD  20814
    MORTGAGE AMOUNT :   460,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    459,641.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,138.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.71428
    ----------------------------------------------------------------
0   0007705015     MORTGAGORS: WOLFSON              LYN

    REGION CODE    ADDRESS   : 1624 WEST ERIE STREET
        02         CITY      :    CHICAGO
                   STATE/ZIP : IL  60622
    MORTGAGE AMOUNT :   289,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,785.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,020.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.06400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,762,020.00
                               P & I AMT:     12,111.21
                               UPB AMT:   1,760,284.19

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           63
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705023     MORTGAGORS: WILKINSON            JEFFREY
                               WILKINSON            LESA
    REGION CODE    ADDRESS   : 772 EEAST FOREST SIDE CIRCLE
        02         CITY      :    MURRAY
                   STATE/ZIP : UT  84107
    MORTGAGE AMOUNT :   450,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    449,278.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,031.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 72.81500
    ----------------------------------------------------------------
0   0007705049     MORTGAGORS: VOLKMANN             DONALD
                               VOLKMANN             CHRISTINA
    REGION CODE    ADDRESS   : 3644 LOVEJOY COURT NORTHEAST
        02         CITY      :    OLYMPIA
                   STATE/ZIP : WA  98506
    MORTGAGE AMOUNT :   620,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    619,991.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,128.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.55100
    ----------------------------------------------------------------
0   0007705056     MORTGAGORS: DIAMOND              JONATHON
                               DIAMOND              PAMELA
    REGION CODE    ADDRESS   : 7860 S.E. 62ND STREET
        02         CITY      :    MERCER ISLAND
                   STATE/ZIP : WA  98040
    MORTGAGE AMOUNT :   533,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    532,186.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,681.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.54545
    ----------------------------------------------------------------
0   0007705064     MORTGAGORS: PRAKASH              DIVYA
                               PRAKASH              MONISHA
    REGION CODE    ADDRESS   : 10 FIREBRICK ROAD
        02         CITY      :    SHARON
                   STATE/ZIP : MA  02067
    MORTGAGE AMOUNT :   300,160.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,690.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,047.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705072     MORTGAGORS: BATHE                DAVID
                               BATHE                BETH
    REGION CODE    ADDRESS   : 230 MOORE AVENUE S.E.
        02         CITY      :    VIENNA
                   STATE/ZIP : VA  22180
    MORTGAGE AMOUNT :   344,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,286.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,410.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.15000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,248,460.00
                               P & I AMT:     15,299.76
                               UPB AMT:   2,245,432.78

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           64
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705080     MORTGAGORS: PAVLIK               MICHAEL
                               PAVLIK               JULIE
    REGION CODE    ADDRESS   : 6635 N PRAYING MONK ROAD
        02         CITY      :    PARADISE VALLEY
                   STATE/ZIP : AZ  85253
    MORTGAGE AMOUNT :   264,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,899.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,824.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 58.81960
    ----------------------------------------------------------------
0   0007705106     MORTGAGORS: LARSON               TIMOTHY
                               O'DONNELL            KATHLEEN
    REGION CODE    ADDRESS   : 4600 COLFAX AVENUE SOUTH
        02         CITY      :    MINNEAPOLIS
                   STATE/ZIP : MN  55409
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,776.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,886.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705122     MORTGAGORS: O'DONNELL            TIMOTHY
                               O'DONNELL            BILLIE
    REGION CODE    ADDRESS   : 16944-81ST PLACE NORTH
        02         CITY      :    MAPLE GROVE
                   STATE/ZIP : MN  55311
    MORTGAGE AMOUNT :   262,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,594.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,792.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705130     MORTGAGORS: SWARTZWELTER         JAY
                               SWARTZWELTER         DIANA
    REGION CODE    ADDRESS   : 8324 GREENWOOD DRIVE
        02         CITY      :    NIWOT
                   STATE/ZIP : CO  80503
    MORTGAGE AMOUNT :   574,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    574,151.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,919.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.61300
    ----------------------------------------------------------------
0   0007705148     MORTGAGORS: SALFI                PAUL
                               SALFI                AMY
    REGION CODE    ADDRESS   : 5111 NEWPORT AVENUE
        02         CITY      :    BETHESDA
                   STATE/ZIP : MD  20816
    MORTGAGE AMOUNT :   245,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,303.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,653.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.96742
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,627,000.00
                               P & I AMT:     11,077.01
                               UPB AMT:   1,625,725.56

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           65
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705155     MORTGAGORS: LOKEN                TIMOTHY
                               LOKEN                JULIE
    REGION CODE    ADDRESS   : 5235 N. ARM DRIVE
        02         CITY      :    MINNETRISTA
                   STATE/ZIP : MN  55364
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,494.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,122.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 71.59000
    ----------------------------------------------------------------
0   0007705163     MORTGAGORS: NIEDERGERKE          THOMAS
                               NIEDERGERKE          DEBORAH
    REGION CODE    ADDRESS   : 5103 NORTHEAST 44TH STREET
        02         CITY      :    SEATTLE
                   STATE/ZIP : WA  98105
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,747.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,293.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705171     MORTGAGORS: MILINOVICH           MICHAEL
                               MILINOVICH           MARTHA
    REGION CODE    ADDRESS   : 20626 NORTH 83RD PLACE
        02         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85255
    MORTGAGE AMOUNT :   402,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    401,678.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,708.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.93700
    ----------------------------------------------------------------
0   0007705189     MORTGAGORS: WHITCOMB             KYLE
                               WHITCOMB             DEBORAH
    REGION CODE    ADDRESS   : 1390 LUDLOW RD
        02         CITY      :    XENIA
                   STATE/ZIP : OH  45385
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,768.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,026.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.20000
    ----------------------------------------------------------------
0   0007705197     MORTGAGORS: INFELISE             PHILLIP
                               ALBRITTON            PHYLLIS
    REGION CODE    ADDRESS   : 27567 MOUNTAIN PARK ROAD
        02         CITY      :    EVERGREEN
                   STATE/ZIP : CO  80439
    MORTGAGE AMOUNT :   258,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,103.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,784.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 64.57500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,604,300.00
                               P & I AMT:     10,933.67
                               UPB AMT:   1,602,792.40

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           66
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705213     MORTGAGORS: WADE                 JOHN
                               WADE                 ELIZABETH
    REGION CODE    ADDRESS   : 19535 NORTHEAST 188TH STREET
        02         CITY      :    WOODINVILLE
                   STATE/ZIP : WA  98072
    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     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705221     MORTGAGORS: MONROE               WILLIAM
                               MONROE               DONNA
    REGION CODE    ADDRESS   : 6217 OLD MILITARY RD
        02         CITY      :    WILMINGTON
                   STATE/ZIP : NC  28409
    MORTGAGE AMOUNT :   322,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    322,254.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,227.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007705239     MORTGAGORS: YAHKIND              ALEXANDER
                               YAHKIND              VERONICA
    REGION CODE    ADDRESS   : 4078 MARLWOOD DRIVE
        02         CITY      :    WEST BLOOMFIELD
                   STATE/ZIP : MI  48323
    MORTGAGE AMOUNT :   268,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,896.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,851.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.03400
    ----------------------------------------------------------------
0   0007705247     MORTGAGORS: GALVIN               DAN
                               GALVIN               SANDRA
    REGION CODE    ADDRESS   : 715 MARINER
        02         CITY      :    AUSTIN
                   STATE/ZIP : TX  78734
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,434.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,288.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705254     MORTGAGORS: REED                 DONALD
                               REED                 GALE
    REGION CODE    ADDRESS   : 2210 ENCANTO DRIVE NORTHEAST
        02         CITY      :    PHOENIX
                   STATE/ZIP : AZ  85007
    MORTGAGE AMOUNT :   322,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    322,510.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,256.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.35200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,501,350.00
                               P & I AMT:     10,351.50
                               UPB AMT:   1,499,918.87

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           67
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705262     MORTGAGORS: NIEMIEC              EDWARD
                               NIEMIEC              SUZANNE
    REGION CODE    ADDRESS   : 420 FOX COURT
        02         CITY      :    ST CHARLES
                   STATE/ZIP : IL  60174
    MORTGAGE AMOUNT :   283,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,979.08  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   0007705270     MORTGAGORS: CLARK                DAVID
                               CLARK                CYNDI
    REGION CODE    ADDRESS   : 1836 STONEBRIDGE
        02         CITY      :    ANN ARBOR
                   STATE/ZIP : MI  48104
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705288     MORTGAGORS: JUNEAU               DAVID
                               JUNEAU               DEBORAH
    REGION CODE    ADDRESS   : 35 TAVERN CIRCLE
        02         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,748.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,893.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 47.09600
    ----------------------------------------------------------------
0   0007705296     MORTGAGORS: MOSHIER              CHRISTOPHER
                               MOSHIER              NANCY
    REGION CODE    ADDRESS   : 523 ARGYLE BLVD.
        02         CITY      :    BIRMINGHAM
                   STATE/ZIP : MI  48009
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,775.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,194.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 61.63021
    ----------------------------------------------------------------
0   0007705304     MORTGAGORS: BERSON               RICHARD
                               BERSON               DJAMILA
    REGION CODE    ADDRESS   : 18120 NW 16TH STREET
        02         CITY      :    PEMBROKE PINES
                   STATE/ZIP : FL  33029
    MORTGAGE AMOUNT :   240,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,354.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,601.72  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:   1,545,950.00
                               P & I AMT:     10,486.85
                               UPB AMT:   1,544,529.81

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           68
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705312     MORTGAGORS: SWAN                 CYNTHIA
                               GAGE                 ROBERT
    REGION CODE    ADDRESS   : 4284 GADWALL COURT
        02         CITY      :    EAGAN
                   STATE/ZIP : MN  55122
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705320     MORTGAGORS: CHECK                JOEL
                               CHECK                LAUREL
    REGION CODE    ADDRESS   : 47544 SE 137TH STREET
        02         CITY      :    NORTH BEND
                   STATE/ZIP : WA  98045
    MORTGAGE AMOUNT :   291,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,076.70  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,063.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 74.74300
    ----------------------------------------------------------------
0   0007705338     MORTGAGORS: O'TOOLE              MICHAEL
                               MCDANIEL             MINDY
    REGION CODE    ADDRESS   : 5654 SOUTH JACKPINE ROAD
        02         CITY      :    EVERGREEN
                   STATE/ZIP : CO  80440
    MORTGAGE AMOUNT :   346,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,716.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,301.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 72.08300
    ----------------------------------------------------------------
0   0007705346     MORTGAGORS: ADAMS                A.
                               ADAMS                PAMELA
    REGION CODE    ADDRESS   : 1619 HARBOR AVENUE SOUTHWEST UNIT 4
        02         CITY      :    SEATTLE
                   STATE/ZIP : WA  98126
    MORTGAGE AMOUNT :   484,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    483,631.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,342.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705361     MORTGAGORS: FOLEY                KEVIN
                               FOLEY                ELIZABETH
    REGION CODE    ADDRESS   : 6349 OISIN COURT
        02         CITY      :    DUBLIN
                   STATE/ZIP : OH  43017
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,623,500.00
                               P & I AMT:     11,132.56
                               UPB AMT:   1,622,033.19

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           69
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705379     MORTGAGORS: PHELAN               JOHN
                               PHELAN               ANNE
    REGION CODE    ADDRESS   : 5806 WINDSONA CIRCLE
        02         CITY      :    FITCHBURG
                   STATE/ZIP : WI  53711
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.59574
    ----------------------------------------------------------------
0   0007705387     MORTGAGORS: EHLERT               KURT
                               EHLERT               LORI
    REGION CODE    ADDRESS   : 1585 BARRINGTON WOODS DRIVE
        02         CITY      :    BROOKFIELD
                   STATE/ZIP : WI  53045
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.17800
    ----------------------------------------------------------------
0   0007705395     MORTGAGORS: WAGNER               CLYDE
                               WAGNER               DEBRA
    REGION CODE    ADDRESS   : 8650 136TH STREET NORTH
        02         CITY      :    HUGO
                   STATE/ZIP : MN  55038
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.26300
    ----------------------------------------------------------------
0   0007705403     MORTGAGORS: GRAVES               RONALD
                               GRAVES               RHONDA
    REGION CODE    ADDRESS   : 1181 O'RYAN TRAIL NORTH
        02         CITY      :    WEST LAKELAND TOWNSHIP
                   STATE/ZIP : MN  55082
    MORTGAGE AMOUNT :   263,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,694.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,800.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0007705411     MORTGAGORS: GROTH                KARI-LU
                               JANSA                MARK
    REGION CODE    ADDRESS   : 14731 COPPERFIELD PLACE
        02         CITY      :    MINNETONKA
                   STATE/ZIP : MN  55391
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,750.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,102.01  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:   1,510,900.00
                               P & I AMT:     10,311.22
                               UPB AMT:   1,509,722.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           70
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705445     MORTGAGORS: BLECK                PATRICK

    REGION CODE    ADDRESS   : 4021 39TH AVENUE SOUTHWEST
        02         CITY      :    SEATTLE
                   STATE/ZIP : WA  98116
    MORTGAGE AMOUNT :   260,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,902.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,796.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0007705452     MORTGAGORS: KELLEY               GAIL
                               NOSTE                JOAN
    REGION CODE    ADDRESS   : 5629 94TH PLACE SOUTHWEST
        02         CITY      :    MUKILTEO
                   STATE/ZIP : WA  98275
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,772.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.02700
    ----------------------------------------------------------------
0   0007705460     MORTGAGORS: CAMASTRAL            BRIAN
                               CAMASTRAL            LYNN
    REGION CODE    ADDRESS   : 2005 GREENWOOD
        02         CITY      :    WILMETTE
                   STATE/ZIP : IL  60091
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    391,662.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,542.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705494     MORTGAGORS: NORRIS               TIMOTHY
                               NORRIS               AMANDA
    REGION CODE    ADDRESS   : 5941 WOODTHRUSH LANE
        02         CITY      :    WEST CHESTER
                   STATE/ZIP : OH  45069
    MORTGAGE AMOUNT :   277,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,789.23  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,913.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.14200
    ----------------------------------------------------------------
0   0007705502     MORTGAGORS: SMITH                ROBERT
                               SMITH                NATALIE
    REGION CODE    ADDRESS   : 11908 PINEY GLEN LANE
        02         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   447,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    446,642.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,011.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.96400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,661,100.00
                               P & I AMT:     11,183.75
                               UPB AMT:   1,659,768.43

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           71
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705536     MORTGAGORS: AUSTIN               KEVIN
                               AUSTIN               ALICIA
    REGION CODE    ADDRESS   : 1518 148TH PLACE S.E.
        02         CITY      :    MILL CREEK
                   STATE/ZIP : WA  98012
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,762.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,073.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705544     MORTGAGORS: DEMUTH               ROBERT
                               DEMUTH               BRENDA
    REGION CODE    ADDRESS   : 7538 CROWN POINT DRIVE
        02         CITY      :    HUDSON
                   STATE/ZIP : OH  44236
    MORTGAGE AMOUNT :   344,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    343,738.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,375.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007705551     MORTGAGORS: GARDENER             JAMES
                               GARDENER             MARILYN
    REGION CODE    ADDRESS   : 2603 TROTTERS RUN
        02         CITY      :    BLOOMINGTON
                   STATE/ZIP : IN  47401
    MORTGAGE AMOUNT :   258,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,543.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,743.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0007705577     MORTGAGORS: POPE                 FREDERICK

    REGION CODE    ADDRESS   : 1184 EAGLE DRIVE
        02         CITY      :    AVON
                   STATE/ZIP : CO  81620
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,752.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,088.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 37.80400
    ----------------------------------------------------------------
0   0007705585     MORTGAGORS: MILLER               ROBERT
                               MILLER               DEBRA
    REGION CODE    ADDRESS   : 1901 KING EDWARD AVENUE
        02         CITY      :    ST CHARLES
                   STATE/ZIP : IL  60174
    MORTGAGE AMOUNT :   327,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,444.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,235.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,544,450.00
                               P & I AMT:     10,517.02
                               UPB AMT:   1,543,240.64

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           72
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0007705593     MORTGAGORS: MULCAHY              PATRICK
                               MULCAHY              KATHRYN
    REGION CODE    ADDRESS   : 20685 BARTLETT COURT
        02         CITY      :    BROOKFIELD
                   STATE/ZIP : WI  53045
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0007706195     MORTGAGORS: MESTEL               ZELIG
                               MESTEL               RITA
    REGION CODE    ADDRESS   : 4598 HAZLETON LANE
        02         CITY      :    LAKE WORTH
                   STATE/ZIP : FL  33467
    MORTGAGE AMOUNT :   236,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    235,416.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,570.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.19400
    ----------------------------------------------------------------
0   0007706278     MORTGAGORS: SASTRY               HIMAMSHU
                               SASTRY               SHOBHA
    REGION CODE    ADDRESS   : 2887 WILD GINGER CT
        02         CITY      :    WINTER PARK
                   STATE/ZIP : FL  32792
    MORTGAGE AMOUNT :   305,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,281.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,080.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.75400
    ----------------------------------------------------------------
0   0007706401     MORTGAGORS: MAYSE                KENNETH
                               MAYSE                SHELLY
    REGION CODE    ADDRESS   : 10124 FOXHURST COURT
        02         CITY      :    ORLANDO
                   STATE/ZIP : FL  32836
    MORTGAGE AMOUNT :   242,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,042.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,675.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.99200
    ----------------------------------------------------------------
0   0031200835     MORTGAGORS: LANZANO              JAMES
                               LANZANO              REBECCA
    REGION CODE    ADDRESS   : BLUE HERON ROAD
        01         CITY      :    BLOOMING GROVE
                   STATE/ZIP : NY  10914
    MORTGAGE AMOUNT :   350,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,833.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,418.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 93.48400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,453,700.00
                               P & I AMT:      9,981.88
                               UPB AMT:   1,451,337.07

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           73
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031329832     MORTGAGORS: DIONISIO             ARNEL
                               DIONISIO             EDWINA
    REGION CODE    ADDRESS   : 25836 CLEAR SPRINGS COURT
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   288,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,463.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,920.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98300
    ----------------------------------------------------------------
0   0031549538     MORTGAGORS: NOBLE                FRED
                               NOBLE                MARION
    REGION CODE    ADDRESS   : 3433 CAMINO CORTE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 67.24900
    ----------------------------------------------------------------
0   0031550700     MORTGAGORS: STEWART              GREGORY
                               STEWART              MARY
    REGION CODE    ADDRESS   : 107 BROWNING CIRCLE
        01         CITY      :    NORTH WALES
                   STATE/ZIP : PA  19454
    MORTGAGE AMOUNT :   273,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,947.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,909.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.99300
    ----------------------------------------------------------------
0   0031608169     MORTGAGORS: MANDANIS             STEFAN
                               MANDANIS             MELODIE
    REGION CODE    ADDRESS   : 15010 WHITETAIL WAY
        01         CITY      :    DARNESTOWN
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   313,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,311.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,165.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0031616964     MORTGAGORS: FINKELSTEIN          SUSAN

    REGION CODE    ADDRESS   : 1140 STURGES HIGHWAY
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06430
    MORTGAGE AMOUNT :   625,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    625,158.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,481.88  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:   1,801,000.00
                               P & I AMT:     12,601.52
                               UPB AMT:   1,799,880.50

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           74
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031640766     MORTGAGORS: THIENEL              ANDREAS
                               THIENEL              SANDRA
    REGION CODE    ADDRESS   : 58 WOODLAND DRIVE
        01         CITY      :    OYSTER BAY COVE
                   STATE/ZIP : NY  11771
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.47000
    ----------------------------------------------------------------
0   0031643471     MORTGAGORS: LOBL                 RICHARD

    REGION CODE    ADDRESS   : 114-114 1/2 AMETHYST AVENUE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92662
    MORTGAGE AMOUNT :   520,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    519,244.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,680.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 61.17600
    ----------------------------------------------------------------
0   0031650864     MORTGAGORS: APGAR                DAVID
                               MOELLER              ANN
    REGION CODE    ADDRESS   : 2804 DUMBARTON STREET NW
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20007
    MORTGAGE AMOUNT :   372,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    371,079.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,474.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031656382     MORTGAGORS: LEWIS                PAUL
                               LEWIS                MARI
    REGION CODE    ADDRESS   : 6706 DESCO DRIVE
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75225
    MORTGAGE AMOUNT :   630,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    628,952.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,354.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.49500
    ----------------------------------------------------------------
0   0031656812     MORTGAGORS: RUMBLE               BARRY
                               RUMBLE               KATHLEEN
    REGION CODE    ADDRESS   : 815 DANDY LOOP RD
        01         CITY      :    YORKTOWN
                   STATE/ZIP : VA  23692
    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     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.02000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,472,400.00
                               P & I AMT:     17,070.90
                               UPB AMT:   2,468,324.27

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           75
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031657364     MORTGAGORS: KLOTZ                MICHAEL
                               KLOTZ                TERRY
    REGION CODE    ADDRESS   : 6 WINSLOW ROAD
        01         CITY      :    WHITE PLAINS
                   STATE/ZIP : NY  10606
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,768.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,953.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0031657521     MORTGAGORS: BENNETT              MAURICE
                               BENNETT              SAMANTHA
    REGION CODE    ADDRESS   : 127-129 27TH STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94110
    MORTGAGE AMOUNT :   410,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    409,680.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,796.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.92900
    ----------------------------------------------------------------
0   0031658131     MORTGAGORS: HURLEY               THOMAS
                               HURLEY               DIANE
    REGION CODE    ADDRESS   : 75 PARKVIEW DRIVE
        01         CITY      :    TOWNSHIP OF ROXBURY
                   STATE/ZIP : NJ  07886
    MORTGAGE AMOUNT :   264,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,928.28  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,894.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 92.97000
    ----------------------------------------------------------------
0   0031660004     MORTGAGORS: CLIFTON              RANDY
                               CLIFTON              MARY ANN
    REGION CODE    ADDRESS   : 140 OMALLEY ROAD
        01         CITY      :    MARLBORO
                   STATE/ZIP : MA  01752
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,794.06  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 :                 77.48500
    ----------------------------------------------------------------
0   0031660236     MORTGAGORS: PALMITER             JAMES
                               PALMITER             SUSAN
    REGION CODE    ADDRESS   : 24 SPRING HOLLOW DRIVE
        01         CITY      :    HOPEWELL
                   STATE/ZIP : NJ  08525
    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     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.78900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,589,500.00
                               P & I AMT:     10,948.14
                               UPB AMT:   1,582,634.57

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           76
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031660772     MORTGAGORS: CHATTERJEE           RANENDRA
                               CHATTERJEE           RUPA
    REGION CODE    ADDRESS   : 410 HIGHLAND STREET
        01         CITY      :    MILTON
                   STATE/ZIP : MA  02186
    MORTGAGE AMOUNT :   415,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,795.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.45400
    ----------------------------------------------------------------
0   0031662067     MORTGAGORS: SUHRE                NEIL
                               SUHRE                LAUREN
    REGION CODE    ADDRESS   : 704 PEACH TREE DRIVE
        01         CITY      :    WEST CHESTER
                   STATE/ZIP : PA  19380
    MORTGAGE AMOUNT :   331,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,855.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,204.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.85500
    ----------------------------------------------------------------
0   0031662091     MORTGAGORS: PUMPHREY             W.
                               PUMPHREY             JOANNA
    REGION CODE    ADDRESS   : 3406 CASILEAR ROAD
        01         CITY      :    FALLS CHURCH
                   STATE/ZIP : VA  22042
    MORTGAGE AMOUNT :   273,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,751.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031664857     MORTGAGORS: SILK                 MICHAEL
                               SILK                 EILEEN
    REGION CODE    ADDRESS   : 225 WILLOWGATE RISE
        01         CITY      :    HOLLISTON
                   STATE/ZIP : MA  01746
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.42400
    ----------------------------------------------------------------
0   0031666118     MORTGAGORS: BIRD                 LARRY
                               BIRD                 SUSAN
    REGION CODE    ADDRESS   : 333 AVONDALE LANE
        01         CITY      :    LIVERMORE
                   STATE/ZIP : CA  96550
    MORTGAGE AMOUNT :   300,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,813.67  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 :                 64.51600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,596,000.00
                               P & I AMT:     10,780.13
                               UPB AMT:   1,594,268.78

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           77
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031666837     MORTGAGORS: MISDOM               KEITH
                               MISDOM               JANINE
    REGION CODE    ADDRESS   : 88 WELLINGTON DRIVE
        01         CITY      :    TINTON FALLS
                   STATE/ZIP : NJ  07724
    MORTGAGE AMOUNT :   293,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,771.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,998.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.98700
    ----------------------------------------------------------------
0   0031666910     MORTGAGORS: DODICK-SPERBER       SUE
                               DODICK-SPERBER       LAURENCE
    REGION CODE    ADDRESS   : 28 CAYUGA ROAD
        01         CITY      :    SCARSDALE
                   STATE/ZIP : NY  10583
    MORTGAGE AMOUNT :   606,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    605,527.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,133.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.14200
    ----------------------------------------------------------------
0   0031667025     MORTGAGORS: AKS                  RICHARD
                               AKS                  NANCY
    REGION CODE    ADDRESS   : 155 BREWSTER ROAD
        01         CITY      :    SCARSDALE
                   STATE/ZIP : NY  10583
    MORTGAGE AMOUNT :   575,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    574,551.45  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,922.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.71700
    ----------------------------------------------------------------
0   0031667751     MORTGAGORS: GROSS                SYLVIA
                               PEINADO              ALEJANDRO
    REGION CODE    ADDRESS   : 26 LYNWOOD ROAD
        01         CITY      :    SCARSDALE
                   STATE/ZIP : NY  10583
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,762.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 61.83368
    ----------------------------------------------------------------
0   0031670839     MORTGAGORS: MOORE                KATHRYN
                               MOORE                RANDALL
    REGION CODE    ADDRESS   : 43 HIGH ROCK  ROAD
        01         CITY      :    WAYLAND
                   STATE/ZIP : MA  01778
    MORTGAGE AMOUNT :   441,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    440,664.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,045.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.45900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,205,000.00
                               P & I AMT:     15,030.54
                               UPB AMT:   2,203,276.86

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           78
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031673148     MORTGAGORS: BALWANI              ANIL

    REGION CODE    ADDRESS   : 3 WYNCREST ROAD
        01         CITY      :    MARLBORO
                   STATE/ZIP : NJ  07746
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,814.46  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 :                 86.50500
    ----------------------------------------------------------------
0   0031675390     MORTGAGORS: HALPERN              JAY

    REGION CODE    ADDRESS   : 22 CHAGALL DRIVE
        01         CITY      :    MARLBORO
                   STATE/ZIP : NJ  07746
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,733.68  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 :                 77.77700
    ----------------------------------------------------------------
0   0031675432     MORTGAGORS: FRANKE               MICHAEL

    REGION CODE    ADDRESS   : 130 PINE KNOLL DRIVE
        01         CITY      :    CHESNEE
                   STATE/ZIP : SC  29323
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,684.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,971.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.91300
    ----------------------------------------------------------------
0   0031677503     MORTGAGORS: PERLOV               LARRY
                               PERLOV               DELIA
    REGION CODE    ADDRESS   : 4 CARDINAL DRIVE
        01         CITY      :    WESTWOOD
                   STATE/ZIP : MA  02090
    MORTGAGE AMOUNT :   329,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,300.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 64.61100
    ----------------------------------------------------------------
0   0031677651     MORTGAGORS: LANGSTON             ROBERT
                               LANGSTON             SUE
    REGION CODE    ADDRESS   : 5243 WOODFIELD DRIVE
        01         CITY      :    CARMEL
                   STATE/ZIP : IN  46033
    MORTGAGE AMOUNT :   644,474.00  OPTION TO CONVERT :
    UNPAID BALANCE :    643,983.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,451.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 58.58800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,998,474.00
                               P & I AMT:     13,888.72
                               UPB AMT:   1,997,216.32

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           79
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031678857     MORTGAGORS: HERBER               HARRY
                               HERBER               MICHELLE
    REGION CODE    ADDRESS   : 172 CENTURY LANE
        01         CITY      :    ARROYO GRANDE
                   STATE/ZIP : CA  93420
    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     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.42800
    ----------------------------------------------------------------
0   0031679467     MORTGAGORS: HARTZ                JAMES
                               DICKSON-HARTZ        ALEXANDRA
    REGION CODE    ADDRESS   : 510 PRINCE STREET
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22314
    MORTGAGE AMOUNT :   550,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    549,570.95  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 :                 62.85700
    ----------------------------------------------------------------
0   0031680804     MORTGAGORS: DELANEY              BRIAN
                               DELANEY              KATHLEEN
    REGION CODE    ADDRESS   : 8 APPLE LANE
        01         CITY      :    TEWKSBURY
                   STATE/ZIP : NJ  08858
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,666.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,919.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031684087     MORTGAGORS: SHAW                 THOMAS
                               SCHICK               JEFFREY
    REGION CODE    ADDRESS   : 3289 MOUNTAIN VIEW AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90066
    MORTGAGE AMOUNT :   402,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    401,212.83  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,674.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 64.32000
    ----------------------------------------------------------------
0   0031684343     MORTGAGORS: CARDARELLI           JULIO
                               CARDARELLI           CINTIA
    REGION CODE    ADDRESS   : 6567 EAST VIA ARBOLES
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,410.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,911.04  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:   1,950,000.00
                               P & I AMT:     13,354.88
                               UPB AMT:   1,947,859.92

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           80
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031690720     MORTGAGORS: ASHFORD              JERRY

    REGION CODE    ADDRESS   : 2624 SUTTER STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94115
    MORTGAGE AMOUNT :   393,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,015.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,783.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.36800
    ----------------------------------------------------------------
0   0031693674     MORTGAGORS: HYDE                 R.
                               HYDE                 ROBBIN
    REGION CODE    ADDRESS   : 103 HIDDEN SPRINGS LANE
        01         CITY      :    PEACHTREE CITY
                   STATE/ZIP : GA  30269
    MORTGAGE AMOUNT :   376,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    376,483.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,475.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031694532     MORTGAGORS: MCGOVERN             THOMAS
                               MCGOVERN             GRACE
    REGION CODE    ADDRESS   : 3256 VIA ZAMORA
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92029
    MORTGAGE AMOUNT :   332,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,765.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,378.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 86.23300
    ----------------------------------------------------------------
0   0031696412     MORTGAGORS: MAIR                 DAVID
                               MAIR                 SHERRI
    REGION CODE    ADDRESS   : 5135 KEITTS CORNER ROAD
        01         CITY      :    MECHANICSVILLE
                   STATE/ZIP : VA  23111
    MORTGAGE AMOUNT :   242,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,406.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,634.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.96500
    ----------------------------------------------------------------
0   0031696990     MORTGAGORS: GUERRERO             CARLOS
                               GUERRERO             LAURA
    REGION CODE    ADDRESS   : 40137  TESORO LANE
        01         CITY      :    PALMDALE
                   STATE/ZIP : CA  93551
    MORTGAGE AMOUNT :   280,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,959.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,624,950.00
                               P & I AMT:     11,231.55
                               UPB AMT:   1,623,920.46

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           81
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031698939     MORTGAGORS: WEISSINGER           ROBERT
                               WEISSINGER           TRACY
    REGION CODE    ADDRESS   : 2711 HIGHWAY 44
        01         CITY      :    PANORA
                   STATE/ZIP : IA  50216
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,676.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031699705     MORTGAGORS: WEIMER               C.
                               WEIMER               JOANNE
    REGION CODE    ADDRESS   : 5004 DERBY COURT
        01         CITY      :    MURRELLS INLET
                   STATE/ZIP : SC  29576
    MORTGAGE AMOUNT :   328,753.00  OPTION TO CONVERT :
    UNPAID BALANCE :    328,225.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,214.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 85.39000
    ----------------------------------------------------------------
0   0031699879     MORTGAGORS: STUYT                MICHAEL
                               STUYT                JENNIFER
    REGION CODE    ADDRESS   : 8036 12TH AVENUE NORTHWEST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98117
    MORTGAGE AMOUNT :   246,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,563.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.99900
    ----------------------------------------------------------------
0   0031701600     MORTGAGORS: BERDIS               DAVID
                               BERDIS               JUANITA
    REGION CODE    ADDRESS   : 1183 PARKVIEW COURT
        01         CITY      :    CAROL STREAM
                   STATE/ZIP : IL  60188
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,603.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031701840     MORTGAGORS: SILODOR              SCOTT
                               DION                 MICHELLE
    REGION CODE    ADDRESS   : 24 BODIE ROAD
        01         CITY      :    WAYNE
                   STATE/ZIP : NJ  07470
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,447,703.00
                               P & I AMT:      9,827.66
                               UPB AMT:   1,446,111.46

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           82
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031702012     MORTGAGORS: FIELDS               GREGORY
                               FIELDS               MARION
    REGION CODE    ADDRESS   : 4 WHEELWRIGHT ROAD
        01         CITY      :    MEDFIELD
                   STATE/ZIP : MA  02052
    MORTGAGE AMOUNT :   387,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,212.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,709.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.80800
    ----------------------------------------------------------------
0   0031702608     MORTGAGORS: MEREWITZ             CARL
                               MEREWITZ             KAREN
    REGION CODE    ADDRESS   : 2662 LADY ANNE'S WAY
        01         CITY      :    HUNTINGTON
                   STATE/ZIP : MD  20639
    MORTGAGE AMOUNT :   272,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,232.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,835.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0031702871     MORTGAGORS: DULIN                JAMES
                               DULIN                MICHELE
    REGION CODE    ADDRESS   : 4927 CENTRAL AVE
        01         CITY      :    OCEAN CITY
                   STATE/ZIP : NJ  08226
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,447.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,900.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 68.37600
    ----------------------------------------------------------------
0   0031703416     MORTGAGORS: HARRISON             JOHN
                               LOULOUDES            VIRGINIA
    REGION CODE    ADDRESS   : 326 4TH STREET
        01         CITY      :    BROOKLYN
                   STATE/ZIP : NY  11215
    MORTGAGE AMOUNT :   460,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    459,658.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,216.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031703770     MORTGAGORS: SHUMAN               J.
                               SHUMAN               ERICA
    REGION CODE    ADDRESS   : 26 WARDOUR DRIVE
        01         CITY      :    ANNAPOLIS
                   STATE/ZIP : MD  21401
    MORTGAGE AMOUNT :   299,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,793.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.85  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:   1,819,200.00
                               P & I AMT:     12,728.53
                               UPB AMT:   1,817,343.96

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           83
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031704851     MORTGAGORS: AMMARELL             SCOTT
                               AMMARELL             MELISSA
    REGION CODE    ADDRESS   : 6 N 969 WHISPERING TRAIL
        01         CITY      :    ST CHARLES
                   STATE/ZIP : IL  60175
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 64.58700
    ----------------------------------------------------------------
0   0031705395     MORTGAGORS: MC KENNA             LAWRENCE

    REGION CODE    ADDRESS   : REACH ROAD
        01         CITY      :    DEER ISLE
                   STATE/ZIP : ME  04627
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 53.69100
    ----------------------------------------------------------------
0   0031705445     MORTGAGORS: HARSY                DOUGLAS
                               HARSY                JARIL
    REGION CODE    ADDRESS   : 385 BRIARWOOD LANE
        01         CITY      :    PALATINE
                   STATE/ZIP : IL  60067
    MORTGAGE AMOUNT :   270,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,194.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,867.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031705734     MORTGAGORS: BREMERMANN           H
                               EDWARDS              TAMRA
    REGION CODE    ADDRESS   : 6023 LAKE VIEW ROAD
        01         CITY      :    BALTIMORE
                   STATE/ZIP : MD  21210
    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     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 77.12400
    ----------------------------------------------------------------
0   0031706070     MORTGAGORS: LUKE                 JUDITH

    REGION CODE    ADDRESS   : 197 ST. BOTOLPH STREET UNIT #6
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02116
    MORTGAGE AMOUNT :   279,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,987.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,928.37  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:   1,551,600.00
                               P & I AMT:     10,589.19
                               UPB AMT:   1,550,664.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           84
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031706740     MORTGAGORS: KLEIN                LEO
                               KLEIN                ELOISE
    REGION CODE    ADDRESS   : 2584 SARATOGA DRIVE
        01         CITY      :    FULLERTON
                   STATE/ZIP : CA  92835
    MORTGAGE AMOUNT :   498,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    498,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,524.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.68000
    ----------------------------------------------------------------
0   0031707581     MORTGAGORS: OLSON                BRUCE
                               OLSON                BEVERLY
    REGION CODE    ADDRESS   : LOT 3, BLOCK D15 REDBAY RD
        01         CITY      :    ELGIN
                   STATE/ZIP : SC  29045
    MORTGAGE AMOUNT :   594,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    593,548.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,102.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.94600
    ----------------------------------------------------------------
0   0031709199     MORTGAGORS: ALTON                STUART
                               ALTON                THERESA
    REGION CODE    ADDRESS   : 23651 NORTH 112TH PLACE
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85255
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,728.11  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 :                 60.93100
    ----------------------------------------------------------------
0   0031709686     MORTGAGORS: BOLOGNESE            ANTHONY
                               BOLOGNESE            ELYSE
    REGION CODE    ADDRESS   : 26 SPRUCE DR,
        01         CITY      :    HOLLAND
                   STATE/ZIP : PA  18966
    MORTGAGE AMOUNT :   385,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,213.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,695.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.99900
    ----------------------------------------------------------------
0   0031710304     MORTGAGORS: STATHAM              GARY
                               STATHAM              EMILY
    REGION CODE    ADDRESS   : 56 THE AVENUE
        01         CITY      :    GREENWICH
                   STATE/ZIP : CT  06831
    MORTGAGE AMOUNT :   267,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,824.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 44.58300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,085,000.00
                               P & I AMT:     14,438.39
                               UPB AMT:   2,083,990.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           85
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031710635     MORTGAGORS: KEESE                JAMES
                               KAYLOR               JANE
    REGION CODE    ADDRESS   : 5321 E. GREENMEADOW ROAD
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90808
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.84600
    ----------------------------------------------------------------
0   0031710858     MORTGAGORS: COHEN                ARI
                               COHEN                LISA
    REGION CODE    ADDRESS   : 5 THOMPSON DRIVE
        01         CITY      :    EAST ROCKAWAY
                   STATE/ZIP : NY  11518
    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     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 78.78700
    ----------------------------------------------------------------
0   0031710973     MORTGAGORS: BLOOMER              JOHN
                               BLOOMER              NANCY
    REGION CODE    ADDRESS   : 1304 KELLY COURT
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20170
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.21200
    ----------------------------------------------------------------
0   0031711112     MORTGAGORS: BASCOM               KAREN
                               BASCOM               ROBERT
    REGION CODE    ADDRESS   : 534 BALMORAL CIRCLE
        01         CITY      :    STATE COLLEGE
                   STATE/ZIP : PA  16801
    MORTGAGE AMOUNT :   259,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,002.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031712466     MORTGAGORS: GLEASON              MARK
                               GLEASON              LOU ANN
    REGION CODE    ADDRESS   : 417 OVERHILL ROAD
        01         CITY      :    SOUTH ORANGE
                   STATE/ZIP : NJ  07079
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,610.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,761.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.46100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,298,200.00
                               P & I AMT:      8,834.08
                               UPB AMT:   1,297,176.64

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           86
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031712920     MORTGAGORS: MCMAHON              GALE

    REGION CODE    ADDRESS   : 15340 ALBRIGHT STREET  #109
        01         CITY      :    PACIFIC PALISADES
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   267,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,871.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,800.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031713472     MORTGAGORS: OYSTER               DAVID
                               OYSTER               DEBORAH
    REGION CODE    ADDRESS   : 3040 PIGNATELLI CRESCENT
        01         CITY      :    MOUNT PLEASANT
                   STATE/ZIP : SC  29464
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031713795     MORTGAGORS: GREENSTEIN           BARRY
                               GREENSTEIN           JULIE
    REGION CODE    ADDRESS   : 61 JOYCE LANE
        01         CITY      :    WOODBURY
                   STATE/ZIP : NY  11797
    MORTGAGE AMOUNT :   353,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,724.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,408.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.68300
    ----------------------------------------------------------------
0   0031713845     MORTGAGORS: WHITWELL             DAVID
                               GIOMETTI             RENEE
    REGION CODE    ADDRESS   : 5 MOHEGAN LANE
        01         CITY      :    RYE BROOK
                   STATE/ZIP : NY  10573
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,728.11  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 :                 80.00000
    ----------------------------------------------------------------
0   0031714298     MORTGAGORS: BANERJEE             PRADEEP
                               BANERJEE             MADHUSREE
    REGION CODE    ADDRESS   : 2689 HIGH RIDGE ROAD
        01         CITY      :    STAMFORD
                   STATE/ZIP : CT  06903
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,576,300.00
                               P & I AMT:     10,719.03
                               UPB AMT:   1,574,847.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           87
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031714801     MORTGAGORS: TAYLOR               CHARLES
                               TAYLOR               JILL
    REGION CODE    ADDRESS   : 667 STILL BRANCH DRIVE
        01         CITY      :    CANTON
                   STATE/ZIP : GA  30115
    MORTGAGE AMOUNT :   247,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,561.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,691.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 93.56600
    ----------------------------------------------------------------
0   0031715048     MORTGAGORS: CASTELLI             PAOLO
                               CASTELLI             CARLA
    REGION CODE    ADDRESS   : 36 WINTER STREET
        01         CITY      :    NATICK
                   STATE/ZIP : MA  01760
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 68.67400
    ----------------------------------------------------------------
0   0031715089     MORTGAGORS: FARNSWORTH           DAVID
                               MULLINS              MARY
    REGION CODE    ADDRESS   : 661 MILTON ROAD
        01         CITY      :    RYE
                   STATE/ZIP : NY  10580
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    395,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,627.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 65.83300
    ----------------------------------------------------------------
0   0031715188     MORTGAGORS: HOLLETT              MARY
                               BLIZZARD             REBECCA
    REGION CODE    ADDRESS   : 4510 PENWOOD DRIVE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22310
    MORTGAGE AMOUNT :   305,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    304,578.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,211.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 92.42400
    ----------------------------------------------------------------
0   0031715436     MORTGAGORS: TAYLOR               FERRIS
                               TAYLOR               KAREN
    REGION CODE    ADDRESS   : 180 HEMLOCK HILL ROAD
        01         CITY      :    CARLISLE
                   STATE/ZIP : MA  01741
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 39.73500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,532,950.00
                               P & I AMT:     10,545.82
                               UPB AMT:   1,531,923.93

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           88
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031715477     MORTGAGORS: FRICKE               RONALD
                               FRICKE               KATHLEEN
    REGION CODE    ADDRESS   : 11709 LOCKPORT TERRACE
        01         CITY      :    RICHMOND
                   STATE/ZIP : VA  23233
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,785.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031717226     MORTGAGORS: LITTNER              ROXANNE
                               RUBINFIELD           ROY
    REGION CODE    ADDRESS   : 6401 FALLEN OAK COURT
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   517,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    516,596.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,526.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.38800
    ----------------------------------------------------------------
0   0031717275     MORTGAGORS: GREENE               WILLIAM
                               SCHOR                ROBIN
    REGION CODE    ADDRESS   : 1229 KEISEL LANE
        01         CITY      :    AMBLER
                   STATE/ZIP : PA  19002
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,961.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.02100
    ----------------------------------------------------------------
0   0031717317     MORTGAGORS: SMILEY               RONALD
                               SMILEY               TERRI
    REGION CODE    ADDRESS   : 13 WYLLY ISLAND DRIVE
        01         CITY      :    SAVANNAH
                   STATE/ZIP : GA  31406
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,197.93  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 :                 74.62686
    ----------------------------------------------------------------
0   0031717481     MORTGAGORS: BUTCHER              PHILLIP
                               BUTCHER              NAHLDENE
    REGION CODE    ADDRESS   : 45668 CAMINO RUBI
        01         CITY      :    TEMECULA
                   STATE/ZIP : CA  92592
    MORTGAGE AMOUNT :   277,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,403.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,867.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.99000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,846,150.00
                               P & I AMT:     12,529.75
                               UPB AMT:   1,843,983.94

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           89
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031717531     MORTGAGORS: MICHAELS             PETER
                               HACKNEY              AMANDA
    REGION CODE    ADDRESS   : 5056 MATILIJA AVENUE
        01         CITY      :    SHERMAN OAKS
                   STATE/ZIP : CA  91423
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,821.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,741.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.67300
    ----------------------------------------------------------------
0   0031717564     MORTGAGORS: STACY                TIMOTHY
                               STACY                CHRISTINA
    REGION CODE    ADDRESS   : 208 EAST 57TH STREET
        01         CITY      :    WESTMONT
                   STATE/ZIP : IL  60559
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,968.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.53500
    ----------------------------------------------------------------
0   0031717747     MORTGAGORS: JONES                ROBERT
                               JONES                JULIE
    REGION CODE    ADDRESS   : 80 WEDGEFIELD DR
        01         CITY      :    HILTON HEAD ISLAND
                   STATE/ZIP : SC  29926
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    423,677.37  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,928.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031718570     MORTGAGORS: HORENKAMP            JOHN
                               HORENKAMP            CAROLINE
    REGION CODE    ADDRESS   : 1805 BELFAST ROAD
        01         CITY      :    SPARKS
                   STATE/ZIP : MD  21152
    MORTGAGE AMOUNT :   317,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,164.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,219.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.35000
    ----------------------------------------------------------------
0   0031720642     MORTGAGORS: WISHNER              ROBERT
                               WISHNER              CATHERINE
    REGION CODE    ADDRESS   : 21631 EAST DEEP CREEK ROAD
        01         CITY      :    WALNUT
                   STATE/ZIP : CA  91789
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.02200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,547,400.00
                               P & I AMT:     10,756.73
                               UPB AMT:   1,546,454.52

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           90
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031720766     MORTGAGORS: MOIR                 SUSAN

    REGION CODE    ADDRESS   : 3050 SHADOW HILL CIRCLE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   385,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,971.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,726.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.82828
    ----------------------------------------------------------------
0   0031721657     MORTGAGORS: HILL                 MARION

    REGION CODE    ADDRESS   : 3564 PARADISE DRIVE
        01         CITY      :    TIBURON
                   STATE/ZIP : CA  94920
    MORTGAGE AMOUNT : 1,330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :  1,329,037.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     9,413.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   015
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031721806     MORTGAGORS: EIDELMAN             MICHAEL
                               EIDELMAN             JULIA
    REGION CODE    ADDRESS   : 835 VERNON AVENUE
        01         CITY      :    GLENCOE
                   STATE/ZIP : IL  60022
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 54.68700
    ----------------------------------------------------------------
0   0031721897     MORTGAGORS: PULIS                SCOTT
                               PULIS                LISA
    REGION CODE    ADDRESS   : 4777 VIA ALAMEDA
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   244,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,959.53  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,665.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031722689     MORTGAGORS: THREADGILL           JAIME
                               THREADGILL           JAMES
    REGION CODE    ADDRESS   : 7501 ASHTON COURT
        01         CITY      :    WEST HILLS
                   STATE/ZIP : CA  91304
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.16600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,689,400.00
                               P & I AMT:     18,850.62
                               UPB AMT:   2,687,686.05

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           91
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031723208     MORTGAGORS: TROY                 CHRISTOPHER
                               TROY                 TATIA
    REGION CODE    ADDRESS   : 48 HUNTER ROAD
        01         CITY      :    PLYMOUTH MEETING
                   STATE/ZIP : PA  19462
    MORTGAGE AMOUNT :   311,125.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,882.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,122.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031723356     MORTGAGORS: JENKINS              JOHN
                               JENKINS              BRIDGET
    REGION CODE    ADDRESS   : 5 GOSS RD.
        01         CITY      :    NORTH HAMPTON
                   STATE/ZIP : NH  03766
    MORTGAGE AMOUNT :   299,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    298,772.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,065.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.39700
    ----------------------------------------------------------------
0   0031724651     MORTGAGORS: ROUTHE               ROCCO
                               ROUTHE               MARJORIE
    REGION CODE    ADDRESS   : 6N511 ROUTE 31
        01         CITY      :    ST CHARLES
                   STATE/ZIP : IL  60175
    MORTGAGE AMOUNT :   241,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,292.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,566.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 74.30700
    ----------------------------------------------------------------
0   0031724677     MORTGAGORS: SCHULTZ              SUZAN
                               MORIARTY             KEVIN
    REGION CODE    ADDRESS   : 122 GLEN ROCK ROAD
        01         CITY      :    LITTLE FALLS
                   STATE/ZIP : NJ  07424
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,785.47  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 :                 63.41607
    ----------------------------------------------------------------
0   0031724693     MORTGAGORS: WILLIAMS             BART
                               BELL                 NADINE
    REGION CODE    ADDRESS   : 5421 BEDFORD AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90056
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    419,655.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,794.28  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:   1,546,625.00
                               P & I AMT:     10,424.17
                               UPB AMT:   1,545,388.05

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           92
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031725039     MORTGAGORS: CLIFT                DANIEL
                               CLIFT                SHARRON
    REGION CODE    ADDRESS   : 31 CHAPIN LN
        01         CITY      :    FAR HILLS
                   STATE/ZIP : NJ  07931
    MORTGAGE AMOUNT :   482,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    482,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,247.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 45.90400
    ----------------------------------------------------------------
0   0031725344     MORTGAGORS: DUKLER               YEVGENIY
                               DUKLER               MARINA
    REGION CODE    ADDRESS   : 8 WILLARD COURT
        01         CITY      :    MARLBORO TWP
                   STATE/ZIP : NJ  07746
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031725450     MORTGAGORS: FORE                 DOUGLAS

    REGION CODE    ADDRESS   : 12 MANOR ROAD
        01         CITY      :    GREENWICH
                   STATE/ZIP : CT  06870
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    423,368.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,964.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031725724     MORTGAGORS: CRAFT                JEANNE
                               MILLER               CHRISTOPHER
    REGION CODE    ADDRESS   : 17 MELBOURNE WAY
        01         CITY      :    BERNARDS TWP.
                   STATE/ZIP : NJ  07920
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,768.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,099.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 76.00000
    ----------------------------------------------------------------
0   0031726557     MORTGAGORS: VIOLA                MARY
                               TORRES               JUAN
    REGION CODE    ADDRESS   : 1980 LOCKWOOD DRIVE
        01         CITY      :    GREEN OAKS
                   STATE/ZIP : IL  60048
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,712.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,730,000.00
                               P & I AMT:     11,880.05
                               UPB AMT:   1,728,925.18

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           93
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031727175     MORTGAGORS: HERBERT              PAUL
                               HERBERT              MARSHA
    REGION CODE    ADDRESS   : 3330 CONDOR RIDGE ROAD
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   395,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    395,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,694.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.81800
    ----------------------------------------------------------------
0   0031727647     MORTGAGORS: HILFORD              JAMES
                               HILFORD              ALINE
    REGION CODE    ADDRESS   : 5 GOODSELL HILL ROAD
        01         CITY      :    REDDING
                   STATE/ZIP : CT  06896
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    499,579.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,284.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.36500
    ----------------------------------------------------------------
0   0031728041     MORTGAGORS: GIRTLEY              ONDRELL
                               GIRTLEY              PEGGY
    REGION CODE    ADDRESS   : 12595 VISTA VERDE ROAD
        01         CITY      :    RANCHO CUCAMONGA
                   STATE/ZIP : CA  91739
    MORTGAGE AMOUNT :   290,228.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,228.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,955.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.99900
    ----------------------------------------------------------------
0   0031728249     MORTGAGORS: KAYNE                MARK

    REGION CODE    ADDRESS   : EAST SIDE OF TRAIL VIEW
        01         CITY      :    CARMEL
                   STATE/ZIP : CA  93921
    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     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 57.97100
    ----------------------------------------------------------------
0   0031728348     MORTGAGORS: BUECHE               MARIE
                               BUECHE               BLAINE
    REGION CODE    ADDRESS   : 25767 SILVER CANYON COURT
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   316,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,596.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,134.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,902,078.00
                               P & I AMT:     12,764.13
                               UPB AMT:   1,900,762.90

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           94
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031728355     MORTGAGORS: LYNESS               LINDA

    REGION CODE    ADDRESS   : 15 SPRINGBROOK DRIVE
        01         CITY      :    HAMPSTEAD
                   STATE/ZIP : NH  03841
    MORTGAGE AMOUNT :   274,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,918.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031728363     MORTGAGORS: TONER                JOHN
                               BUSHNELL             REBECCA
    REGION CODE    ADDRESS   : 207 CATHCART ROAD
        01         CITY      :    GWYNEDD VALLEY
                   STATE/ZIP : PA  19437
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,621.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 33.11200
    ----------------------------------------------------------------
0   0031728652     MORTGAGORS: ROBERTS              NICOLAS
                               ROBERTS              SYLVIA
    REGION CODE    ADDRESS   : 1 SOUTH ALTA MIRA ROAD
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   484,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    484,112.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,264.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 64.60000
    ----------------------------------------------------------------
0   0031728785     MORTGAGORS: IANNONE              MARVIN
                               IANNONE              PATRICIA
    REGION CODE    ADDRESS   : 1721 CEDAR STREET
        01         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    MORTGAGE AMOUNT :   343,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    342,932.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,341.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031730773     MORTGAGORS: REIMERS              JOHN
                               REIMERS              DEBRA
    REGION CODE    ADDRESS   : 15865 RIPARIAN ROAD
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   476,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    475,628.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,247.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.86500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,828,100.00
                               P & I AMT:     12,392.71
                               UPB AMT:   1,827,073.49

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           95
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031730922     MORTGAGORS: MCROBERTS            CINDY
                               WALKER               EDWARD
    REGION CODE    ADDRESS   : 7552 12TH AVENUE NORTHWEST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98117
    MORTGAGE AMOUNT :   261,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    261,041.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,760.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031731003     MORTGAGORS: MEAD                 SUSAN
                               MEAD                 MICHAEL
    REGION CODE    ADDRESS   : 38(LOT C-4A) BOWDITCH ROAD
        01         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   533,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    533,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,549.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 74.99680
    ----------------------------------------------------------------
0   0031731110     MORTGAGORS: UKMAN                JON

    REGION CODE    ADDRESS   : 509 NORTH OAK PARK AVENUE
        01         CITY      :    OAK PARK
                   STATE/ZIP : IL  60302
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.38000
    ----------------------------------------------------------------
0   0031731516     MORTGAGORS: LENART               JOHN
                               DAVIES-LENART        DRUSILLA
    REGION CODE    ADDRESS   : 11205 PAVILLON CLUB COURT
        01         CITY      :    RESTON
                   STATE/ZIP : VA  20194
    MORTGAGE AMOUNT :   302,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,169.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,088.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031731573     MORTGAGORS: FRAYER               JAMES
                               FRAYER               SUSAN
    REGION CODE    ADDRESS   : 74 WILSON AVENUE
        01         CITY      :    ROWAYTON
                   STATE/ZIP : CT  06853
    MORTGAGE AMOUNT :   250,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,684.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 55.57700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,997,250.00
                               P & I AMT:     13,462.22
                               UPB AMT:   1,996,610.98

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           96
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031731607     MORTGAGORS: FARINA               GLORIA
                               FAIRCHOK             G P
    REGION CODE    ADDRESS   : 3300 WINDSOR BLVD
        01         CITY      :    VERO BEACH
                   STATE/ZIP : FL  32963
    MORTGAGE AMOUNT :   800,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    799,375.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,457.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   015
    LTV :                 53.33300
    ----------------------------------------------------------------
0   0031731680     MORTGAGORS: GRUEN                ROGER
                               GRUEN                DEBRA
    REGION CODE    ADDRESS   : 16862 CALLE DE SARAH
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   760,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    760,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,249.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   015
    LTV :                 58.46100
    ----------------------------------------------------------------
0   0031732225     MORTGAGORS: CHAN                 SIU-CHEUNG
                               CHAN                 JEANNE
    REGION CODE    ADDRESS   : 209-15 53RD AVENUE
        01         CITY      :    BAYSIDE
                   STATE/ZIP : NY  11364
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,793.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,878.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031732571     MORTGAGORS: RANKIN               WILLIAM

    REGION CODE    ADDRESS   : 2315 W VIEWMONT WAY W
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98199
    MORTGAGE AMOUNT :   444,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    443,644.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,991.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 55.50000
    ----------------------------------------------------------------
0   0031732662     MORTGAGORS: PIACITELLI           ROBERT
                               PIACITELLI           KATHLEEN
    REGION CODE    ADDRESS   : 175 PLUM BEACH ROAD
        01         CITY      :    NORTH KINGSTOWN
                   STATE/ZIP : RI  02874
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,911.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.41100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,546,000.00
                               P & I AMT:     17,487.54
                               UPB AMT:   2,544,813.89

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           97
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031733058     MORTGAGORS: STEELE               MARK
                               STEELE               THERESA
    REGION CODE    ADDRESS   : 3 ARIELLE WAY
        01         CITY      :    SPARTA
                   STATE/ZIP : NJ  07871
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,807.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.25900
    ----------------------------------------------------------------
0   0031733264     MORTGAGORS: HINOJOSA             JAIME
                               HINOJOSA             SOPHIA
    REGION CODE    ADDRESS   : 1661 JACOB AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   254,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,825.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,841.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 74.70500
    ----------------------------------------------------------------
0   0031733967     MORTGAGORS: CEVASCO              MATTHEW
                               CEVASCO              KRISTINE
    REGION CODE    ADDRESS   : 212 JOHNSON ROAD
        01         CITY      :    READINGTON TOWNSHIP
                   STATE/ZIP : NJ  08889
    MORTGAGE AMOUNT :   312,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,160.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031734205     MORTGAGORS: SCHOUTEN             EVAN
                               SCHOUTEN             RONALD
    REGION CODE    ADDRESS   : 25 FAIRFAX ST
        01         CITY      :    WEST NEWTON
                   STATE/ZIP : MA  02165
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,526.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,627.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/23
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 72.16800
    ----------------------------------------------------------------
0   0031734270     MORTGAGORS: SADIQ                HASAN
                               SADIQ                ASMA
    REGION CODE    ADDRESS   : 44 NORTHROP LANE
        01         CITY      :    TENAFLY
                   STATE/ZIP : NJ  07670
    MORTGAGE AMOUNT :   391,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    390,902.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,704.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,599,300.00
                               P & I AMT:     11,141.48
                               UPB AMT:   1,598,054.13

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           98
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031734775     MORTGAGORS: ROSENBERG            MICHAEL
                               ROSENBERG            LORI
    REGION CODE    ADDRESS   : 9 SHERIDAN DRIVE
        01         CITY      :    MILLBURN
                   STATE/ZIP : NJ  07078
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    432,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,983.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031734866     MORTGAGORS: DALL                 HANS
                               BARLOW-DALL          CAROLYN
    REGION CODE    ADDRESS   : 956 DUNLIN COURT
        01         CITY      :    WESTLAKE VILLAGE AREA
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,551.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,049.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/18
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 77.06400
    ----------------------------------------------------------------
0   0031734973     MORTGAGORS: HOSANG               DAVID
                               HOSANG               ELIZABETH
    REGION CODE    ADDRESS   : 33 CIDER MILL ROAD
        01         CITY      :    BEDFORD
                   STATE/ZIP : NH  03110
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,790.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,576.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.93400
    ----------------------------------------------------------------
0   0031735012     MORTGAGORS: MEKHTEYS             LEO
                               MEKHTEYS             MASHA
    REGION CODE    ADDRESS   : 12 VIEWCREST CIRCLE
        01         CITY      :    SOUTH SAN FRANCISCO
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   266,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,076.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,749.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0031735178     MORTGAGORS: GEARY                SEAN
                               GEARY                CHARLENE
    REGION CODE    ADDRESS   : 8 WORCESTER ROAD
        01         CITY      :    NORWOOD
                   STATE/ZIP : MA  02062
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,664.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.92500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,434,300.00
                               P & I AMT:     10,023.15
                               UPB AMT:   1,433,418.91

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:           99
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031736317     MORTGAGORS: HERMAN               CONNIE

    REGION CODE    ADDRESS   : 10 SHAWNEE COURT
        01         CITY      :    MEDFORD
                   STATE/ZIP : NJ  08055
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,805.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,761.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.40600
    ----------------------------------------------------------------
0   0031736598     MORTGAGORS: JERNIGAN             WILLIAM

    REGION CODE    ADDRESS   : 5121 TIMBERVIEW TERRACE
        01         CITY      :    ORLANDO
                   STATE/ZIP : FL  32819
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,488.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,848.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031737265     MORTGAGORS: MARTI                ALEX
                               MARTI                JULIE
    REGION CODE    ADDRESS   : 7001 VENTURA CT
        01         CITY      :    PARKLAND
                   STATE/ZIP : FL  33067
    MORTGAGE AMOUNT :   289,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,224.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,974.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.21700
    ----------------------------------------------------------------
0   0031737372     MORTGAGORS: MCQUEEN              CHRISTOPHER
                               MCQUEEN              SUSAN
    REGION CODE    ADDRESS   : 15113 80TH AVENUE NORTHEAST
        01         CITY      :    BOTHELL
                   STATE/ZIP : WA  98011
    MORTGAGE AMOUNT :   287,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,776.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,957.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.95500
    ----------------------------------------------------------------
0   0031737505     MORTGAGORS: SZILAGYI             JERRY
                               SZILAGYI             ISOBEL
    REGION CODE    ADDRESS   : 5 ABBINGTON DRIVE
        01         CITY      :    LLOYD HARBOR
                   STATE/ZIP : NY  11743
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.21500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,716,450.00
                               P & I AMT:     11,635.21
                               UPB AMT:   1,715,294.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          100
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031738941     MORTGAGORS: HEYDE                ARTHUR
                               HEYDE                JANET
    REGION CODE    ADDRESS   : 34-36 PLEASANT STREET
        01         CITY      :    NATICK
                   STATE/ZIP : MA  01760
    MORTGAGE AMOUNT :   262,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,724.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031739048     MORTGAGORS: REYNOLDS             WILLIAM
                               SORENSEN             INGRID
    REGION CODE    ADDRESS   : 32 EMERSON ROAD
        01         CITY      :    NEEDHAM
                   STATE/ZIP : MA  02192
    MORTGAGE AMOUNT :   262,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031739089     MORTGAGORS: TENNY                JEFFREY
                               TENNY                DEBORAH
    REGION CODE    ADDRESS   : 96 DRAPER ROAD
        01         CITY      :    WAYLAND
                   STATE/ZIP : MA  01778
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 61.05200
    ----------------------------------------------------------------
0   0031739105     MORTGAGORS: ROSE                 DAVID
                               ROSE                 MARY
    REGION CODE    ADDRESS   : 254 BROAD MEADOW ROAD
        01         CITY      :    NEEDHAM
                   STATE/ZIP : MA  02194
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,802.16  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 :                 61.17600
    ----------------------------------------------------------------
0   0031739113     MORTGAGORS: MCQUAID              RICHARD
                               MCQUAID              JANICE
    REGION CODE    ADDRESS   : 26 LINCOLN ROAD
        01         CITY      :    LINCOLN
                   STATE/ZIP : MA  01773
    MORTGAGE AMOUNT :   407,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    407,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,811.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.02900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,481,900.00
                               P & I AMT:     10,124.25
                               UPB AMT:   1,481,702.16

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          101
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031739147     MORTGAGORS: WEIL                 JEFFREY
                               WEIL                 LISA
    REGION CODE    ADDRESS   : 33 VIRGINIA RIDGE ROAD
        01         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   365,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,527.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.18300
    ----------------------------------------------------------------
0   0031739527     MORTGAGORS: WHITTINGHILL         JAMES
                               DORN                 NANCY
    REGION CODE    ADDRESS   : 4800 OLD DOMINION DRIVE
        01         CITY      :    ARLINGTON
                   STATE/ZIP : VA  22207
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.28500
    ----------------------------------------------------------------
0   0031739592     MORTGAGORS: STOHR                GREGORY
                               TUMLINSON            ANNE
    REGION CODE    ADDRESS   : 3505 ALBEMARLE STREET N.W.
        01         CITY      :    WASHINGTON
                   STATE/ZIP : DC  20008
    MORTGAGE AMOUNT :   256,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,604.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,773.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031740871     MORTGAGORS: PEREZ                ADOLFO
                               DIETZ                CHARLOTTE
    REGION CODE    ADDRESS   : 33 HAMLIN ROAD
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02159
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    391,662.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,542.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031740970     MORTGAGORS: DOW                  RYAN
                               RODRIGUEZ            SHELLEY
    REGION CODE    ADDRESS   : 2515 SEGOVIA
        01         CITY      :    LA VERNE
                   STATE/ZIP : CA  91750
    MORTGAGE AMOUNT :   370,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    370,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,494.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,034,900.00
                               P & I AMT:     13,826.84
                               UPB AMT:   2,033,872.49

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          102
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031741945     MORTGAGORS: WALDEN               L.
                               WALDEN               PATRICIA
    REGION CODE    ADDRESS   : 3047 N. SOUTHPORT
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60657
    MORTGAGE AMOUNT :   507,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    507,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,460.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031742125     MORTGAGORS: LANGELLA             ALBERT
                               LANGELLA             NANCY
    REGION CODE    ADDRESS   : 4 HOMEWOOD COURT
        01         CITY      :    HARTSDALE
                   STATE/ZIP : NY  10530
    MORTGAGE AMOUNT :   273,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,120.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,246.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/18
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 62.18100
    ----------------------------------------------------------------
0   0031743149     MORTGAGORS: MIXON                MATTHEW
                               MIXON                JOELY
    REGION CODE    ADDRESS   : 315 FENWICK WOODS
        01         CITY      :    CLARKESVILLE
                   STATE/ZIP : GA  30523
    MORTGAGE AMOUNT :   418,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    418,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,784.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031743172     MORTGAGORS: PRICE                ANTHONY
                               PRICE                LIANA
    REGION CODE    ADDRESS   : 8720 20TH AVENUE
        01         CITY      :    BROOKLYN
                   STATE/ZIP : NY  11214
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031743974     MORTGAGORS: FARRELL              CURTISS
                               FARRELL              KIMBERLY
    REGION CODE    ADDRESS   : 236 FIRETHORN TRAIL
        01         CITY      :    DAKOTA DUNES
                   STATE/ZIP : SD  57049
    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     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.54500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,819,300.00
                               P & I AMT:     12,660.86
                               UPB AMT:   1,818,820.88

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          103
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031746282     MORTGAGORS: FULLER-ROST          KATHRYN

    REGION CODE    ADDRESS   : 3583 CORTE CASTILLO,
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   494,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    494,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,459.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.26200
    ----------------------------------------------------------------
0   0031746472     MORTGAGORS: KHO                  JAMES
                               KHO                  FRANCISCA
    REGION CODE    ADDRESS   : 5751 PARKCREST DRIVE
        01         CITY      :    LA VERNE
                   STATE/ZIP : CA  91750
    MORTGAGE AMOUNT :   270,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,776.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031746548     MORTGAGORS: SCHIFF               SCOTT
                               SCHIFF               TAMARA
    REGION CODE    ADDRESS   : 5410 COLUMBUS AVENUE
        01         CITY      :    SHERMAN OAKS AREA
                   STATE/ZIP : CA  91411
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031746589     MORTGAGORS: GUERRA               MARINO
                               GUERRA               CAROLYN
    REGION CODE    ADDRESS   : 129 SAN MARINO DRIVE
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94901
    MORTGAGE AMOUNT :   286,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,259.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,882.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 34.10700
    ----------------------------------------------------------------
0   0031746837     MORTGAGORS: BROMFIELD            SANDRA

    REGION CODE    ADDRESS   : 81 WOODWARD STREET
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02461
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,299.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 72.71900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,649,600.00
                               P & I AMT:     11,129.60
                               UPB AMT:   1,649,170.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          104
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031747728     MORTGAGORS: WHITEWAY             CYNTHIA
                               WHITEWAY             JAMES
    REGION CODE    ADDRESS   : 23 DONNA ROAD
        01         CITY      :    BILLERICA
                   STATE/ZIP : MA  01863
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,755.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 82.66600
    ----------------------------------------------------------------
0   0031747843     MORTGAGORS: MURPHY               MICHAEL

    REGION CODE    ADDRESS   : 7610 POTOMAC FALL  ROAD
        01         CITY      :    MCLEAN
                   STATE/ZIP : VA  22102
    MORTGAGE AMOUNT :   621,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    619,861.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,955.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/18
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 68.84700
    ----------------------------------------------------------------
0   0031747926     MORTGAGORS: COLE                 SUSAN
                               COLE                 DOUGLAS
    REGION CODE    ADDRESS   : 34 PINECLIFF DRIVE
        01         CITY      :    MARBLEHEAD
                   STATE/ZIP : MA  01945
    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     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 70.01900
    ----------------------------------------------------------------
0   0031748049     MORTGAGORS: BOLSTER              CHARLES
                               PETIT                BARBARA
    REGION CODE    ADDRESS   : 733 BROOKRIDGE DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30306
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
0   0031748072     MORTGAGORS: TRINKA               SANDRA

    REGION CODE    ADDRESS   : 6949 QUITO COURT
        01         CITY      :    CAMARILLO
                   STATE/ZIP : CA  93012
    MORTGAGE AMOUNT :   357,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    357,341.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,531.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,881,600.00
                               P & I AMT:     13,590.84
                               UPB AMT:   1,879,662.68

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          105
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031748106     MORTGAGORS: SIEGERT              GARY
                               SIEGERT              RONA
    REGION CODE    ADDRESS   : 1689 EAST STONYBROOK COURT
        01         CITY      :    EAGLE
                   STATE/ZIP : ID  83616
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,405.33  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 :                 80.00000
    ----------------------------------------------------------------
0   0031749443     MORTGAGORS: MERRITT              RANDY
                               MERRITT              JOYCE
    REGION CODE    ADDRESS   : 1420 VIA CORONA,
        01         CITY      :    LA VERNE,
                   STATE/ZIP : CA  91750
    MORTGAGE AMOUNT :   251,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,563.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,760.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031750391     MORTGAGORS: MAGASSY              CSABA
                               MAGASSY              FRANCES
    REGION CODE    ADDRESS   : 10201 BENTCROSS DRIVE
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   691,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    691,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,772.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   015
    LTV :                 67.08700
    ----------------------------------------------------------------
0   0031750417     MORTGAGORS: CAPPAS               PETER
                               CAPPAS               ELIZABETH
    REGION CODE    ADDRESS   : 10N760 NEW PORT COURT
        01         CITY      :    ELGIN
                   STATE/ZIP : IL  60123
    MORTGAGE AMOUNT :   465,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    465,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,255.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031751548     MORTGAGORS: BOTZ                 GREGORY
                               BOTZ                 MARY
    REGION CODE    ADDRESS   : 23 CLEAR SPRINGS COURT
        01         CITY      :    SUGARLAND
                   STATE/ZIP : TX  77479
    MORTGAGE AMOUNT :   347,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,715.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,308.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,135,350.00
                               P & I AMT:     14,689.25
                               UPB AMT:   2,134,284.07

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          106
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031751571     MORTGAGORS: APPLE                FIONA
                               ANDERSON             PAUL
    REGION CODE    ADDRESS   : 2459 PARK OAK DRIVE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90068
    MORTGAGE AMOUNT : 1,443,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :  1,443,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :    10,218.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   015
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031751969     MORTGAGORS: FIDGE                BINKLEY

    REGION CODE    ADDRESS   : 916 AALAPAPA DRIVE
        01         CITY      :    KAILUA
                   STATE/ZIP : HI  96734
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.91304
    ----------------------------------------------------------------
0   0031752298     MORTGAGORS: VANHAMERSVELD        DANIEL
                               VANHAMERSVELD        LORI
    REGION CODE    ADDRESS   : 4461 ASHTON DRIVE
        01         CITY      :    SACRAMENTO
                   STATE/ZIP : CA  95864
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,167.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.54300
    ----------------------------------------------------------------
0   0031752488     MORTGAGORS: ROSS                 CHRISTOPHER
                               ROSS                 LAURA
    REGION CODE    ADDRESS   : 8001 AGNEW AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90045
    MORTGAGE AMOUNT :   263,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,999.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031752686     MORTGAGORS: MOAZENI              HAMID
                               MOAZENI              GERTRUDE
    REGION CODE    ADDRESS   : 34 VEASEY SHORES ROAD
        01         CITY      :    MEREDITH
                   STATE/ZIP : NH  03253
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    347,721.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,344.54  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:   2,704,950.00
                               P & I AMT:     18,839.38
                               UPB AMT:   2,704,471.43

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          107
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031753080     MORTGAGORS: ROSALES              THOMAS
                               ROSALES              PATRICIA
    REGION CODE    ADDRESS   : 2352 CADDIE COURT
        01         CITY      :    OCEANSIDE
                   STATE/ZIP : CA  92056
    MORTGAGE AMOUNT :   260,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,797.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031753320     MORTGAGORS: BENJAMIN             BARRY
                               BENJAMIN             SUSAN
    REGION CODE    ADDRESS   : 59 BAY LANE
        01         CITY      :    CENTERVILLE
                   STATE/ZIP : MA  02632
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,453.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 59.38200
    ----------------------------------------------------------------
0   0031753833     MORTGAGORS: FANADY               GEORGE
                               FANADY               HOLLY
    REGION CODE    ADDRESS   : 5364 ASHLEIGH ROAD
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   282,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,156.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,831.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031754005     MORTGAGORS: DESAI                SAJEET
                               DESAI                SILPA
    REGION CODE    ADDRESS   : 10773 INSPIRATION CIRCLE
        01         CITY      :    DUBLIN
                   STATE/ZIP : CA  94568
    MORTGAGE AMOUNT :   311,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,650.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,126.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 67.50700
    ----------------------------------------------------------------
0   0031754385     MORTGAGORS: LEWIS                JAMES
                               FISHER               WILLIAM
    REGION CODE    ADDRESS   : 170 LAUREL FOREST CIRCLE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30342
    MORTGAGE AMOUNT :   267,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,986.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,800.18  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:   1,621,550.00
                               P & I AMT:     11,009.03
                               UPB AMT:   1,621,093.18

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          108
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031755929     MORTGAGORS: RIDENOUR             MATTHEW
                               RIDENOUR             SIMONA
    REGION CODE    ADDRESS   : 31912 AVENIDA DEL REY TRAIL
        01         CITY      :    AGUA DULCE
                   STATE/ZIP : CA  91350
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,759.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,265.46  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031755978     MORTGAGORS: BREAULT              RICHARD
                               BREAULT              MITSUKO
    REGION CODE    ADDRESS   : 241 SOUTH DOVER CIRCLE
        01         CITY      :    INVERNESS
                   STATE/ZIP : IL  60010
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031756273     MORTGAGORS: FROJELIN             ANDREW
                               ONG                  ANTONETTE
    REGION CODE    ADDRESS   : 4874 ROUNDTREE DRIVE
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031756299     MORTGAGORS: CLAPPER              JOSEPH
                               CLAPPER              MERRILYN
    REGION CODE    ADDRESS   : 129 SILVER LAKE DRIVE
        01         CITY      :    REHOBOTH BEACH
                   STATE/ZIP : DE  19971
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,367.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,819.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/18
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.08600
    ----------------------------------------------------------------
0   0031756315     MORTGAGORS: MARCELLINO           GEORGE

    REGION CODE    ADDRESS   : 3773 PAUL SWEET ROAD
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95065
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,735.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,784.27  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:   1,722,000.00
                               P & I AMT:     12,453.49
                               UPB AMT:   1,720,625.70

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          109
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031756455     MORTGAGORS: TRINH                JAMES
                               NGUYEN               JENNY
    REGION CODE    ADDRESS   : 8645 E SUNNYWALK LANE
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,817.62  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,921.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 89.83000
    ----------------------------------------------------------------
0   0031756620     MORTGAGORS: WOELFLE              CHRISTOPHER
                               WOELFLE              CATHERINE
    REGION CODE    ADDRESS   : 33 ZELLERS ROAD
        01         CITY      :    LONG VALLEY
                   STATE/ZIP : NJ  07853
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,739.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.56100
    ----------------------------------------------------------------
0   0031756893     MORTGAGORS: RADEMACHER           GREGG
                               RADEMACHER           CYNTHIA
    REGION CODE    ADDRESS   : 2334 JANET LEE DRIVE
        01         CITY      :    LA CRESCENTA AREA
                   STATE/ZIP : CA  91214
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,786.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,729.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 56.52100
    ----------------------------------------------------------------
0   0031756950     MORTGAGORS: ALSTON               RONALD
                               ALSTON               MAUREEN
    REGION CODE    ADDRESS   : 17200 LONGLEAF DRIVE
        01         CITY      :    BOWIE
                   STATE/ZIP : MD  20716
    MORTGAGE AMOUNT :   277,424.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,202.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,869.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031757164     MORTGAGORS: CHEN                 PATRICIA

    REGION CODE    ADDRESS   : 16772 CAMINO SIERRA DEL SUR
        01         CITY      :    RANCHO SANTA FE
                   STATE/ZIP : CA  92067
    MORTGAGE AMOUNT :   509,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    508,612.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,515.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 35.10300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,566,424.00
                               P & I AMT:     10,775.38
                               UPB AMT:   1,565,419.34

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          110
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031757248     MORTGAGORS: LENEHAN              WALTER
                               LENEHAN              EUNHWA
    REGION CODE    ADDRESS   : 5420 CAMINITO EXQUISITO
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   327,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,148.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 74.31800
    ----------------------------------------------------------------
0   0031757586     MORTGAGORS: WALLACE              JOSEPH
                               WALLACE              ANGELA
    REGION CODE    ADDRESS   : 2 ARBUTUS COURT
        01         CITY      :    GREENLAWN
                   STATE/ZIP : NY  11740
    MORTGAGE AMOUNT :   329,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,272.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.15900
    ----------------------------------------------------------------
0   0031757768     MORTGAGORS: TUCKER               RAYMOND

    REGION CODE    ADDRESS   : 21301 EVALYN AVENUE
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90503
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031757792     MORTGAGORS: IRARDY               RUSSELL

    REGION CODE    ADDRESS   : 958 78TH STREET
        01         CITY      :    BROOKLYN
                   STATE/ZIP : NY  11209
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,609.21  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 :                 94.81400
    ----------------------------------------------------------------
0   0031758642     MORTGAGORS: O'DEEGAN             STEPHEN
                               O'DEEGAN             JANICE
    REGION CODE    ADDRESS   : 750 PAVILION DRIVE
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CA  94585
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,477,600.00
                               P & I AMT:     10,047.02
                               UPB AMT:   1,476,767.98

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          111
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031759053     MORTGAGORS: PERCOX               DUANE

    REGION CODE    ADDRESS   : 86 NORTHCREST DRIVE
        01         CITY      :    SOUTH SAN FRANCISCO,
                   STATE/ZIP : CA  94080
    MORTGAGE AMOUNT :   262,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,787.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.85700
    ----------------------------------------------------------------
0   0031759061     MORTGAGORS: LEVESQUE             TERRY
                               LEVESQUE             TOMOKO
    REGION CODE    ADDRESS   : 27659 LONGHILL DRIVE
        01         CITY      :    RANCHO PALOS VERDES
                   STATE/ZIP : CA  90275
    MORTGAGE AMOUNT :   367,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,503.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 69.24500
    ----------------------------------------------------------------
0   0031759079     MORTGAGORS: GONDER               THOMAS

    REGION CODE    ADDRESS   : 2018 GLASTONBURY ROAD
        01         CITY      :    WESTLAKE VILLAGE AREA
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   416,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,650.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,732.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031759152     MORTGAGORS: GARROW               JAMES

    REGION CODE    ADDRESS   : 2175 INDIAN WELLS LANE
        01         CITY      :    LA VERNE
                   STATE/ZIP : CA  91750
    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     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031760028     MORTGAGORS: WOODWARD             BRUCE
                               WOODWARD             SUSAN
    REGION CODE    ADDRESS   : 1301 WESTMONT COURT
        01         CITY      :    SOUTHLAKE
                   STATE/ZIP : TX  76092
    MORTGAGE AMOUNT :   309,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,190.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,032.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,598,450.00
                               P & I AMT:     10,679.94
                               UPB AMT:   1,597,640.51

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          112
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031760069     MORTGAGORS: WIESELER             TODD
                               PEARLMAN             ILANA
    REGION CODE    ADDRESS   : 7003 VIA PADILLA
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,774.77  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   0031760986     MORTGAGORS: MILLIKIN             STEPHEN
                               MILLIKIN             LINDA
    REGION CODE    ADDRESS   : 119 FOX TRAIL TERRACE
        01         CITY      :    GAITHERSBURG
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,752.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,088.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.02200
    ----------------------------------------------------------------
0   0031761224     MORTGAGORS: GLICK                RONALD
                               GLICK                JO ANN
    REGION CODE    ADDRESS   : 152 HOLLY HILLS DRIVE
        01         CITY      :    WILLIAMSBURG
                   STATE/ZIP : VA  23185
    MORTGAGE AMOUNT :   398,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,496.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,754.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031761257     MORTGAGORS: HEFLIN               MICHAEL
                               HEFLIN               ELIZABETH
    REGION CODE    ADDRESS   : 2409 CARTER'S GROVE LANE
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : TN  38138
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 45.71400
    ----------------------------------------------------------------
0   0031761497     MORTGAGORS: PARENT               JAN
                               PARENT               KRISTEN
    REGION CODE    ADDRESS   : 15291 SADDLEBACK ROAD
        01         CITY      :    SANTA CLARITA
                   STATE/ZIP : CA  91351
    MORTGAGE AMOUNT :   427,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    426,874.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,950.57  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:   1,832,000.00
                               P & I AMT:     12,532.79
                               UPB AMT:   1,830,578.47

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          113
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031761612     MORTGAGORS: GANNON               HECTOR
                               GANNON               KARMIN
    REGION CODE    ADDRESS   : 3404 CAMINO LARGO
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   385,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,758.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 72.64100
    ----------------------------------------------------------------
0   0031761844     MORTGAGORS: KEHOE                CHRISTOPHER
                               KEHOE                ELAINE
    REGION CODE    ADDRESS   : 73 HARDING AVENUE
        01         CITY      :    ALLENDALE
                   STATE/ZIP : NJ  07401
    MORTGAGE AMOUNT :   301,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    301,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,056.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031762305     MORTGAGORS: FERLA                FRED
                               FERLA                DARLA
    REGION CODE    ADDRESS   : 533 CURIE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   316,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,211.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,187.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.97100
    ----------------------------------------------------------------
0   0031762834     MORTGAGORS: DUNSMORE             ROBERT
                               DUNSMORE             WHITNEY
    REGION CODE    ADDRESS   : 552 CONVERSE BAY ROAD
        01         CITY      :    CHARLOTTE
                   STATE/ZIP : VT  05445
    MORTGAGE AMOUNT :   271,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,871.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.24300
    ----------------------------------------------------------------
0   0031763188     MORTGAGORS: WEISS                GARRY
                               WEISS                JANET
    REGION CODE    ADDRESS   : 254 GREAT NECK ROAD
        01         CITY      :    WATERFORD
                   STATE/ZIP : CT  06385
    MORTGAGE AMOUNT :   455,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    455,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,103.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 61.32000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,729,200.00
                               P & I AMT:     11,977.95
                               UPB AMT:   1,728,711.13

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          114
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031763527     MORTGAGORS: MANDELL              JEFFREY
                               MANDELL              BARBARA
    REGION CODE    ADDRESS   : 11021 OSO AVENUE
        01         CITY      :    CHATSWORTH AREA
                   STATE/ZIP : CA  91311
    MORTGAGE AMOUNT :   361,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    361,110.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,434.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 76.99100
    ----------------------------------------------------------------
0   0031763881     MORTGAGORS: DAVIS                J.
                               DAVIS                EMILY
    REGION CODE    ADDRESS   : 655 BENT CREEK RIDGE
        01         CITY      :    DEERFIELD
                   STATE/ZIP : IL  60015
    MORTGAGE AMOUNT :   370,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    370,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,524.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.54902
    ----------------------------------------------------------------
0   0031763949     MORTGAGORS: GIBBS                LAWRENCE
                               GIBBS                LINDA
    REGION CODE    ADDRESS   : 1395 CHERRY HILL WY
        01         CITY      :    CHINO HILLS
                   STATE/ZIP : CA  91709
    MORTGAGE AMOUNT :   253,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,227.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,747.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.06250
    ----------------------------------------------------------------
0   0031764178     MORTGAGORS: GROSEL               MARK
                               GROSEL               MARY
    REGION CODE    ADDRESS   : 32450-54 WILDWOOD POINT ROAD
        01         CITY      :    HARTLAND
                   STATE/ZIP : WI  53029
    MORTGAGE AMOUNT :   303,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,957.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,042.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031764491     MORTGAGORS: HORA                 MANINDER
                               HORA                 JASBIR
    REGION CODE    ADDRESS   : 202 VIEWPOINT DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   348,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    348,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,373.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 58.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,635,600.00
                               P & I AMT:     11,122.96
                               UPB AMT:   1,632,295.59

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          115
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031764640     MORTGAGORS: STARR                KEVIN
                               STARR                JENNIFER
    REGION CODE    ADDRESS   : 623 PARLEYS ROAD
        01         CITY      :    PARK CITY
                   STATE/ZIP : UT  84098
    MORTGAGE AMOUNT :   286,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,930.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 71.62500
    ----------------------------------------------------------------
0   0031764715     MORTGAGORS: SMITH                GERALD
                               SMITH                RHEA
    REGION CODE    ADDRESS   : 9592 VANCOUVER LANE
        01         CITY      :    WINDSOR
                   STATE/ZIP : CA  95492
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.78700
    ----------------------------------------------------------------
0   0031765068     MORTGAGORS: WAKIL                BRIAN
                               WAKIL                SUSAN
    REGION CODE    ADDRESS   : 2425 EARL STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90039
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 50.30900
    ----------------------------------------------------------------
0   0031765175     MORTGAGORS: TEED                 JONATHAN
                               KILEY                DIERDRE
    REGION CODE    ADDRESS   : 518 LOCKWOOD ROAD
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06432
    MORTGAGE AMOUNT :   311,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,019.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,176.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031765316     MORTGAGORS: GROH                 JOHN
                               SLATER               DEBRA
    REGION CODE    ADDRESS   : 14435 SOUTHEAST 60TH STREET
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98006
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.36800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,376,750.00
                               P & I AMT:      9,442.76
                               UPB AMT:   1,376,304.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          116
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031765480     MORTGAGORS: COOLIDGE             TREVOR
                               COOLIDGE             ROBERTA
    REGION CODE    ADDRESS   : 13153 MORNING GLORY DRIVE
        01         CITY      :    LAKESIDE
                   STATE/ZIP : CA  92040
    MORTGAGE AMOUNT :   268,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,040.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,829.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.99307
    ----------------------------------------------------------------
0   0031765530     MORTGAGORS: BURKE                STEPHEN
                               BURKE                LESLIE
    REGION CODE    ADDRESS   : 20 DEXTER DRIVE
        01         CITY      :    SHERBORN
                   STATE/ZIP : MA  01770
    MORTGAGE AMOUNT :   625,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    625,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,316.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------
0   0031765977     MORTGAGORS: CARTEE               CHRISTOPHER
                               CARTEE               SHERYL
    REGION CODE    ADDRESS   : 12901 LOCKSLEY COURT
        01         CITY      :    HERNDON
                   STATE/ZIP : VA  20171
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,785.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.44400
    ----------------------------------------------------------------
0   0031766405     MORTGAGORS: HSIEH                CARSON
                               HSIEH                CHAU
    REGION CODE    ADDRESS   : 31231 PASEO CRUCERO
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   390,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    390,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,564.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0031766413     MORTGAGORS: MESSINA              VINCENT
                               MESSINA              LAURA
    REGION CODE    ADDRESS   : 8413 213TH PLACE NORTHEAST
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98053
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,455.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.78900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,911,650.00
                               P & I AMT:     12,972.71
                               UPB AMT:   1,911,226.42

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          117
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031766421     MORTGAGORS: CACCIABAUDO          JEAN

    REGION CODE    ADDRESS   : 100 HILTON AVENUE UNIT 512
        01         CITY      :    GARDEN CITY
                   STATE/ZIP : NY  11530
    MORTGAGE AMOUNT :   292,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,266.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,970.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031766462     MORTGAGORS: IMPERIO              MICHAEL
                               IMPERIO              MICHELLE
    REGION CODE    ADDRESS   : 1754 PRAED STREET
        01         CITY      :    RIVERSIDE
                   STATE/ZIP : CA  92503
    MORTGAGE AMOUNT :   237,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    237,773.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,663.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.99000
    ----------------------------------------------------------------
0   0031766470     MORTGAGORS: DE GRANDIS           JEFFREY
                               DE GRANDIS           JULIANN
    REGION CODE    ADDRESS   : 25311 JOYCE PLACE
        01         CITY      :    STEVENSON RANCH
                   STATE/ZIP : CA  91381
    MORTGAGE AMOUNT :   317,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,139.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031766660     MORTGAGORS: LOIACANO             GARY
                               HUNT                 KIMBERLY
    REGION CODE    ADDRESS   : 18159 SANTA CECILIA CIRCLE
        01         CITY      :    FOUNTAIN VALLEY
                   STATE/ZIP : CA  92708
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031766819     MORTGAGORS: LINDOR               MICHAEL
                               LINDOR               DEBRA
    REGION CODE    ADDRESS   : 17054 HUNTINGTON PATH
        01         CITY      :    LAKEVILLE
                   STATE/ZIP : MN  55044
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,744.13  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
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,455,250.00
                               P & I AMT:      9,892.73
                               UPB AMT:   1,454,360.34

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          118
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031766967     MORTGAGORS: MCCLARY              TERRY
                               MCCLARY              JANET
    REGION CODE    ADDRESS   : 21252 FERN CIRCLE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   458,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    457,668.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,241.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 73.87000
    ----------------------------------------------------------------
0   0031767296     MORTGAGORS: BASSART              CARLOS
                               BASSART              LAUREL
    REGION CODE    ADDRESS   : 20282 WIND CAVE LANE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,818.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,914.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.42800
    ----------------------------------------------------------------
0   0031767361     MORTGAGORS: HUNT                 DAVID
                               HUNT                 ROBERTA
    REGION CODE    ADDRESS   : 10133 N.W. SKYLINE BLVD.
        01         CITY      :    PORTLAND
                   STATE/ZIP : OR  97231
    MORTGAGE AMOUNT :   300,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,159.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,023.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 57.21900
    ----------------------------------------------------------------
0   0031767734     MORTGAGORS: HENDERSON            DENNIS
                               HENDERSON            NANCE
    REGION CODE    ADDRESS   : 8667 CRESGATE CIRCLE
        01         CITY      :    ORLANDO
                   STATE/ZIP : FL  32819
    MORTGAGE AMOUNT :   311,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,656.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,127.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99487
    ----------------------------------------------------------------
0   0031767817     MORTGAGORS: SERBIN               TAD

    REGION CODE    ADDRESS   : 225 LIVE OAK DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   326,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    325,232.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,223.90  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.61900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,660,300.00
                               P & I AMT:     11,531.35
                               UPB AMT:   1,658,535.72

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          119
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031767841     MORTGAGORS: JOHNSON              ROBERT
                               JOHNSON              DIANE
    REGION CODE    ADDRESS   : 11246 PHOENIX WY
        01         CITY      :    NAPLES
                   STATE/ZIP : FL  34119
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031767890     MORTGAGORS: ZARETT               DAVID
                               ZARETT               ROCHELLE
    REGION CODE    ADDRESS   : 46 ROUND TREE DRIVE
        01         CITY      :    MELVILLE
                   STATE/ZIP : NY  11747
    MORTGAGE AMOUNT :   384,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    383,715.02  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,684.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031767965     MORTGAGORS: LIU                  JAMES

    REGION CODE    ADDRESS   : 58 FAIRLAKE #32
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92614
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    363,430.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,483.13  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031767973     MORTGAGORS: SCHWARTZ             JEFFREY

    REGION CODE    ADDRESS   : 188 ANCHORAGE STREET
        01         CITY      :    WEST ISLIP
                   STATE/ZIP : NY  11795
    MORTGAGE AMOUNT :   405,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,866.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031768138     MORTGAGORS: CRONIN               THOMAS
                               CRONIN               ARLENE
    REGION CODE    ADDRESS   : 5301 MANTON AVENUE
        01         CITY      :    WOODLAND HILLS AREA
                   STATE/ZIP : CA  91367
    MORTGAGE AMOUNT :   303,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,951.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,017.20  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:   1,780,200.00
                               P & I AMT:     12,234.73
                               UPB AMT:   1,778,837.75

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          120
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031768385     MORTGAGORS: HO                   WU-JING
                               HO                   JESSICA
    REGION CODE    ADDRESS   : 22525 SALEM AVENUE
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   435,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    434,634.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,857.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 50.14400
    ----------------------------------------------------------------
0   0031768492     MORTGAGORS: KAN                  STANLEY
                               KAN                  SHERRI
    REGION CODE    ADDRESS   : 18930 BRITTANY PLACE
        01         CITY      :    ROWLAND HEIGHTS AREA
                   STATE/ZIP : CA  91748
    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     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.37500
    ----------------------------------------------------------------
0   0031769367     MORTGAGORS: HASAN                SALMAN

    REGION CODE    ADDRESS   : 4259 BOLINA DRIVE
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   377,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    377,655.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,578.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.98800
    ----------------------------------------------------------------
0   0031770241     MORTGAGORS: SCHUMAKER            SHELDON
                               SCHUMAKER            FRANCES
    REGION CODE    ADDRESS   : 22820 STONEBRIDGE STREET
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   405,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    405,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,866.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 71.17700
    ----------------------------------------------------------------
0   0031770340     MORTGAGORS: SHEPPERSON           RONALD

    REGION CODE    ADDRESS   : 242 SAINT JOSEPH AVENUE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90803
    MORTGAGE AMOUNT :   388,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    388,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,614.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,929,950.00
                               P & I AMT:     13,209.79
                               UPB AMT:   1,929,055.19

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          121
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031770449     MORTGAGORS: GUTIERREZ            RAYMOND
                               GUTIERREZ            YVETTE
    REGION CODE    ADDRESS   : 72 AYAMONTE COURT
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   254,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,811.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,776.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.95400
    ----------------------------------------------------------------
0   0031770530     MORTGAGORS: SANDERS              STEVE
                               SANDERS              MARGARET
    REGION CODE    ADDRESS   : 2277 BERRYESSA LANE
        01         CITY      :    SANTA MARIA
                   STATE/ZIP : CA  93455
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,210.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.29400
    ----------------------------------------------------------------
0   0031771249     MORTGAGORS: LINCOLN              CHRISTOPHER
                               BRATTON              BARBARA
    REGION CODE    ADDRESS   : 142 WESTWOOD DRIVE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94112
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,455.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031771330     MORTGAGORS: BARBER               LELAND
                               BASILIKO             SHIRLEY
    REGION CODE    ADDRESS   : 6530 WEST 98TH DRIVE
        01         CITY      :    WESTMINSTER
                   STATE/ZIP : CO  80021
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 89.98600
    ----------------------------------------------------------------
0   0031771454     MORTGAGORS: MISKO                DAVID
                               MISKO                SHERYL
    REGION CODE    ADDRESS   : 5454 MOONSHADOW STREET
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93063
    MORTGAGE AMOUNT :   314,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,147.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,523,750.00
                               P & I AMT:     10,511.98
                               UPB AMT:   1,523,357.41

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          122
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031771504     MORTGAGORS: FEIG                 DANIEL
                               FEIG                 CYNTHIA
    REGION CODE    ADDRESS   : 2615 NORTH CAMIMO PRINCIPAL
        01         CITY      :    TUSCON
                   STATE/ZIP : AZ  85715
    MORTGAGE AMOUNT :   385,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,597.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.10000
    ----------------------------------------------------------------
0   0031771777     MORTGAGORS: FEIGIN               SAMUEL
                               FEIGIN               LISA
    REGION CODE    ADDRESS   : 40 MYRTLE STREET
        01         CITY      :    NEWTON
                   STATE/ZIP : MA  02465
    MORTGAGE AMOUNT :   360,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    360,175.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,489.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031771827     MORTGAGORS: REED                 MALCOLM
                               REED                 NANCY
    REGION CODE    ADDRESS   : 7536 PRIMROSE DRIVE
        01         CITY      :    IRVING
                   STATE/ZIP : TX  75063
    MORTGAGE AMOUNT :   265,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,848.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,830.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031771926     MORTGAGORS: TSENG                WILLIAM
                               TSENG                CAMELLIA
    REGION CODE    ADDRESS   : 19 LILIANO
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92614
    MORTGAGE AMOUNT :   273,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,550.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,842.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.98300
    ----------------------------------------------------------------
0   0031771967     MORTGAGORS: BATES                BRUCE
                               BATES                LISA
    REGION CODE    ADDRESS   : 17 OAK CANYON TRAIL
        01         CITY      :    COTO DE CAZA
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   842,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    842,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     5,743.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   015
    LTV :                 66.03900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,126,550.00
                               P & I AMT:     14,504.24
                               UPB AMT:   2,126,074.04

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          123
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031772072     MORTGAGORS: GUKOVSKY             ILYA
                               GUKOVSKAYA           ANNA
    REGION CODE    ADDRESS   : 30458 RAINBOW CREST DRIVE
        01         CITY      :    AGOURA HILLS
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   297,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,356.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,979.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031772106     MORTGAGORS: SWAMY                SOM
                               SWAMY                PUSHPA
    REGION CODE    ADDRESS   : 508 BUTTONWOOD DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94506
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,728.11  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 :                 61.81800
    ----------------------------------------------------------------
0   0031772270     MORTGAGORS: REYES                NICHOLAS
                               REYES                ALICIA
    REGION CODE    ADDRESS   : 39 WAKONDA
        01         CITY      :    DOVE CANYON AREA
                   STATE/ZIP : CA  92679
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.11700
    ----------------------------------------------------------------
0   0031772361     MORTGAGORS: MEAD                 RONALD
                               MEAD                 JANE
    REGION CODE    ADDRESS   : 4136 PEMBURY PLACE
        01         CITY      :    LA CANADA-FLINTRIDGE
                   STATE/ZIP : CA  91011
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031772379     MORTGAGORS: PREBULA              GARY
                               PREBULA              DAWN
    REGION CODE    ADDRESS   : 3807 EVANS STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90027
    MORTGAGE AMOUNT :   309,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,752.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,081.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,761,600.00
                               P & I AMT:     11,981.39
                               UPB AMT:   1,760,456.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          124
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031772387     MORTGAGORS: CLARK                ROBERT
                               CLARK                SUSAN
    REGION CODE    ADDRESS   : 1028 DEVONSHIRE DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92107
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,175.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031773104     MORTGAGORS: BHATWAL              ALOK
                               KHATRI               DEEPA
    REGION CODE    ADDRESS   : 63 ROCKY HILL ROAD
        01         CITY      :    SOUTH BRUNSWICK
                   STATE/ZIP : NJ  08540
    MORTGAGE AMOUNT :   283,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,955.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.80800
    ----------------------------------------------------------------
0   0031773351     MORTGAGORS: HAPPEL               F.
                               HAPPEL               MARY ELLEN
    REGION CODE    ADDRESS   : 22 PHILLIPS AVE
        01         CITY      :    ROCKPORT
                   STATE/ZIP : MA  01966
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031773369     MORTGAGORS: MADIN                IRA
                               MADIN                RONI
    REGION CODE    ADDRESS   : 4000 GREENTREE DRIVE
        01         CITY      :    OCEAN SIDE
                   STATE/ZIP : NY  11572
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,428.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.25000  MATURITY DATE     :   10/01/23
    CURRENT INT RATE:      8.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031773799     MORTGAGORS: PEARSON              ROBERT
                               PEARSON              PATRICIA
    REGION CODE    ADDRESS   : 2121 SOUTH EAST FOOTHILL BOULEVARD
        01         CITY      :    SANTA ANA
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   512,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    512,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,492.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 62.06000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,778,200.00
                               P & I AMT:     12,508.63
                               UPB AMT:   1,777,919.16

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          125
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031773849     MORTGAGORS: CAPLIS               MARK
                               CAPLIS               YANE
    REGION CODE    ADDRESS   : 2032 LEXINGTON ROAD
        01         CITY      :    GREEN OAKS
                   STATE/ZIP : IL  60048
    MORTGAGE AMOUNT :   445,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    445,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,111.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.16600
    ----------------------------------------------------------------
0   0031773914     MORTGAGORS: FRANCHETTI           THEODORE
                               FRANCHETTI           ANITA
    REGION CODE    ADDRESS   : 2612 WESLEY AVENUE
        01         CITY      :    OCEAN CITY
                   STATE/ZIP : NJ  08226
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 66.66666
    ----------------------------------------------------------------
0   0031774086     MORTGAGORS: BEALOR               BARRY
                               BEALOR               NANCY
    REGION CODE    ADDRESS   : 251 KINGS HIGHWAY WEST
        01         CITY      :    HADDONFIELD
                   STATE/ZIP : NJ  08033
    MORTGAGE AMOUNT :   242,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,972.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/18
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 61.86200
    ----------------------------------------------------------------
0   0031775216     MORTGAGORS: SWAAB                DONNA

    REGION CODE    ADDRESS   : 315 35TH STREET
        01         CITY      :    MANHATTAN BEACH
                   STATE/ZIP : CA  90266
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 46.13400
    ----------------------------------------------------------------
0   0031775588     MORTGAGORS: ONEID                GEORGE

    REGION CODE    ADDRESS   : 7 MORNINGSIDE CIRCLE
        01         CITY      :    LITTLE FALLS
                   STATE/ZIP : NJ  07424
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,634.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,715,500.00
                               P & I AMT:     12,111.91
                               UPB AMT:   1,714,917.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          126
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031775646     MORTGAGORS: FISH                 DAVID
                               FISH                 JULIE
    REGION CODE    ADDRESS   : 926 QUAIL OAKS LANE
        01         CITY      :    NIPOMO
                   STATE/ZIP : CA  93444
    MORTGAGE AMOUNT :   270,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,870.00  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031775760     MORTGAGORS: DODGE                CRAIG
                               DODGE                ELIZABETH
    REGION CODE    ADDRESS   : 1250 GOLFVIEW DRIVE
        01         CITY      :    WOODRIDGE
                   STATE/ZIP : IL  60517
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,886.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 91.80300
    ----------------------------------------------------------------
0   0031775802     MORTGAGORS: AHLE                 DAVID
                               AHLE                 DENISE
    REGION CODE    ADDRESS   : 10172 BEAVER CIRCLE
        01         CITY      :    CYPRESS
                   STATE/ZIP : CA  90630
    MORTGAGE AMOUNT :   251,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,825.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031775836     MORTGAGORS: WHYLEY               ROBERT
                               WHYLEY               LAURA
    REGION CODE    ADDRESS   : 2226 FAIRHURST DRIVE
        01         CITY      :    LA CANADA FLINTRIDGE
                   STATE/ZIP : CA  91011
    MORTGAGE AMOUNT :   428,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    427,666.11  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,919.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.25900
    ----------------------------------------------------------------
0   0031775869     MORTGAGORS: CARLILE              JEFFREY
                               CARLILE              CAROL
    REGION CODE    ADDRESS   : 1910 TAHUNA TERRACE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92625
    MORTGAGE AMOUNT :   334,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,367.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 39.35294
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,565,000.00
                               P & I AMT:     10,869.08
                               UPB AMT:   1,564,666.11

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          127
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031775877     MORTGAGORS: MCFARLAND            SCOTT
                               MCFARLAND            TERI
    REGION CODE    ADDRESS   : 20477 SARTELL DRIVE
        01         CITY      :    WALNUT
                   STATE/ZIP : CA  91789
    MORTGAGE AMOUNT :   393,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,292.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,685.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031776115     MORTGAGORS: MAC RAE              ANNE
                               HEMM                 JOSEPH
    REGION CODE    ADDRESS   : 222 SADOWA STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94112
    MORTGAGE AMOUNT :   265,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,450.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,788.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.98300
    ----------------------------------------------------------------
0   0031776164     MORTGAGORS: MCCURDY              DAVID
                               MCCURDY              JACQUELINE
    REGION CODE    ADDRESS   : 85 NAWILIWILI STREET
        01         CITY      :    HONOLULU
                   STATE/ZIP : HI  96825
    MORTGAGE AMOUNT :   284,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,847.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 64.00000
    ----------------------------------------------------------------
0   0031776875     MORTGAGORS: PETERSON             ROGER
                               PETERSON             LISA
    REGION CODE    ADDRESS   : 2012 SILVERWOOD DRIVE
        01         CITY      :    NEWTOWN
                   STATE/ZIP : PA  18940
    MORTGAGE AMOUNT :   300,050.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,050.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,971.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 76.24000
    ----------------------------------------------------------------
0   0031777121     MORTGAGORS: WILLIS               LEE
                               WILLIS               MARILYN
    REGION CODE    ADDRESS   : 20792 SPARKMAN LANE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92646
    MORTGAGE AMOUNT :   242,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,736.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,486,300.00
                               P & I AMT:     10,028.34
                               UPB AMT:   1,485,992.95

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          128
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031777303     MORTGAGORS: HINTZ                TODD
                               HINTZ                KRISTINA
    REGION CODE    ADDRESS   : 10457 EL COMAL DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92124
    MORTGAGE AMOUNT :   260,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    260,950.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,780.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.98200
    ----------------------------------------------------------------
0   0031777378     MORTGAGORS: CROWTHER             MAYNARD
                               CROWTHER             ANITA
    REGION CODE    ADDRESS   : 257 MONTAIR DRIVE
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   398,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,715.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 64.71500
    ----------------------------------------------------------------
0   0031777485     MORTGAGORS: HEDGES               JAMES
                               HEDGES               LAURIE
    REGION CODE    ADDRESS   : 1315 INDIAN SPRINGS DRIVE
        01         CITY      :    GLENDORA
                   STATE/ZIP : CA  91741
    MORTGAGE AMOUNT :   315,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,125.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.97400
    ----------------------------------------------------------------
0   0031778178     MORTGAGORS: FOSTER               TIMOTHY
                               FOSTER               GINGER
    REGION CODE    ADDRESS   : 15308 HAWTHORNE AVENUE
        01         CITY      :    CHINO HILLS
                   STATE/ZIP : CA  91709
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.77700
    ----------------------------------------------------------------
0   0031778772     MORTGAGORS: LEE                  DANNY
                               CAMPANELLI           NANNETTE
    REGION CODE    ADDRESS   : 23021 HADEN COURT
        01         CITY      :    SANTA CLARITA
                   STATE/ZIP : CA  91321
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,554,450.00
                               P & I AMT:     10,602.92
                               UPB AMT:   1,554,221.72

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          129
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031778863     MORTGAGORS: MICKELSON            DAVID
                               MICKELSON            ALICE
    REGION CODE    ADDRESS   : 11649 CYPRESS CANYON ROAD
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   320,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,337.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,132.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.42446
    ----------------------------------------------------------------
0   0031778889     MORTGAGORS: SOPP                 MARK

    REGION CODE    ADDRESS   : 2239 PASEO SAUCEDAL
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   279,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,526.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,884.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99800
    ----------------------------------------------------------------
0   0031778897     MORTGAGORS: GARDNER              NORMAN

    REGION CODE    ADDRESS   : 529 RIGHTERS MILL ROAD
        01         CITY      :    PENN VALLEY
                   STATE/ZIP : PA  19072
    MORTGAGE AMOUNT :   430,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    430,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,934.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.15500
    ----------------------------------------------------------------
0   0031778954     MORTGAGORS: BERMAN               CHRISTOPHER
                               BERMAN               SHERYL
    REGION CODE    ADDRESS   : 6633 TOWERING OAK PATH
        01         CITY      :    COLUMBIA
                   STATE/ZIP : MD  21044
    MORTGAGE AMOUNT :   415,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,491.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,697.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0031779150     MORTGAGORS: SCHLESINGER          DAVID
                               SCHLESINGER          DENISE
    REGION CODE    ADDRESS   : 1302 VALLEY OAK WAY
        01         CITY      :    BEL AIR
                   STATE/ZIP : MD  21014
    MORTGAGE AMOUNT :   269,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,489.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,716,000.00
                               P & I AMT:     11,488.76
                               UPB AMT:   1,714,945.07

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          130
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031779184     MORTGAGORS: COURTNEY             JOHN
                               ASBURY               HEIDI
    REGION CODE    ADDRESS   : 941 WILLIAM STREET
        01         CITY      :    RIVER FOREST
                   STATE/ZIP : IL  60305
    MORTGAGE AMOUNT :   520,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    520,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,503.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.28500
    ----------------------------------------------------------------
0   0031779333     MORTGAGORS: STARKMAN             PETER
                               CZUFIN               CARRIE
    REGION CODE    ADDRESS   : 3317 CANDLEWOOD ROAD
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   388,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    388,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,646.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031779341     MORTGAGORS: DAMIN                MARTIN
                               DAMIN                SUSAN
    REGION CODE    ADDRESS   : 8 GREENWOODS ROAD
        01         CITY      :    OLD TAPPAN
                   STATE/ZIP : NJ  07675
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,785.47  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 :                 54.56300
    ----------------------------------------------------------------
0   0031779366     MORTGAGORS: MORGAN               GLENN
                               MORGAN               DIANE
    REGION CODE    ADDRESS   : 2 ROBIN COURT
        01         CITY      :    MORRIS TWP.
                   STATE/ZIP : NJ  07960
    MORTGAGE AMOUNT :   466,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    466,335.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,183.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.07900
    ----------------------------------------------------------------
0   0031779580     MORTGAGORS: GRAZIANO             MICHAEL
                               GRAZIANO             DEBRA
    REGION CODE    ADDRESS   : 4820 EAST COLORADO STREET
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90814
    MORTGAGE AMOUNT :   263,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,816.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 59.10100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,912,700.00
                               P & I AMT:     13,026.37
                               UPB AMT:   1,912,121.40

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          131
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031779705     MORTGAGORS: HOWARD               MARK
                               HOWARD               KATHERINE
    REGION CODE    ADDRESS   : 3672 TIFFANI COURT
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95065
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.40200
    ----------------------------------------------------------------
0   0031780000     MORTGAGORS: NICOLI               DOMINIC

    REGION CODE    ADDRESS   : 135 DELLA COURT
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,903.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.53800
    ----------------------------------------------------------------
0   0031780117     MORTGAGORS: LAWSON               JOHN

    REGION CODE    ADDRESS   : 4908 LEADENHALL ROAD
        01         CITY      :    OAK RIDGE
                   STATE/ZIP : NC  27310
    MORTGAGE AMOUNT :   366,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,721.50  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,527.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031780125     MORTGAGORS: SAULS                DONALD
                               SAULS                SUE
    REGION CODE    ADDRESS   : 941 BEESON LANE
        01         CITY      :    TALENT
                   STATE/ZIP : OR  97540
    MORTGAGE AMOUNT :   258,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,743.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031780232     MORTGAGORS: SCHOFDING            SCOTT
                               SCHOFDING            JO ANN
    REGION CODE    ADDRESS   : 31671 EAST BELLVINE TRAIL
        01         CITY      :    BEVERLY HILLS
                   STATE/ZIP : MI  48025
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,615.32  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,740.50  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:   1,580,750.00
                               P & I AMT:     10,850.27
                               UPB AMT:   1,580,086.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          132
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031780307     MORTGAGORS: SULLIVAN             BRIAN
                               SULLIVAN             MAUREEN
    REGION CODE    ADDRESS   : 4332 NAGLE WAY
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94536
    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     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 78.83300
    ----------------------------------------------------------------
0   0031780521     MORTGAGORS: GORAJIA              KUSUM

    REGION CODE    ADDRESS   : 2849 ALTIVO PLACE
        01         CITY      :    FULLERTON
                   STATE/ZIP : CA  92635
    MORTGAGE AMOUNT :   287,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,961.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 47.91600
    ----------------------------------------------------------------
0   0031780638     MORTGAGORS: WALL                 JUDI
                               WALL                 RICHARD
    REGION CODE    ADDRESS   : 410B NORTH KALAHEO AVENUE
        01         CITY      :    KAILUA
                   STATE/ZIP : HI  96734
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.50000
    ----------------------------------------------------------------
0   0031780943     MORTGAGORS: CAVANAUGH            CHRISTOPHER
                               GIALLORETO           PETER
    REGION CODE    ADDRESS   : 5 CROMWELL COURT
        01         CITY      :    WEST WINDSOR
                   STATE/ZIP : NJ  08540
    MORTGAGE AMOUNT :   269,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,835.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031781784     MORTGAGORS: BROWN                STEVEN
                               PYUN                 SHANA
    REGION CODE    ADDRESS   : 3 HAWTHORNE STREET
        01         CITY      :    ACTON
                   STATE/ZIP : MA  01720
    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     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 87.71900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,648,600.00
                               P & I AMT:     11,196.81
                               UPB AMT:   1,648,600.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          133
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031782220     MORTGAGORS: ROWAN                RICHARD
                               ROWAN                DEBRA
    REGION CODE    ADDRESS   : 2624 CEDAR CREST COURT
        01         CITY      :    MERCED
                   STATE/ZIP : CA  95340
    MORTGAGE AMOUNT :   313,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,139.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031782287     MORTGAGORS: CUMMINS              LARIMORE
                               CUMMINS              KATHRYN
    REGION CODE    ADDRESS   : 1307 WEST CLIFF DRIVE
        01         CITY      :    SANTA CRUZ
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   506,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    506,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,494.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 52.16400
    ----------------------------------------------------------------
0   0031782329     MORTGAGORS: SPEERS               JONATHAN
                               SPEERS               M.
    REGION CODE    ADDRESS   : OFF SHORE ROAD
        01         CITY      :    OGUNQUIT
                   STATE/ZIP : ME  03907
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 77.95100
    ----------------------------------------------------------------
0   0031782451     MORTGAGORS: HENRY                BURNS
                               HENRY                ELIZABETH
    REGION CODE    ADDRESS   : 4465 OCEAN BOULEVARD #10
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92109
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.30900
    ----------------------------------------------------------------
0   0031782717     MORTGAGORS: PYLES                RODNEY
                               PYLES                KAREN
    REGION CODE    ADDRESS   : 2001 GOLDENROD LANE
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   350,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,481.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 89.89700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,776,200.00
                               P & I AMT:     12,293.25
                               UPB AMT:   1,776,010.01

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          134
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031782865     MORTGAGORS: CLARKE               SIMON
                               CLARKE               LINDA
    REGION CODE    ADDRESS   : 4307 TEESDALE AVENUE
        01         CITY      :    STUDIO CITY AREA
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   263,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,817.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.98200
    ----------------------------------------------------------------
0   0031782964     MORTGAGORS: KNAPPENBERGER        ALBERT
                               KNAPPENBERGER        JO ANN
    REGION CODE    ADDRESS   : 2538 RIDGELAND ROAD
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    MORTGAGE AMOUNT :   245,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,734.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.05800
    ----------------------------------------------------------------
0   0031783129     MORTGAGORS: LARESE               JEFFREY
                               LARESE               GRETCHEN
    REGION CODE    ADDRESS   : 3875 SUNCREST AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95132
    MORTGAGE AMOUNT :   281,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,964.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.53600
    ----------------------------------------------------------------
0   0031783137     MORTGAGORS: SHARF                ALBERT
                               SHARF                IONA
    REGION CODE    ADDRESS   : 4931 PEARLMAN WAY
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92130
    MORTGAGE AMOUNT :   610,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    610,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,112.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.96300
    ----------------------------------------------------------------
0   0031783152     MORTGAGORS: VER WAYNE            RICHARD
                               VER WAYNE            ROXANA
    REGION CODE    ADDRESS   : 9 SHASTA COURT
        01         CITY      :    RANCHO SANTA MARGARITA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   436,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    436,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,011.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.30500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,835,600.00
                               P & I AMT:     12,640.46
                               UPB AMT:   1,835,600.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          135
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031783178     MORTGAGORS: SWAMINATHAN          SRIRAM
                               SRIRAM               SOWMINI
    REGION CODE    ADDRESS   : 6579 JEREMIE DRIVE,
        01         CITY      :    SAN JOSE,
                   STATE/ZIP : CA  95120
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 61.71400
    ----------------------------------------------------------------
0   0031783186     MORTGAGORS: CASTELLANO           DANIEL
                               KARNOFEL             HEIDI
    REGION CODE    ADDRESS   : 22034 CLEARWOOD COURT
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   406,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    406,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,735.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 71.85800
    ----------------------------------------------------------------
0   0031783335     MORTGAGORS: ALBANESE             ROBERT
                               ALBANESE             KATHLEEN
    REGION CODE    ADDRESS   : 54 PHILLIPS ROAD
        01         CITY      :    SUDBURY
                   STATE/ZIP : MA  01776
    MORTGAGE AMOUNT :   458,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    458,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,347.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/23
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 58.71700
    ----------------------------------------------------------------
0   0031783343     MORTGAGORS: REYNGOLD             ILYA
                               REYNGOLD             ZHANNA
    REGION CODE    ADDRESS   : 4217 IRONWOOD AVENUE,
        01         CITY      :    SEAL BEACH,
                   STATE/ZIP : CA  90740
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,770.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031783749     MORTGAGORS: LIGHTFOOT            DAN
                               LIGHTFOOT            META
    REGION CODE    ADDRESS   : 5421 WILSHIRE DRIVE
        01         CITY      :    SANTA ROSA
                   STATE/ZIP : CA  95404
    MORTGAGE AMOUNT :   303,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,122.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.58100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,771,500.00
                               P & I AMT:     12,305.49
                               UPB AMT:   1,771,270.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          136
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031783772     MORTGAGORS: ROBERTSON            KEITH

    REGION CODE    ADDRESS   : 196 CAMBRIDGE AVENUE
        01         CITY      :    SAN LEANDRO
                   STATE/ZIP : CA  94577
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031783806     MORTGAGORS: BARTLOW              GREGORY
                               BARTLOW              JERICHO
    REGION CODE    ADDRESS   : 116 RIVO ALTO CANAL
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90803
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 53.27800
    ----------------------------------------------------------------
0   0031783814     MORTGAGORS: LEAVY                JOHN
                               LEAVY                RENEE
    REGION CODE    ADDRESS   : 5350 ALTA BAHIA COURT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92109
    MORTGAGE AMOUNT :   425,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    425,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,863.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 59.85900
    ----------------------------------------------------------------
0   0031783822     MORTGAGORS: GURURANGAN           RAGHURAMAN
                               GURURANGAN           GAYATRI
    REGION CODE    ADDRESS   : 3114 CORTE DEL CINO
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,830.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 58.88800
    ----------------------------------------------------------------
0   0031783830     MORTGAGORS: ANGIER               DAVID
                               ANGIER               KENDRA
    REGION CODE    ADDRESS   : 346 RAMONA ROAD
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,069.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,896,000.00
                               P & I AMT:     12,938.19
                               UPB AMT:   1,896,000.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          137
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031783897     MORTGAGORS: BRODNANSKY           MARC
                               BRODNANSKY           NEYDA
    REGION CODE    ADDRESS   : 444 PALOS VERDES BOULEVARD
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90277
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,706.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031783996     MORTGAGORS: SPIRO                RAYMOND
                               SPIRO                NOLA
    REGION CODE    ADDRESS   : 1229 CALIFORNIA AVENUE #2
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90403
    MORTGAGE AMOUNT :   309,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,004.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 67.17300
    ----------------------------------------------------------------
0   0031784093     MORTGAGORS: GALLAHER             STEVE
                               GALLAHER             MARY
    REGION CODE    ADDRESS   : 15811 LAVENHAM ROAD
        01         CITY      :    HUNTERSVILLE
                   STATE/ZIP : NC  28078
    MORTGAGE AMOUNT :   241,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,763.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,624.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 94.98544
    ----------------------------------------------------------------
0   0031784101     MORTGAGORS: SOOJIAN              WAYNE
                               SOOJIAN              KAREN
    REGION CODE    ADDRESS   : 10202 HARMONY CIRCLE
        01         CITY      :    EDEN PRAIRIE
                   STATE/ZIP : MN  55347
    MORTGAGE AMOUNT :   312,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    311,744.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,075.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.98700
    ----------------------------------------------------------------
0   0031784119     MORTGAGORS: UHLIR                KENNETH
                               UHLIR                KATHY
    REGION CODE    ADDRESS   : 47 WEST MUNDHANK ROAD
        01         CITY      :    SOUTH BARRRINGTON
                   STATE/ZIP : IL  60010
    MORTGAGE AMOUNT :   413,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    412,201.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,853.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.22400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,519,300.00
                               P & I AMT:     10,264.21
                               UPB AMT:   1,517,708.46

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          138
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031784143     MORTGAGORS: GRAGNANI             LOUIS
                               GRAGNANI             CONNIE
    REGION CODE    ADDRESS   : 1107 GLYNWATER LANE
        01         CITY      :    WAXHAW
                   STATE/ZIP : NC  28173
    MORTGAGE AMOUNT :   310,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,551.46  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,093.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0031784168     MORTGAGORS: BALDWIN              EDWARD
                               BALDWIN              AURETHA
    REGION CODE    ADDRESS   : 6772 EDGE CLIFF DRIVE
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22315
    MORTGAGE AMOUNT :   320,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    320,449.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,187.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99100
    ----------------------------------------------------------------
0   0031784176     MORTGAGORS: THOMPSON             TRISA

    REGION CODE    ADDRESS   : 2315 BOWMAN AVENUE
        01         CITY      :    AUSTIN
                   STATE/ZIP : TX  78703
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,780.32  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 :                 72.82600
    ----------------------------------------------------------------
0   0031784192     MORTGAGORS: HOTZ                 JEFFREY
                               HOTZ                 LORI
    REGION CODE    ADDRESS   : 472 WILLIAMS STREET
        01         CITY      :    FOLSOM
                   STATE/ZIP : CA  95630
    MORTGAGE AMOUNT :   268,350.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,350.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,785.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98600
    ----------------------------------------------------------------
0   0031784234     MORTGAGORS: STARCK               DANIEL
                               STARCK               SABRINA
    REGION CODE    ADDRESS   : 3185 SHELTER COVE LANE
        01         CITY      :    ELK GROVE
                   STATE/ZIP : CA  95758
    MORTGAGE AMOUNT :   253,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,752.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 94.96500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,421,550.00
                               P & I AMT:      9,602.25
                               UPB AMT:   1,420,831.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          139
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031784333     MORTGAGORS: CUSICK               MARJORIE
                               CUSICK               WILLIAM
    REGION CODE    ADDRESS   : 1180 GULF BLVD
        01         CITY      :    CLEARWATER
                   STATE/ZIP : FL  33767
    MORTGAGE AMOUNT :   243,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,678.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031784630     MORTGAGORS: HUNLEY               MICHAEL
                               HUNLEY               CARRIE
    REGION CODE    ADDRESS   : 11663 CYPRESS CANYON ROAD
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   341,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,276.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,301.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0031784648     MORTGAGORS: ADRIG                JAMES
                               ADRIG                DEBORA
    REGION CODE    ADDRESS   : 41 NEW DAWN
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92620
    MORTGAGE AMOUNT :   552,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    551,758.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,720.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.11200
    ----------------------------------------------------------------
0   0031784895     MORTGAGORS: GUITTARD             NANCY
                               GUITTARD             GEORGE
    REGION CODE    ADDRESS   : 5052 MC COY AVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95130
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,784.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,882.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031785157     MORTGAGORS: BARZA                HAROLD

    REGION CODE    ADDRESS   : 17951 SEABREEZE DRIVE
        01         CITY      :    PACIFIC PALISADES
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   715,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    715,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,697.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   015
    LTV :                 65.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,127,750.00
                               P & I AMT:     14,279.56
                               UPB AMT:   2,126,819.96

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          140
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031785447     MORTGAGORS: COX                  DAVID
                               COX                  HEATHER
    REGION CODE    ADDRESS   : 375 SW 169TH PLACE
        01         CITY      :    BEAVERTON
                   STATE/ZIP : OR  97006
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031785454     MORTGAGORS: DING                 JIANMEI
                               KOCHLING             HEINRICH
    REGION CODE    ADDRESS   : 42 OAK STREET
        01         CITY      :    WELLESLEY
                   STATE/ZIP : MA  02482
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,771.48  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,786.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 76.61971
    ----------------------------------------------------------------
0   0031785876     MORTGAGORS: GELDMACHER           JAY
                               GELDMACHER           JUDITH
    REGION CODE    ADDRESS   : 10N890 YORK LANE
        01         CITY      :    ELGIN
                   STATE/ZIP : IL  60123
    MORTGAGE AMOUNT :   394,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    394,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,721.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.96200
    ----------------------------------------------------------------
0   0031786205     MORTGAGORS: HUANG                HWA
                               JEN                  JANET
    REGION CODE    ADDRESS   : 3224 E. MOBECK STREET
        01         CITY      :    WEST COVINA
                   STATE/ZIP : CA  91791
    MORTGAGE AMOUNT :   253,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.66600
    ----------------------------------------------------------------
0   0031786270     MORTGAGORS: BOSKOVICH            PHILIP
                               BOSKOVICH            LENA
    REGION CODE    ADDRESS   : 4409 GOLF COURSE DRIVE
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   375,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,498.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 38.12100
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,539,300.00
                               P & I AMT:     10,446.30
                               UPB AMT:   1,539,071.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          141
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031786320     MORTGAGORS: FARRISH              JOSEPH
                               FARRISH              STACY
    REGION CODE    ADDRESS   : 2438 TAPESTRY WAY
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,111.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 76.45500
    ----------------------------------------------------------------
0   0031786700     MORTGAGORS: HERRIN               CLIFFORD
                               HERRIN               MARY
    REGION CODE    ADDRESS   : 308 SURBER DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.36500
    ----------------------------------------------------------------
0   0031786924     MORTGAGORS: CHIULLI              ROY
                               BUCHANAN             JOAN
    REGION CODE    ADDRESS   : 45 WINSLOW ROAD
        01         CITY      :    WESTWOOD
                   STATE/ZIP : MA  02090
    MORTGAGE AMOUNT :   310,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,937.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,247.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   04/01/27
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 46.96900
    ----------------------------------------------------------------
0   0031787260     MORTGAGORS: HODGE                OWEN
                               HODGE                TERESA
    REGION CODE    ADDRESS   : 15 VIA BABERA
        01         CITY      :    RANCHO SANTA MARGARITA
                   STATE/ZIP : CA  92688
    MORTGAGE AMOUNT :   324,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,185.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.99400
    ----------------------------------------------------------------
0   0031787682     MORTGAGORS: CARSTENS             CAROLYN
                               CARSTENS             RICHARD
    REGION CODE    ADDRESS   : 24 THE LANDMARK
        01         CITY      :    NORTHFIELD
                   STATE/ZIP : IL  60093
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,075.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,494,400.00
                               P & I AMT:     10,389.43
                               UPB AMT:   1,490,337.90

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          142
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031787831     MORTGAGORS: ZIEMER               DEREK
                               ZIEMER               PENNY
    REGION CODE    ADDRESS   : 626 NORTH 63RD STREET
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98103
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,832.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031787898     MORTGAGORS: KOENIGSBERG          STEPHEN

    REGION CODE    ADDRESS   : 6 CLEARWATER
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92604
    MORTGAGE AMOUNT :   284,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    284,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,985.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031788391     MORTGAGORS: KALATHIPARAMBIL      JOSEPH
                               JOSEPH               JANE
    REGION CODE    ADDRESS   : 303 WEDGEWOOD ROAD
        01         CITY      :    MORGANVILLE
                   STATE/ZIP : NJ  07751
    MORTGAGE AMOUNT :   281,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,650.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,969.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 94.98400
    ----------------------------------------------------------------
0   0031788672     MORTGAGORS: FELT                 FLOYD
                               FELT                 TONI
    REGION CODE    ADDRESS   : 7791 REVELLE DRIVE
        01         CITY      :    LA JOLLA
                   STATE/ZIP : CA  92037
    MORTGAGE AMOUNT :   540,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    540,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,683.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 58.37800
    ----------------------------------------------------------------
0   0031788755     MORTGAGORS: GANDENBERGER         JAMES
                               GANDENBERGER         LORI
    REGION CODE    ADDRESS   : 2166 SHADOW RIDGE WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95138
    MORTGAGE AMOUNT :   600,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    600,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,891.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,977,650.00
                               P & I AMT:     13,362.96
                               UPB AMT:   1,977,650.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          143
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031788789     MORTGAGORS: SHAW                 ROBERT
                               SHAW                 PAMELA
    REGION CODE    ADDRESS   : 169 MERANO STREET
        01         CITY      :    DANVILLE
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   560,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    560,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,678.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 72.72700
    ----------------------------------------------------------------
0   0031788862     MORTGAGORS: BRYCE                KIM
                               BRYCE                DAVID
    REGION CODE    ADDRESS   : 32 RICE ROAD
        01         CITY      :    WOODBRIDGE
                   STATE/ZIP : CT  06525
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,829.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 72.36800
    ----------------------------------------------------------------
0   0031789076     MORTGAGORS: NASONGKHLA           KEN
                               NASONGKHLA           SIRIWAN
    REGION CODE    ADDRESS   : 204 TERRAMAR
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92673
    MORTGAGE AMOUNT :   424,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    424,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,750.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031789092     MORTGAGORS: DELVY                RICHARD
                               DELVY                BONNIE
    REGION CODE    ADDRESS   : 31775 W. OAK RANCH COURT
        01         CITY      :    WESTLAKE VILLAGE
                   STATE/ZIP : CA  91361
    MORTGAGE AMOUNT :   467,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    467,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,265.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.18500
    ----------------------------------------------------------------
0   0031789431     MORTGAGORS: CHOATE               WILLIAM
                               CHOATE               DEBORAH
    REGION CODE    ADDRESS   : 35058 DORCHESTER COURT
        01         CITY      :    NEWARK
                   STATE/ZIP : CA  94560
    MORTGAGE AMOUNT :   278,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,946.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,004,400.00
                               P & I AMT:     13,470.38
                               UPB AMT:   2,004,400.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          144
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031789456     MORTGAGORS: BANNON               ROBERTA

    REGION CODE    ADDRESS   : 1415 PIEDMONT ROAD
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95132
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,629.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031789464     MORTGAGORS: LOPERENA             ROBERT
                               LOPERENA             GAIL
    REGION CODE    ADDRESS   : 5568 PASEO NAVARRO
        01         CITY      :    PLEASANTON,
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   303,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031789472     MORTGAGORS: HENDRICKSON          DAVID
                               HENDRICKSON          PAMELA
    REGION CODE    ADDRESS   : 7032 CORTE ROSA
        01         CITY      :    PLEASANTON
                   STATE/ZIP : CA  94588
    MORTGAGE AMOUNT :   309,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    309,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,161.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.48300
    ----------------------------------------------------------------
0   0031789597     MORTGAGORS: TAYLOR               WESLEY
                               TAYLOR               JULIE
    REGION CODE    ADDRESS   : 152 AMBER DRIVE
        01         CITY      :    INMAN
                   STATE/ZIP : SC  29349
    MORTGAGE AMOUNT :   324,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    323,747.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,210.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031789753     MORTGAGORS: IMBURGIA             THOMAS
                               IMBURGIA             DAWN
    REGION CODE    ADDRESS   : 1408 SHAW DRIVE
        01         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60564
    MORTGAGE AMOUNT :   259,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,788.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.69200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,443,950.00
                               P & I AMT:      9,914.12
                               UPB AMT:   1,443,697.24

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          145
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031789811     MORTGAGORS: ABDELAATY            ASHRAF
                               ABDELAATY            SHYMAA
    REGION CODE    ADDRESS   : 21700 ALLONBY CIRCLE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92887
    MORTGAGE AMOUNT :   374,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,490.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031789852     MORTGAGORS: MILLER               KEN
                               MILLER               BERNADETTE
    REGION CODE    ADDRESS   : 83 KNIGHT DRIVE
        01         CITY      :    SAN RAFAEL
                   STATE/ZIP : CA  94901
    MORTGAGE AMOUNT :   304,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,762.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,073.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.96100
    ----------------------------------------------------------------
0   0031789860     MORTGAGORS: MATTHEWS             WILLIAM
                               BESSO-MATTHEWS       LISA ANN
    REGION CODE    ADDRESS   : 1079 FAIRVIEW AVENUE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   392,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    391,678.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,607.99  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031790355     MORTGAGORS: BONDI                DANIEL
                               BONDI                STEHANIE
    REGION CODE    ADDRESS   : 1510 FOX PATH COURT
        01         CITY      :    HOFFMAN ESTATES
                   STATE/ZIP : IL  60192
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031790389     MORTGAGORS: PARKER               JULIE

    REGION CODE    ADDRESS   : 812 HUNTINGTON STREET
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,809.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 71.57800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,594,400.00
                               P & I AMT:     10,701.41
                               UPB AMT:   1,593,841.53

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          146
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031790520     MORTGAGORS: PUGLISI              KENNETH

    REGION CODE    ADDRESS   : 135 WOODCLIFF AVENUE
        01         CITY      :    WOODCLIFF LAKE
                   STATE/ZIP : NJ  07675
    MORTGAGE AMOUNT :   282,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,975.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.44000
    ----------------------------------------------------------------
0   0031790678     MORTGAGORS: SHORE                ROBIN

    REGION CODE    ADDRESS   : 24101 DEEP NECK ROAD
        01         CITY      :    ROYAL OAK
                   STATE/ZIP : MD  21662
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 52.80500
    ----------------------------------------------------------------
0   0031790728     MORTGAGORS: WILSON               CAROL
                               WILSON               RICHARD
    REGION CODE    ADDRESS   : 4198 JAN WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95124
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------
0   0031790736     MORTGAGORS: CAPUYAN              BONIFACIO
                               CAPUYAN              ADELA
    REGION CODE    ADDRESS   : 4625 LAKESHORE DRIVE
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95054
    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     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031790793     MORTGAGORS: AGOSTI               THOMAS
                               BROWN                JULIE
    REGION CODE    ADDRESS   : 4544 47TH AVENUE NORTH EAST
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98105
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,285.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 62.61600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,559,500.00
                               P & I AMT:     10,740.35
                               UPB AMT:   1,559,500.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          147
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031791601     MORTGAGORS: YASAVOLIAN           MOSTAFA
                               YASAVOLIAN           MARTHA
    REGION CODE    ADDRESS   : 1004 WEST ROSE CIRCLE
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   630,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    630,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,459.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031791619     MORTGAGORS: HAMPTON              MICHAEL

    REGION CODE    ADDRESS   : 18511 MEDFORD AVENUE
        01         CITY      :    SANTA ANA (AREA)
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   279,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,857.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031791940     MORTGAGORS: LEBOEUF              JEAN-NOEL
                               SCHOIRFER            PATRICIA
    REGION CODE    ADDRESS   : 16811 MAGNOLIA BOULEVARD
        01         CITY      :    ENCINO
                   STATE/ZIP : CA  91436
    MORTGAGE AMOUNT :   263,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,994.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031792211     MORTGAGORS: WANG                 YAO

    REGION CODE    ADDRESS   : 25 HAWTHORNE ROAD
        01         CITY      :    SHREWSBURY
                   STATE/ZIP : MA  01545
    MORTGAGE AMOUNT :   259,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,197.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99600
    ----------------------------------------------------------------
0   0031792559     MORTGAGORS: REYNOLDS             DAVID
                               REYNOLDS             JANET
    REGION CODE    ADDRESS   : 56720 NEST PINE DRIVE
        01         CITY      :    SUNRIVER
                   STATE/ZIP : OR  97707
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,502.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,229.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 49.60600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,746,800.00
                               P & I AMT:     12,111.25
                               UPB AMT:   1,745,894.62

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          148
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031793144     MORTGAGORS: PHILBIN              MICHAEL
                               PHILBIN              CARMEL
    REGION CODE    ADDRESS   : 1699 VIA CAMPO VERDE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95120
    MORTGAGE AMOUNT :   462,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    462,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,235.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031793250     MORTGAGORS: BOWMAN               RUSSELL
                               BOWMAN               VALERIE
    REGION CODE    ADDRESS   : 303 OXFORD ROAD
        01         CITY      :    VILLANOVA
                   STATE/ZIP : PA  19085
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,639.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031793458     MORTGAGORS: MILLER               DANIEL
                               MILLER               REBECCA
    REGION CODE    ADDRESS   : 50 DECORAH LANE
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   315,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    315,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,148.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031793474     MORTGAGORS: WHEELWRIGHT          DAVID

    REGION CODE    ADDRESS   : 1023 SUMAC DRIVE
        01         CITY      :    SUNNYVALE,
                   STATE/ZIP : CA  94086
    MORTGAGE AMOUNT :   307,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,094.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.23500
    ----------------------------------------------------------------
0   0031794142     MORTGAGORS: WOOD                 CARROLL
                               WOOD                 FAITH
    REGION CODE    ADDRESS   : 3308 VERACRUZ DRIVE
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   314,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,195.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.53000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,654,800.00
                               P & I AMT:     11,313.83
                               UPB AMT:   1,654,800.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          149
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031794423     MORTGAGORS: PETERSON             JOHN
                               PETERSON             LINDA
    REGION CODE    ADDRESS   : 14 MOSELEM SPRINGS COURT,
        01         CITY      :    SKILLMAN,
                   STATE/ZIP : NJ  08558
    MORTGAGE AMOUNT :   269,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,450.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,812.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0031794498     MORTGAGORS: MCLARNON             THOMAS
                               DEETZ                TONYA
    REGION CODE    ADDRESS   : 6275 DREXEL AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90048
    MORTGAGE AMOUNT :   289,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,971.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.80900
    ----------------------------------------------------------------
0   0031794548     MORTGAGORS: MATHEUS              THOMAS
                               MATHEUS              MONA
    REGION CODE    ADDRESS   : 330 GLORIETTA PLACE
        01         CITY      :    CORONADO
                   STATE/ZIP : CA  92118
    MORTGAGE AMOUNT :   364,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,514.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 62.22200
    ----------------------------------------------------------------
0   0031794746     MORTGAGORS: MUNOZ                JUAN
                               MUNOZ                MARIA
    REGION CODE    ADDRESS   : 1013 ROLLING WOODS WAY
        01         CITY      :    CONCORD
                   STATE/ZIP : CA  94521
    MORTGAGE AMOUNT :   359,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,597.64  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,364.29  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 88.88600
    ----------------------------------------------------------------
0   0031795057     MORTGAGORS: HERNANDEZ            ERNESTO
                               WATSON-HERNANDEZ     SHELLEY
    REGION CODE    ADDRESS   : 670 TAMPICO CIRCLE
        01         CITY      :    CORONA
                   STATE/ZIP : CA  91719
    MORTGAGE AMOUNT :   313,103.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,858.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,135.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.87000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,595,103.00
                               P & I AMT:     10,798.74
                               UPB AMT:   1,593,906.94

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          150
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031795081     MORTGAGORS: GREEN                GARY
                               GREEN                KAREN
    REGION CODE    ADDRESS   : 3223 ELK VIEW DRIVE
        01         CITY      :    EVERGREEN
                   STATE/ZIP : CO  80439
    MORTGAGE AMOUNT :   466,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    465,636.47  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,178.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.47200
    ----------------------------------------------------------------
0   0031795099     MORTGAGORS: ZORSCH               GEORGE
                               ZORSCH               SYLVIA
    REGION CODE    ADDRESS   : 9609 CAMDEN HILLS AVENUE
        01         CITY      :    LAS VEGAS
                   STATE/ZIP : NV  89128
    MORTGAGE AMOUNT :   390,897.00  OPTION TO CONVERT :
    UNPAID BALANCE :    390,599.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,699.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.97700
    ----------------------------------------------------------------
0   0031795438     MORTGAGORS: SOTIROPOULOS         STEPHEN

    REGION CODE    ADDRESS   : 4 HORNBEAM CIRCLE
        01         CITY      :    SANDWICH
                   STATE/ZIP : MA  02537
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,783.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 69.04100
    ----------------------------------------------------------------
0   0031795594     MORTGAGORS: CANTALUPO            ROBERT
                               LEWIS                CONNIE
    REGION CODE    ADDRESS   : 8155 MOVINGSIDE DRIVE
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,942.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031795669     MORTGAGORS: OSWALD               RICHARD
                               OSWALD               ELAINE
    REGION CODE    ADDRESS   : 14330 AVENIDA PALIZADA
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92067
    MORTGAGE AMOUNT :   421,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    421,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,979.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.16600
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,821,897.00
                               P & I AMT:     12,584.93
                               UPB AMT:   1,821,236.03

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          151
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031796402     MORTGAGORS: CARROLL              WILLIAM

    REGION CODE    ADDRESS   : 25 BELMONTE DRIVE
        01         CITY      :    PALM DESERT
                   STATE/ZIP : CA  92211
    MORTGAGE AMOUNT :   285,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,066.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,898.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.00000
    ----------------------------------------------------------------
0   0031796451     MORTGAGORS: COX                  ADAM
                               COX                  RAYNA
    REGION CODE    ADDRESS   : 769 PLAZA LINDA
        01         CITY      :    NOVATO
                   STATE/ZIP : CA  94947
    MORTGAGE AMOUNT :   240,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,700.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 94.98000
    ----------------------------------------------------------------
0   0031797186     MORTGAGORS: FORSTER              ROBERT
                               FORSTER              JANIE
    REGION CODE    ADDRESS   : 26842 ANADALE DRIVE
        01         CITY      :    LAGUNA HILLS
                   STATE/ZIP : CA  92653
    MORTGAGE AMOUNT :   335,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,313.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.79100
    ----------------------------------------------------------------
0   0031797327     MORTGAGORS: FOTO                 JOHN
                               FOTO                 LISA
    REGION CODE    ADDRESS   : 28295 DRIZA
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   297,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    297,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,951.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 71.56626
    ----------------------------------------------------------------
0   0031797681     MORTGAGORS: DE RECAT             CHRIS
                               DE RECAT             ALAYNE
    REGION CODE    ADDRESS   : 33596 AVENIDA CALITA
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,872.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 67.85700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,442,600.00
                               P & I AMT:      9,736.03
                               UPB AMT:   1,442,366.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          152
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031797699     MORTGAGORS: BRACAMONTE           DEBBIE

    REGION CODE    ADDRESS   : 516 21ST STREET
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,266.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031797830     MORTGAGORS: BRODIE               WILLIAM

    REGION CODE    ADDRESS   : 6035 CIELO VISTA COURT
        01         CITY      :    CAMARILLO
                   STATE/ZIP : CA  93012
    MORTGAGE AMOUNT :   321,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,061.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,246.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 63.00000
    ----------------------------------------------------------------
0   0031798093     MORTGAGORS: TYBURK               WILLIAM
                               TYBURK               JOY
    REGION CODE    ADDRESS   : 280 N. PARK BLVD.
        01         CITY      :    GLEN ELLYN
                   STATE/ZIP : IL  60137
    MORTGAGE AMOUNT :   251,480.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,480.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,694.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031798143     MORTGAGORS: BROWN                GEORGE
                               BROWN                NANCY
    REGION CODE    ADDRESS   : 418 PACIFIC CIRCLE
        01         CITY      :    NEWBURY PARK AREA
                   STATE/ZIP : CA  91320
    MORTGAGE AMOUNT :   246,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,722.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031799406     MORTGAGORS: STONE                DAVID
                               STONE                SANDRA
    REGION CODE    ADDRESS   : 2962 BOSTONIAN DRIVE
        01         CITY      :    LOS ALAMITOS(AREA)
                   STATE/ZIP : CA  90720
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,712.11  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
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,524,180.00
                               P & I AMT:     10,355.51
                               UPB AMT:   1,523,653.66

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          153
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031799414     MORTGAGORS: SADLER               SCOTT
                               SADLER               ANNE
    REGION CODE    ADDRESS   : 1045 SAN RAMON WAY
        01         CITY      :    SACRAMENTO
                   STATE/ZIP : CA  95864
    MORTGAGE AMOUNT :   283,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,889.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,979.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031799554     MORTGAGORS: ROSSI                DAVID
                               ROSSI                DESIREE
    REGION CODE    ADDRESS   : 2807 CAROB STREET
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92660
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,672.12  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 :                 61.06800
    ----------------------------------------------------------------
0   0031800030     MORTGAGORS: QIU                  XUE
                               QIU                  STEPHANIE
    REGION CODE    ADDRESS   : 2432 HERITAGE WAY
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.14000
    ----------------------------------------------------------------
0   0031800048     MORTGAGORS: HALVERSON            WARREN
                               HALVERSON            MARYANNE
    REGION CODE    ADDRESS   : 13701 NORTHEAST 32ND PLACE
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98005
    MORTGAGE AMOUNT :   267,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,457.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,870.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   12/01/27
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 54.59100
    ----------------------------------------------------------------
0   0031800477     MORTGAGORS: DAVEY                R
                               DAVEY                KATHLEEN
    REGION CODE    ADDRESS   : 272 WEST LATIMER AVENUE
        01         CITY      :    CAMPBELL
                   STATE/ZIP : CA  95008
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,797.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,580,600.00
                               P & I AMT:     10,880.54
                               UPB AMT:   1,577,544.30

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          154
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031801202     MORTGAGORS: MARKEL               PAUL
                               MARKEL               ELISE
    REGION CODE    ADDRESS   : 105 PEARLGRASS COURT
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    316,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,182.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.00000
    ----------------------------------------------------------------
0   0031801236     MORTGAGORS: HANEY                GREGORY
                               HANEY                LORIE
    REGION CODE    ADDRESS   : 7 GROVER COURT
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94596
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 66.66600
    ----------------------------------------------------------------
0   0031801277     MORTGAGORS: YANG                 JUN
                               JIANG                HONGYAN
    REGION CODE    ADDRESS   : 20896 PEPPER TREE LANE
        01         CITY      :    CUPERTINO
                   STATE/ZIP : CA  95014
    MORTGAGE AMOUNT :   442,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    442,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,940.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 72.69700
    ----------------------------------------------------------------
0   0031801905     MORTGAGORS: THOMPSON             ROGER
                               TSUJI-THOMPSON       SUSAN
    REGION CODE    ADDRESS   : 2418 GRAND SUMMIT ROAD
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.88100
    ----------------------------------------------------------------
0   0031801921     MORTGAGORS: SALVINI              JOHN
                               SALVINI              BROOKE
    REGION CODE    ADDRESS   : 7200 LEWIS LANE
        01         CITY      :    SAN LUIS OBISPO
                   STATE/ZIP : CA  93401
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    479,634.76  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 :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,798,000.00
                               P & I AMT:     12,260.42
                               UPB AMT:   1,797,418.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          155
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031801954     MORTGAGORS: NGO                  HENRY
                               TRAN                 ALISON
    REGION CODE    ADDRESS   : 1721 PEBBLE BEACH COURT
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   483,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    482,641.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,377.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031801970     MORTGAGORS: MORSI                HOSSAM
                               MORSI                MARGARET
    REGION CODE    ADDRESS   : 935 CULEBRA ROAD
        01         CITY      :    HILLSBOROUGH
                   STATE/ZIP : CA  94010
    MORTGAGE AMOUNT :   649,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    649,005.78  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,485.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 56.47800
    ----------------------------------------------------------------
0   0031801988     MORTGAGORS: CULLINS              DAYNA

    REGION CODE    ADDRESS   : 5020 WEST 63RD STREET
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90056
    MORTGAGE AMOUNT :   243,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,995.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,597.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031801996     MORTGAGORS: STOUT                JONATHAN

    REGION CODE    ADDRESS   : 3126 HODLER DRIVE
        01         CITY      :    TOPANGA
                   STATE/ZIP : CA  90290
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 65.06600
    ----------------------------------------------------------------
0   0031802028     MORTGAGORS: PHILPOT              MICHELLE
                               SNYDER               REBECCA
    REGION CODE    ADDRESS   : 45-47 MARS STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94114
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,628.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,126.06  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:   2,083,700.00
                               P & I AMT:     14,292.96
                               UPB AMT:   2,082,090.84

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          156
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031802044     MORTGAGORS: BLOOM                DENNIS
                               BLOOM                TEDI
    REGION CODE    ADDRESS   : 13 APRIL LANE
        01         CITY      :    WESTFORD
                   STATE/ZIP : MA  01886
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.83000
    ----------------------------------------------------------------
0   0031802051     MORTGAGORS: CUOMO                THOMAS
                               CUOMO                PEGGY
    REGION CODE    ADDRESS   : 10735 EL MARBEA LANE
        01         CITY      :    LA MESA
                   STATE/ZIP : CA  91941
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,784.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,027.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.95600
    ----------------------------------------------------------------
0   0031802069     MORTGAGORS: KIM                  SUSAN
                               LIBERATORE           JAMES
    REGION CODE    ADDRESS   : 2601 CARISBROOK DRIVE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94611
    MORTGAGE AMOUNT :   279,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,992.79  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,952.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031802135     MORTGAGORS: CASISSA              FRED
                               LABAT                R.
    REGION CODE    ADDRESS   : 18 GRANANDA DRIVE
        01         CITY      :    CORTE MADERA
                   STATE/ZIP : CA  94925
    MORTGAGE AMOUNT :   295,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    295,363.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,991.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.64600
    ----------------------------------------------------------------
0   0031802242     MORTGAGORS: BASSIS               ANDREW

    REGION CODE    ADDRESS   : 3475 IVY TRAIL
        01         CITY      :    CALABASAS
                   STATE/ZIP : CA  91302
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,737.88  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,292.12  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:   1,455,800.00
                               P & I AMT:     10,046.58
                               UPB AMT:   1,454,689.80

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          157
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031802259     MORTGAGORS: ERVIN                GARY
                               ERVIN                MICHELLE
    REGION CODE    ADDRESS   : 26272 PARK VIEW ROAD
        01         CITY      :    VALENCIA
                   STATE/ZIP : CA  91355
    MORTGAGE AMOUNT :   404,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    403,707.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,859.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.26000
    ----------------------------------------------------------------
0   0031802267     MORTGAGORS: NEMSIK               JAMES
                               MURPHY               PATRICA
    REGION CODE    ADDRESS   : 490 SEAVIEW STREET
        01         CITY      :    LAGUNA BEACH
                   STATE/ZIP : CA  92651
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,531.38  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,929.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 64.44400
    ----------------------------------------------------------------
0   0031802275     MORTGAGORS: REINHART             GLENN

    REGION CODE    ADDRESS   : 2805 BEN LOMOND DRIVE
        01         CITY      :    SANTA BARBARA
                   STATE/ZIP : CA  93105
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,766.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,967.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 76.84200
    ----------------------------------------------------------------
0   0031802309     MORTGAGORS: TANNER               DAVID

    REGION CODE    ADDRESS   : 122 EAST OCEAN FRONT
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92661
    MORTGAGE AMOUNT :   649,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    648,541.94  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,649.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 61.80900
    ----------------------------------------------------------------
0   0031802333     MORTGAGORS: VICTORIA             ANTHONY
                               VICTORIA             JANICE
    REGION CODE    ADDRESS   : 3801 SHAD  PLACE
        01         CITY      :    SAN PEDRO
                   STATE/ZIP : CA  90732
    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     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,935,000.00
                               P & I AMT:     13,529.04
                               UPB AMT:   1,933,330.26

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          158
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031802341     MORTGAGORS: YOMTOUBIAN           RUBEN
                               YOMTOUBIAN           ORNA
    REGION CODE    ADDRESS   : 20200 MARILLA COURT
        01         CITY      :    SARATOGA
                   STATE/ZIP : CA  95070
    MORTGAGE AMOUNT :   320,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,779.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 51.61200
    ----------------------------------------------------------------
0   0031802374     MORTGAGORS: LAZATIN              RONALD
                               LAZATIN              JANET
    REGION CODE    ADDRESS   : 19 ASHTON
        01         CITY      :    MISSION VIEJO
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,721.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,262.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031802382     MORTGAGORS: FINN                 KEVIN
                               FINN                 ROSE
    REGION CODE    ADDRESS   : 30309 EAGLEBROOK DRIVE
        01         CITY      :    AGOURA HILLS
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   292,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,277.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,020.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031802440     MORTGAGORS: TITUS                TIMOTHY
                               TITUS                CAROL
    REGION CODE    ADDRESS   : 1055 MARIGAOLD COURT
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94086
    MORTGAGE AMOUNT :   385,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    384,668.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,497.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.38100
    ----------------------------------------------------------------
0   0031802606     MORTGAGORS: SOLOMON              BERNARD

    REGION CODE    ADDRESS   : 10433 WILSHIRE BOULEVARD PENTHOUSE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90024
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,781.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,062.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.75000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,632,500.00
                               P & I AMT:     11,162.29
                               UPB AMT:   1,631,228.08

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          159
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031803422     MORTGAGORS: FOLTZ                JAMES
                               TUCKER               AMY
    REGION CODE    ADDRESS   : 1015 SOLANA DRIVE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94040
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 55.68600
    ----------------------------------------------------------------
0   0031805021     MORTGAGORS: HIME                 RICHARD
                               MEIER                KAROL
    REGION CODE    ADDRESS   : 55 VALLEY ROAD
        01         CITY      :    SAN ANSELMO
                   STATE/ZIP : CA  94960
    MORTGAGE AMOUNT :   302,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    302,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,009.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 71.05800
    ----------------------------------------------------------------
0   0031806730     MORTGAGORS: SIU                  PIK-KUEN

    REGION CODE    ADDRESS   : 1674 GROSBEAK AVENUE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,724.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,235.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031806987     MORTGAGORS: DAS                  SWAPAN
                               DAS                  MADHUSREE
    REGION CODE    ADDRESS   : 13503 SOUTH TRACEWOOD BEND
        01         CITY      :    HOUSTON
                   STATE/ZIP : TX  77077
    MORTGAGE AMOUNT :   292,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,260.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,946.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 83.57100
    ----------------------------------------------------------------
0   0031807134     MORTGAGORS: LEONHARD             JAMES
                               BOULIO               MALLIA
    REGION CODE    ADDRESS   : 1478 FAIRWAY VISTA COURT
        01         CITY      :    CALISTOGA
                   STATE/ZIP : CA  94515
    MORTGAGE AMOUNT :   282,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,785.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,947.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.21300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,496,500.00
                               P & I AMT:     10,124.11
                               UPB AMT:   1,495,559.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          160
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031807274     MORTGAGORS: MCGINTY              KEVIN

    REGION CODE    ADDRESS   : 17 GLOUCESTER STREET #6
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02116
    MORTGAGE AMOUNT :   558,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    558,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,808.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031807365     MORTGAGORS: LININGER             MITCHELL
                               DRAVES               JEFFREY
    REGION CODE    ADDRESS   : 23842 SHADY TREE CIRCLE
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,994.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031807506     MORTGAGORS: MCNAMARA             WILLIAM
                               MCNAMARA             KAY
    REGION CODE    ADDRESS   : 6141 COUNTRY VIEW DRIVE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,804.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,911.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 72.97200
    ----------------------------------------------------------------
0   0031807589     MORTGAGORS: SADEGHI              MOHAMMAD
                               HADJI-GHAFOURI       LADAN
    REGION CODE    ADDRESS   : 1015 CRYSTAL COURT
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94598
    MORTGAGE AMOUNT :   386,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,727.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,765.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 71.28300
    ----------------------------------------------------------------
0   0031807670     MORTGAGORS: ANDERSON             DAVID
                               ANDERSON             ANGEL
    REGION CODE    ADDRESS   : 6206 EAST BRYCE AVENUE
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92867
    MORTGAGE AMOUNT :   281,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,870.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,791,450.00
                               P & I AMT:     12,349.67
                               UPB AMT:   1,790,982.16

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          161
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031807803     MORTGAGORS: ANDERSON             P
                               ANDERSON             MARY
    REGION CODE    ADDRESS   : 6290 COVINGTON WAY
        01         CITY      :    GOLETA
                   STATE/ZIP : CA  93117
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.94900
    ----------------------------------------------------------------
0   0031807993     MORTGAGORS: NIKRAVAN             MASOUD
                               NIKRAVAN             FIROUZEH
    REGION CODE    ADDRESS   : 5629 MARIALINDA STREET
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90503
    MORTGAGE AMOUNT :   351,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,427.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.98800
    ----------------------------------------------------------------
0   0031808371     MORTGAGORS: MAGANAHALLI          SHIVA
                               MAGANAHALLI          RUPA
    REGION CODE    ADDRESS   : 110 PEARLGLASS COURT
        01         CITY      :    SAN RAMON
                   STATE/ZIP : CA  94583
    MORTGAGE AMOUNT :   299,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,406.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,995.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0031808413     MORTGAGORS: JORDAN               LAURA
                               WILSON               ALAN
    REGION CODE    ADDRESS   : 1812 MEZES AVENUE
        01         CITY      :    BELMONT
                   STATE/ZIP : CA  94002
    MORTGAGE AMOUNT :   349,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,446.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,475.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0031808447     MORTGAGORS: COXE                 J.
                               COXE                 PAULA
    REGION CODE    ADDRESS   : 26692 BUCKINGHAM DRIVE
        01         CITY      :    SAN JUAN CAPISTRANO
                   STATE/ZIP : CA  92675
    MORTGAGE AMOUNT :   439,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    438,674.20  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 :                 61.05700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,740,100.00
                               P & I AMT:     12,065.33
                               UPB AMT:   1,738,805.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          162
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031808579     MORTGAGORS: KILPATRICK           ROBERT
                               WESKAMP              BIRGIT
    REGION CODE    ADDRESS   : 4110 FAIRWAY DRIVE
        01         CITY      :    SOQUEL
                   STATE/ZIP : CA  95073
    MORTGAGE AMOUNT :   438,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    438,066.41  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,027.92  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031808645     MORTGAGORS: SCHMITT              ALBERT
                               SCHMITT              MARGRETH
    REGION CODE    ADDRESS   : 9960 CIELO VISTA
        01         CITY      :    ESCONDIDO
                   STATE/ZIP : CA  92026
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031808652     MORTGAGORS: WECKLER              DAVID
                               KALMANSON            BARBARA
    REGION CODE    ADDRESS   : 45 TAPPAN ROAD
        01         CITY      :    SAN ANSELMO
                   STATE/ZIP : CA  94960
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 30.09200
    ----------------------------------------------------------------
0   0031808736     MORTGAGORS: LAU                  RICHARD
                               LAU                  MEDGE
    REGION CODE    ADDRESS   : 2344 29TH AVENUE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94116
    MORTGAGE AMOUNT :   340,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,771.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,494.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      8.00000  PRODUCT CODE      :   002
    LTV :                 79.81200
    ----------------------------------------------------------------
0   0031808942     MORTGAGORS: SWENSON              DAVID
                               SWENSON              JENNIFER
    REGION CODE    ADDRESS   : 26033 SE 38TH STREET
        01         CITY      :    ISSAQUAH
                   STATE/ZIP : WA  98029
    MORTGAGE AMOUNT :   277,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,272.54  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,846.22  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,720,900.00
                               P & I AMT:     11,877.93
                               UPB AMT:   1,719,850.92

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          163
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031808975     MORTGAGORS: LOEWKE               SALLY
                               LOEWKE               JAMES
    REGION CODE    ADDRESS   : 21527 FOX FIELD CIRCLE
        01         CITY      :    GERMANTOWN
                   STATE/ZIP : MD  20876
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809072     MORTGAGORS: GARRETT              GEORGE
                               ROCCHIO              CATHERINE
    REGION CODE    ADDRESS   : 60 HARRINGTON RIDGE ROAD
        01         CITY      :    SHERBORN
                   STATE/ZIP : MA  01770
    MORTGAGE AMOUNT :   260,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,816.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,862.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 48.10300
    ----------------------------------------------------------------
0   0031809163     MORTGAGORS: ZICK                 GREGORY
                               ZICK                 MARILYN
    REGION CODE    ADDRESS   : 11643 73RD PLACE NE
        01         CITY      :    KIRKLAND
                   STATE/ZIP : WA  98034
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809189     MORTGAGORS: RAUDSEP              EDWIN
                               RAUDSEP              KAREN
    REGION CODE    ADDRESS   : 737 WISTERIA DRIVE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   411,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    410,987.15  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,877.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031809221     MORTGAGORS: MC BRIDE             ELDON
                               DANIEL               KATHRYN
    REGION CODE    ADDRESS   : 2732 47TH AVE SW
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98116
    MORTGAGE AMOUNT :   274,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,114.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,872.92  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:   1,614,150.00
                               P & I AMT:     11,170.51
                               UPB AMT:   1,611,396.83

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          164
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031809247     MORTGAGORS: DALRYMPLE            ROGER

    REGION CODE    ADDRESS   : 385 CHAMPION VIEW DRIVE
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30004
    MORTGAGE AMOUNT :   432,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    431,662.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,947.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809254     MORTGAGORS: LEATON               RONALD

    REGION CODE    ADDRESS   : 1423 BELFORD COURT
        01         CITY      :    EVERGREEN
                   STATE/ZIP : CO  80439
    MORTGAGE AMOUNT :   346,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    345,723.31  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,331.07  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.21700
    ----------------------------------------------------------------
0   0031809312     MORTGAGORS: DEGNAN               ROBERT

    REGION CODE    ADDRESS   : 8275 CIRCLE DRIVE
        01         CITY      :    NEHALEM
                   STATE/ZIP : OR  97131
    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     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809353     MORTGAGORS: MACGOWAN             WILLIAM
                               MACGOWAN             ANGELA
    REGION CODE    ADDRESS   : 8484 GREENWOOD DRIVE
        01         CITY      :    WINOT
                   STATE/ZIP : CO  80503
    MORTGAGE AMOUNT :   380,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    379,680.75  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 :                 58.10397
    ----------------------------------------------------------------
0   0031809387     MORTGAGORS: DEPALMA              JOHN
                               DEPALMA              SUSAN
    REGION CODE    ADDRESS   : 6147 WOOD CREEK
        01         CITY      :    JUPITER
                   STATE/ZIP : FL  33458
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,808.07  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,616.93  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:   1,664,400.00
                               P & I AMT:     11,208.66
                               UPB AMT:   1,662,858.23

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          165
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031809429     MORTGAGORS: EMERY                JAMES
                               EMERY                EDIE
    REGION CODE    ADDRESS   : 1414 BUCKINGHAM DRIVE
        01         CITY      :    MURFREESBORO
                   STATE/ZIP : TN  37129
    MORTGAGE AMOUNT :   316,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,980.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,128.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809452     MORTGAGORS: HERMAN               WILLIAM
                               HERMAN               BARBARA
    REGION CODE    ADDRESS   : 20318 VIA OPORTO
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    MORTGAGE AMOUNT :   227,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    226,923.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,494.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 72.22222
    ----------------------------------------------------------------
0   0031809585     MORTGAGORS: BOUGETZ              THOMAS
                               BOUGETZ              JOAN
    REGION CODE    ADDRESS   : 1632 103RD AVENUE S.E.
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98004
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,680.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,694.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809593     MORTGAGORS: KATO                 HIDEKI
                               KATO                 ETSUKO
    REGION CODE    ADDRESS   : 10806 GAINSBORUGH ROAD
        01         CITY      :    POTOMAC
                   STATE/ZIP : MD  20854
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,778.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,734.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809601     MORTGAGORS: NELSON               LORETTA
                               BAILEY               PETER
    REGION CODE    ADDRESS   : 21424 NORTHEAST 159TH STREET
        01         CITY      :    WOODINVILLE
                   STATE/ZIP : WA  98072
    MORTGAGE AMOUNT :   344,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,667.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,294.97  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 70.40500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,552,450.00
                               P & I AMT:     10,347.62
                               UPB AMT:   1,550,029.08

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          166
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031809619     MORTGAGORS: CLARK                WALTER
                               CLARK                JEAN
    REGION CODE    ADDRESS   : 6735 POLO DRIVE
        01         CITY      :    CUMMING
                   STATE/ZIP : GA  30040
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.58800
    ----------------------------------------------------------------
0   0031809684     MORTGAGORS: MUSHEL               JOSEPH
                               MUSHEL               LISA
    REGION CODE    ADDRESS   : 4408 92ND AVENUE NORTHEAST
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98004
    MORTGAGE AMOUNT :   435,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    434,535.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,005.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809742     MORTGAGORS: BRINGHAM             ROBERT
                               BRINGHAM             JOANNE
    REGION CODE    ADDRESS   : 1201 SNOWDEN FARMS COVE
        01         CITY      :    COLLIERVILLE
                   STATE/ZIP : TN  38017
    MORTGAGE AMOUNT :   425,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    425,267.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,903.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809759     MORTGAGORS: KEMP                 TODD
                               KEMP                 JEAN
    REGION CODE    ADDRESS   : 7915 LEWINSVILLE ROAD
        01         CITY      :    MC LEAN
                   STATE/ZIP : VA  22102
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,763.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,916.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809767     MORTGAGORS: DUNNING              KYLE
                               DUNNING              HOLLY
    REGION CODE    ADDRESS   : 4635 NE ELLIOT CIRCLE
        01         CITY      :    CORVALLIS
                   STATE/ZIP : OR  97330
    MORTGAGE AMOUNT :   516,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    515,566.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,389.76  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:   1,964,800.00
                               P & I AMT:     13,236.17
                               UPB AMT:   1,962,894.15

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          167
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031809775     MORTGAGORS: DOUVAS               GEORGE
                               DOUVAS               HILDA
    REGION CODE    ADDRESS   : 280 SOUTH VIA MONTANERA
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   399,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,888.58  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,723.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809791     MORTGAGORS: JACKSON              JEFFREY
                               MOSES                SANDRA
    REGION CODE    ADDRESS   : 905 VENTURA AVENUE
        01         CITY      :    ALBANY
                   STATE/ZIP : CA  94707
    MORTGAGE AMOUNT :   319,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,085.98  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,261.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.88700
    ----------------------------------------------------------------
0   0031809841     MORTGAGORS: MARR                 STEPHEN
                               MARR                 RAYNE
    REGION CODE    ADDRESS   : 156 COUNTRY ESTATES TERRACE
        01         CITY      :    BONNY DOON
                   STATE/ZIP : CA  95060
    MORTGAGE AMOUNT :   360,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,422.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,425.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031809858     MORTGAGORS: ELSTON               STEVEN
                               ELSTON               SUNNY
    REGION CODE    ADDRESS   : 1623 109TH AVENUE NORTHEAST
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98004
    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     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.05800
    ----------------------------------------------------------------
0   0031809866     MORTGAGORS: CLARK                THOMAS
                               CLARK                SUSAN
    REGION CODE    ADDRESS   : 3210 TAYLOR ROAD
        01         CITY      :    CENTRAL POINT
                   STATE/ZIP : OR  97502
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,623,750.00
                               P & I AMT:     11,080.18
                               UPB AMT:   1,621,725.64

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          168
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031809882     MORTGAGORS: MILLER               DANIEL
                               MILLER               CHERYL
    REGION CODE    ADDRESS   : 9718 SE WYNDHAM WAY
        01         CITY      :    PORTLAND
                   STATE/ZIP : OR  97266
    MORTGAGE AMOUNT :   324,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    324,124.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,215.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99500
    ----------------------------------------------------------------
0   0031810179     MORTGAGORS: BURDGE               PHILLIP
                               BURDGE               KATHLEEN
    REGION CODE    ADDRESS   : 8825 SPARREN WAY
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92129
    MORTGAGE AMOUNT :   283,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    283,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,979.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031810914     MORTGAGORS: SCHACHTER            CARL
                               SCHACHTER            STEPHANIE
    REGION CODE    ADDRESS   : 2630 DEBBIE PLACE
        01         CITY      :    SAN CARLOS
                   STATE/ZIP : CA  94070
    MORTGAGE AMOUNT :   268,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,833.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 50.24200
    ----------------------------------------------------------------
0   0031811235     MORTGAGORS: AREA                 JEFFREY
                               AREA                 CYNDE
    REGION CODE    ADDRESS   : 36355 INDIAN WELLS DRIVE
        01         CITY      :    NEWARK
                   STATE/ZIP : CA  94560
    MORTGAGE AMOUNT :   241,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,107.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,625.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031811391     MORTGAGORS: ANTLER               HARLAN
                               ANTLER               VANIA
    REGION CODE    ADDRESS   : 5072 CHELSHIRE DOWNS ROAD
        01         CITY      :    GRANITE BAY
                   STATE/ZIP : CA  95746
    MORTGAGE AMOUNT :   307,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,095.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,425,100.00
                               P & I AMT:      9,749.53
                               UPB AMT:   1,424,331.24

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          169
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031811417     MORTGAGORS: LAU                  JOHN
                               CHUNG                IVY
    REGION CODE    ADDRESS   : 153 INVERNESS DRIVE
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94132
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,782.49  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,832.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031811433     MORTGAGORS: FOX                  DONALD
                               FOX                  COLLEEN
    REGION CODE    ADDRESS   : 780 SOUTH FAIRWAY LANE
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    MORTGAGE AMOUNT :   299,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,550.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.88000
    ----------------------------------------------------------------
0   0031811896     MORTGAGORS: MICHIE               DAVID
                               MICHIE               KIMBERLY
    REGION CODE    ADDRESS   : 333 SUN VALLEY DRIVE
        01         CITY      :    AMBLER
                   STATE/ZIP : PA  19002
    MORTGAGE AMOUNT :   278,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,946.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.85500
    ----------------------------------------------------------------
0   0031813181     MORTGAGORS: DAVIS                ERIC
                               DAVIS                MARY
    REGION CODE    ADDRESS   : 963 CAMBRIDGE AVENUE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031813223     MORTGAGORS: BEARDSLEY            JED
                               BEARDSLEY            DORIS
    REGION CODE    ADDRESS   : 4681 OUTER BANK DRIVE
        01         CITY      :    NORCROSS
                   STATE/ZIP : GA  30092
    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     :   08/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,449,950.00
                               P & I AMT:      9,918.08
                               UPB AMT:   1,449,016.22

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          170
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031813306     MORTGAGORS: SANDERS              JAY
                               SANDERS              SANDRA
    REGION CODE    ADDRESS   : 1450 VANESSA CIRCLE
        01         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92024
    MORTGAGE AMOUNT :   235,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    234,821.18  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,623.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.27700
    ----------------------------------------------------------------
0   0031813322     MORTGAGORS: EDGECOMBE            SCOTT
                               EDGECOMBE            JILL
    REGION CODE    ADDRESS   : 1401 TUGALOO DRIVE
        01         CITY      :    ATLANTA
                   STATE/ZIP : GA  30319
    MORTGAGE AMOUNT :   241,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    240,088.74  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 58.78000
    ----------------------------------------------------------------
0   0031813355     MORTGAGORS: HATHAWAY             BRETT
                               HATHAWAY             VALERIE
    REGION CODE    ADDRESS   : 2724 WEST NEWELL AVENUE
        01         CITY      :    WALNUT CREEK
                   STATE/ZIP : CA  94595
    MORTGAGE AMOUNT :   243,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,010.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,659.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031813363     MORTGAGORS: VU                   CHUONG
                               DANG                 CHRISTINE
    REGION CODE    ADDRESS   : 216 HAMPTON AVENUE
        01         CITY      :    MONTEREY PARK
                   STATE/ZIP : CA  91754
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,784.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,882.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031813371     MORTGAGORS: SILVA                EDUARDO

    REGION CODE    ADDRESS   : 15825 SW 82 COURT
        01         CITY      :    MIAMI
                   STATE/ZIP : FL  33157
    MORTGAGE AMOUNT :   276,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,539.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,911.45  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.40800
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,271,950.00
                               P & I AMT:      8,761.52
                               UPB AMT:   1,270,244.30

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          171
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031813405     MORTGAGORS: COOKE                LAURENCE
                               COOKE                DIANE
    REGION CODE    ADDRESS   : 25399 SPANISH RANCH ROAD
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95030
    MORTGAGE AMOUNT :   372,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    372,459.22  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,542.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.80200
    ----------------------------------------------------------------
0   0031813413     MORTGAGORS: VALDEZ               ANGEL
                               VALDEZ               LANI
    REGION CODE    ADDRESS   : 3605 SOUTH DOVER COURT
        01         CITY      :    ROWLAND HEIGHTS AREA
                   STATE/ZIP : CA  91748
    MORTGAGE AMOUNT :   289,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,974.40  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,972.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.02400
    ----------------------------------------------------------------
0   0031813421     MORTGAGORS: MERCHANT             ASLAM-SAM

    REGION CODE    ADDRESS   : 7710 ST. MARLO COUNTRY CLUB PW
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30097
    MORTGAGE AMOUNT :   368,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,712.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,510.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031813439     MORTGAGORS: TALAJIA              JAYANT

    REGION CODE    ADDRESS   : 902 CERA DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95129
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,769.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,940.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031813447     MORTGAGORS: CRAWFORD             BERNARD

    REGION CODE    ADDRESS   : 138 BRENTON COURT
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94040
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,664.17  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,284.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,781,950.00
                               P & I AMT:     12,250.54
                               UPB AMT:   1,780,580.40

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          172
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031813462     MORTGAGORS: JONCKERS             ROBERT
                               JONCKERS             BARBARA
    REGION CODE    ADDRESS   : 1527 FORD AVENUE
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   269,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,816.35  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031813488     MORTGAGORS: PERRY                GLENN

    REGION CODE    ADDRESS   : 2000 TRINITY ROAD
        01         CITY      :    GLEN ELLEN
                   STATE/ZIP : CA  95442
    MORTGAGE AMOUNT :   286,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,232.03  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,978.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 85.00000
    ----------------------------------------------------------------
0   0031813496     MORTGAGORS: MEGERT               DAVID

    REGION CODE    ADDRESS   : 6381 DEL PASO AVENUE
        01         CITY      :    SAN DEIGO
                   STATE/ZIP : CA  92120
    MORTGAGE AMOUNT :   272,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    271,808.03  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
    ----------------------------------------------------------------
0   0031813512     MORTGAGORS: MISHRA               YATISH
                               MARQUEZ              ROSA
    REGION CODE    ADDRESS   : 1280 LENNON WAY
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95125
    MORTGAGE AMOUNT :   376,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    376,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,661.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.73400
    ----------------------------------------------------------------
0   0031813546     MORTGAGORS: RANGEL               MOSES
                               RANGEL               ALEICIA
    REGION CODE    ADDRESS   : 3607 TULARE COURT
        01         CITY      :    OCEANSIDE
                   STATE/ZIP : CA  92056
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,790.16  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,703.17  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:   1,460,050.00
                               P & I AMT:     10,107.91
                               UPB AMT:   1,459,430.22

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          173
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031813603     MORTGAGORS: CALUFETTI            LARRY

    REGION CODE    ADDRESS   : 24 MINNETONKA ROAD
        01         CITY      :    FORT LAUDERDALE,
                   STATE/ZIP : FL  33308
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    274,175.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,922.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   06/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.33300
    ----------------------------------------------------------------
0   0031813645     MORTGAGORS: DE LA CRUZ           FAUSTO

    REGION CODE    ADDRESS   : 13076 MAJESTIC WAY
        01         CITY      :    COOPER CITY
                   STATE/ZIP : FL  33330
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,595.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,576.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 67.98800
    ----------------------------------------------------------------
0   0031813678     MORTGAGORS: SCHLEIGH             THOMAS
                               SCHLEIGH             DORIS
    REGION CODE    ADDRESS   : 1990 WOODS RIVER LANE
        01         CITY      :    DULUTH
                   STATE/ZIP : GA  30097
    MORTGAGE AMOUNT :   240,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    239,788.25  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,536.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031813702     MORTGAGORS: WELLS                JOHN
                               WELLS                CORINNE
    REGION CODE    ADDRESS   : 5422 PEGAMORE CREEK COURT
        01         CITY      :    POWDER SPRINGS
                   STATE/ZIP : GA  30127
    MORTGAGE AMOUNT :   255,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,030.19  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,718.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99300
    ----------------------------------------------------------------
0   0031813736     MORTGAGORS: CHENGER              JOSEPH
                               CHENGER              PATRICIA
    REGION CODE    ADDRESS   : 210 WILSONIA AVENUE
        01         CITY      :    NASHVILLE
                   STATE/ZIP : TN  37205
    MORTGAGE AMOUNT :   386,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    385,956.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,667.74  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:   1,396,350.00
                               P & I AMT:      9,422.62
                               UPB AMT:   1,393,546.08

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          174
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031813777     MORTGAGORS: GRADDY               MICKEY
                               GRADDY               CARROL
    REGION CODE    ADDRESS   : 322 CAICOS DRIVE
        01         CITY      :    PUNTA GORDA
                   STATE/ZIP : FL  33950
    MORTGAGE AMOUNT :   237,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    236,969.55  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,637.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031813819     MORTGAGORS: NGO                  CHIEU
                               NGO                  LAN
    REGION CODE    ADDRESS   : 1716 FUMIA COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    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     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.91000
    ----------------------------------------------------------------
0   0031814080     MORTGAGORS: SPENO                JEFFREY
                               SPENO                JENNIFER
    REGION CODE    ADDRESS   : 8140 DEVILLE COURT
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031814098     MORTGAGORS: QUINN                STEVE
                               QUINN                JOANN
    REGION CODE    ADDRESS   : 16338 WEST DIABLO COURT
        01         CITY      :    TRACY
                   STATE/ZIP : CA  95376
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,776.89  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,879.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.40000
    ----------------------------------------------------------------
0   0031814445     MORTGAGORS: CAMPBELL             DON
                               CAMPBELL             CYNTHIA
    REGION CODE    ADDRESS   : 3779 HIGHGATE
        01         CITY      :    MUSKEGON
                   STATE/ZIP : MI  49441
    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     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,464,150.00
                               P & I AMT:      9,945.51
                               UPB AMT:   1,462,803.12

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          175
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031814544     MORTGAGORS: MORA                 HENRY
                               MORA                 BELINDA
    REGION CODE    ADDRESS   : 5210 EAST DANBURY ROAD
        01         CITY      :    SCOTTSDALE
                   STATE/ZIP : AZ  85254
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 93.75000
    ----------------------------------------------------------------
0   0031814577     MORTGAGORS: GELFER               SCOTT
                               GELFER               COLLEEN
    REGION CODE    ADDRESS   : 25632 RANGEWOOD ROAD
        01         CITY      :    LAGUNA HILLS
                   STATE/ZIP : CA  92653
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.83000
    ----------------------------------------------------------------
0   0031814817     MORTGAGORS: GAST                 THOMAS
                               GAST                 LORI
    REGION CODE    ADDRESS   : 18555 LOOKOUT DRIVE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92886
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 76.92300
    ----------------------------------------------------------------
0   0031815491     MORTGAGORS: MINAMIDE             MARCIE

    REGION CODE    ADDRESS   : 34 AUVERGNE
        01         CITY      :    NEWPORT BEACH
                   STATE/ZIP : CA  92657
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,642.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 73.52900
    ----------------------------------------------------------------
0   0031815590     MORTGAGORS: VOLLRATH             EGON
                               VOLLRATH             MARGIT
    REGION CODE    ADDRESS   : 7015 REDWOOD RETREAT ROAD
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   548,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    547,622.87  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,973.38  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:   2,069,000.00
                               P & I AMT:     14,309.41
                               UPB AMT:   2,068,264.48

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          176
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031815608     MORTGAGORS: STARLING             NANCY

    REGION CODE    ADDRESS   : 474 RANCHO SANTE FE ROAD
        01         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92024
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031815665     MORTGAGORS: PINKERTON            JOHN
                               PINKERTON            LORI
    REGION CODE    ADDRESS   : 1842 POUMELE WAY
        01         CITY      :    OCEANSIDE
                   STATE/ZIP : CA  92054
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031815707     MORTGAGORS: MILLS                NORMAN
                               MILLS                SONYA
    REGION CODE    ADDRESS   : 1297 ST JOHN'S MINE ROAD
        01         CITY      :    VALLEJO
                   STATE/ZIP : CA  94591
    MORTGAGE AMOUNT :   368,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    367,705.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,479.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031815723     MORTGAGORS: MOLAVI               MARYAM
                               TEHRAN               HAMID
    REGION CODE    ADDRESS   : 20 DEWBERRY
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   299,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    299,022.29  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031815731     MORTGAGORS: NASSOURA             DORIS
                               THURMAN              PETER
    REGION CODE    ADDRESS   : 2419 GATES AVENUE, UNIT # A
        01         CITY      :    REDONDO BEACH
                   STATE/ZIP : CA  90278
    MORTGAGE AMOUNT :   359,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,612.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,424.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.97500
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,539,150.00
                               P & I AMT:     10,506.52
                               UPB AMT:   1,537,950.36

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          177
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031815772     MORTGAGORS: SHULGASSER           BARBARA

    REGION CODE    ADDRESS   : 2222 6TH STREET, UNIT #C
        01         CITY      :    SANTA MONICA
                   STATE/ZIP : CA  90405
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    336,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031815798     MORTGAGORS: MINTO                MARY
                               PORTER               LAMYLE
    REGION CODE    ADDRESS   : 416 NICHOLAS DRIVE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94043
    MORTGAGE AMOUNT :   259,850.00  OPTION TO CONVERT :
    UNPAID BALANCE :    259,642.20  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,750.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 54.99400
    ----------------------------------------------------------------
0   0031815814     MORTGAGORS: NADLER               DAVID
                               NADLER               SALLY
    REGION CODE    ADDRESS   : 19395 WYATT ROAD
        01         CITY      :    SONOMA
                   STATE/ZIP : CA  95476
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    650,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,434.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.78700
    ----------------------------------------------------------------
0   0031815848     MORTGAGORS: HERTOGHE             LEO
                               HERTOGHE             MARLENE
    REGION CODE    ADDRESS   : 4051 PROSPECTOR ROAD
        01         CITY      :    LOOMIS
                   STATE/ZIP : CA  95650
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,800.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,953.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031815855     MORTGAGORS: EMPERO               EDWARD
                               EMPERO               TAMARA
    REGION CODE    ADDRESS   : 1402 CALLE TOLEDO
        01         CITY      :    SAN CLEMENTE
                   STATE/ZIP : CA  92672
    MORTGAGE AMOUNT :   305,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,378.81  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,163.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,827,450.00
                               P & I AMT:     12,622.01
                               UPB AMT:   1,826,821.25

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          178
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031815863     MORTGAGORS: YAMADA               JAMES

    REGION CODE    ADDRESS   : 632 VALLE VISTA AVENUE
        01         CITY      :    OAKLAND
                   STATE/ZIP : CA  94610
    MORTGAGE AMOUNT :   281,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    281,030.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,918.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031815871     MORTGAGORS: EDER                 MARTIN
                               EDER                 CLARA
    REGION CODE    ADDRESS   : 4581 ALHAMBRA STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92107
    MORTGAGE AMOUNT :   303,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,540.96  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,202.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031815921     MORTGAGORS: HALLARCES            PETER
                               HALLARCES            PRIMAVERA
    REGION CODE    ADDRESS   : 218 MEADOWLAND DRIVE
        01         CITY      :    MILPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   345,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    344,750.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,441.89  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 68.45200
    ----------------------------------------------------------------
0   0031815962     MORTGAGORS: RICCI                ANGELO
                               RICCI                FRANK
    REGION CODE    ADDRESS   : 632 EAST VIEW WAY
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94062
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,715.27  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,489.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 62.93103
    ----------------------------------------------------------------
0   0031815970     MORTGAGORS: BURKE                STEVE

    REGION CODE    ADDRESS   : 62 LA GAVIOTA
        01         CITY      :    PISMO BEACH
                   STATE/ZIP : CA  93449
    MORTGAGE AMOUNT :   251,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,671.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,546,200.00
                               P & I AMT:     10,724.09
                               UPB AMT:   1,545,237.13

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          179
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031816101     MORTGAGORS: PONTHIER             CHARLES
                               PONTHIER             NANCY
    REGION CODE    ADDRESS   : 4717 MARICOPA STREET
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90503
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.71000
    ----------------------------------------------------------------
0   0031816119     MORTGAGORS: BARCIKOWSKI          JOHN
                               BARCIKOWSKI          ELIZABETH
    REGION CODE    ADDRESS   : 10703 COZYCROFT AVENUE
        01         CITY      :    CHATSWORTH
                   STATE/ZIP : CA  91311
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,744.33  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031816135     MORTGAGORS: MURPHY               TERESA

    REGION CODE    ADDRESS   : 1043 ANNAPOLIS DRIVE
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94403
    MORTGAGE AMOUNT :   336,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    335,665.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,320.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031816168     MORTGAGORS: ANTONIAN             ARMAND
                               ANTONIAN             ANNE
    REGION CODE    ADDRESS   : 2341 HILLHURST AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  90027
    MORTGAGE AMOUNT :   273,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,562.08  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 54.60000
    ----------------------------------------------------------------
0   0031816200     MORTGAGORS: BELTRAN              NANCY

    REGION CODE    ADDRESS   : 3900 ALTURA AVENUE
        01         CITY      :    GLENDALE
                   STATE/ZIP : CA  91214
    MORTGAGE AMOUNT :   269,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    269,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,815.67  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,489,500.00
                               P & I AMT:     10,219.10
                               UPB AMT:   1,488,267.32

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          180
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031816242     MORTGAGORS: YEH                  JEN
                               YEH                  JYEHERN
    REGION CODE    ADDRESS   : 4859 WINDHAVEN DRIVE
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91362
    MORTGAGE AMOUNT :   646,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    645,520.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,516.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 50.66600
    ----------------------------------------------------------------
0   0031816259     MORTGAGORS: HAND                 DIANE
                               MORGAN               SAMUEL
    REGION CODE    ADDRESS   : 814 CUESTA DRIVE
        01         CITY      :    MOUNTAIN VIEW
                   STATE/ZIP : CA  94040
    MORTGAGE AMOUNT :   346,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,116.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,304.61  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031816267     MORTGAGORS: LIN                  HAISHAN
                               LIN                  JIE
    REGION CODE    ADDRESS   : 20942 SHERMAN DRIVE
        01         CITY      :    CASTRO VALLEY
                   STATE/ZIP : CA  94552
    MORTGAGE AMOUNT :   258,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,665.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,695.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.99801
    ----------------------------------------------------------------
0   0031816275     MORTGAGORS: HARTSOUGH            DEBORAH

    REGION CODE    ADDRESS   : 1648 MALDEN STREET
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92109
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    364,715.26  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,489.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.83300
    ----------------------------------------------------------------
0   0031816291     MORTGAGORS: KRISHNAMOORTHI       VENKATRAM
                               VENKATRAM            SARASWATI
    REGION CODE    ADDRESS   : 492 CURIE DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95123
    MORTGAGE AMOUNT :   307,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,766.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,120.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.94700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,922,500.00
                               P & I AMT:     13,127.40
                               UPB AMT:   1,920,783.37

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          181
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031816333     MORTGAGORS: FERNANDEZ            ROSE

    REGION CODE    ADDRESS   : 25204 KEATS LANE
        01         CITY      :    STEVENSON RANCH
                   STATE/ZIP : CA  91381
    MORTGAGE AMOUNT :   255,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,250.72  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,742.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.00000
    ----------------------------------------------------------------
0   0031816341     MORTGAGORS: MCDONALD             RICHARD
                               MCDONALD             JANE
    REGION CODE    ADDRESS   : 15615 PAUMA VALLEY DRIVE
        01         CITY      :    PAUMA VALLEY
                   STATE/ZIP : CA  92061
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,655.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,594.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 69.56500
    ----------------------------------------------------------------
0   0031816358     MORTGAGORS: ORTEG                TIMOTHY
                               ORTEG                TRACY
    REGION CODE    ADDRESS   : 14428 WEST GRANDIFLORAS ROAD
        01         CITY      :    CANYON COUNTRY
                   STATE/ZIP : CA  91351
    MORTGAGE AMOUNT :   248,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,801.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,670.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 78.73000
    ----------------------------------------------------------------
0   0031816366     MORTGAGORS: BECHTOL              ALAN
                               BECHTOL              KAREN
    REGION CODE    ADDRESS   : 25501 ELDERWOOD
        01         CITY      :    LAKE FOREST
                   STATE/ZIP : CA  92630
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031816382     MORTGAGORS: BYRD                 JOSEPH
                               SINGLETARY-BYRD      LINDA
    REGION CODE    ADDRESS   : 2 COPA DEL ORO
        01         CITY      :    MONTEREY
                   STATE/ZIP : CA  93940
    MORTGAGE AMOUNT :   498,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    497,601.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,355.12  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.88700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,645,450.00
                               P & I AMT:     11,006.85
                               UPB AMT:   1,644,114.62

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          182
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031816390     MORTGAGORS: BROWN                ROBERT

    REGION CODE    ADDRESS   : 9536 BADEN AVENUE
        01         CITY      :    CHATSWORTH
                   STATE/ZIP : CA  91311
    MORTGAGE AMOUNT :   353,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    352,931.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,439.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.73600
    ----------------------------------------------------------------
0   0031816416     MORTGAGORS: CELLI                CHARLES

    REGION CODE    ADDRESS   : 48 NORTHERN PINE LOOP
        01         CITY      :    ALISO VIEJO
                   STATE/ZIP : CA  92656
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031816465     MORTGAGORS: ELLSWORTH            STERLING
                               ELLSWORTH            SARA
    REGION CODE    ADDRESS   : 319 SALIDA DEL SOL
        01         CITY      :    SANTA BARBARA
                   STATE/ZIP : CA  93101
    MORTGAGE AMOUNT :   295,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,775.52  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,037.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.81600
    ----------------------------------------------------------------
0   0031816499     MORTGAGORS: FOSSELMAN            JOHN
                               FOSSELMAN            JILL
    REGION CODE    ADDRESS   : 2120 LAMBERT DRIVE
        01         CITY      :    PASADENA
                   STATE/ZIP : CA  91107
    MORTGAGE AMOUNT :   273,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,796.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 89.96700
    ----------------------------------------------------------------
0   0031816515     MORTGAGORS: GLASS                JAMES
                               GLASS                DENISE
    REGION CODE    ADDRESS   : 32 VIA ANDORRA
        01         CITY      :    COTO DE CAZA
                   STATE/ZIP : CA  92679
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 74.62686
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,415,700.00
                               P & I AMT:      9,685.62
                               UPB AMT:   1,414,830.86

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          183
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031816531     MORTGAGORS: GORGAS               GREGORY
                               GORGAS               SANDRA
    REGION CODE    ADDRESS   : 6552 BLUEBONNET DRIVE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   305,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,167.61  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,109.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.32400
    ----------------------------------------------------------------
0   0031816556     MORTGAGORS: GREMP                DAVID
                               GREMP                JANICE
    REGION CODE    ADDRESS   : 372 GENOA DRIVE
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94065
    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     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 77.02700
    ----------------------------------------------------------------
0   0031816564     MORTGAGORS: JOHNSON              DAVID
                               JOHNSON              DIANE
    REGION CODE    ADDRESS   : 12699 FOOTMAN LANE
        01         CITY      :    POWAY
                   STATE/ZIP : CA  92064
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    349,705.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,299.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.54500
    ----------------------------------------------------------------
0   0031816713     MORTGAGORS: DOMINGO              BOBBY
                               DOMINGO              MARIJOY
    REGION CODE    ADDRESS   : 32781 SOUTH FOLKLORE LOOP
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   248,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,201.36  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,673.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.98700
    ----------------------------------------------------------------
0   0031816754     MORTGAGORS: TOBABEN              WILLIAM
                               TOBABEN              TRACY
    REGION CODE    ADDRESS   : 8320 SAN GAVILON NE
        01         CITY      :    ALBURQUERQUE
                   STATE/ZIP : NM  87123
    MORTGAGE AMOUNT :   244,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,150.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,665.54  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 94.99400
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,432,950.00
                               P & I AMT:      9,643.77
                               UPB AMT:   1,431,991.30

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          184
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031816804     MORTGAGORS: GARRIDO              HENRY
                               GARRIDO              WINDY
    REGION CODE    ADDRESS   : 8656 EAST SUNNYWALK LANE
        01         CITY      :    ANAHEIM HILLS
                   STATE/ZIP : CA  92808
    MORTGAGE AMOUNT :   273,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,070.39  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,795.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.89600
    ----------------------------------------------------------------
0   0031816812     MORTGAGORS: SILVERMAN            FRANKLYN
                               SILVERMAN            RUTH
    REGION CODE    ADDRESS   : 1011 MADISON AVENUE
        01         CITY      :    REDWOOD CITY
                   STATE/ZIP : CA  94061
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,797.34  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,981.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 70.88600
    ----------------------------------------------------------------
0   0031816838     MORTGAGORS: TRAN                 TUAN
                               TRAN                 NGOC
    REGION CODE    ADDRESS   : 1363 WOODRANCH COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,819.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 61.71400
    ----------------------------------------------------------------
0   0031816929     MORTGAGORS: BLOCK                STEVEN
                               BLOCK                CHRISTINE
    REGION CODE    ADDRESS   : 1138 GRAND TETON DRIVE
        01         CITY      :    PACIFICA
                   STATE/ZIP : CA  94044
    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     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.87300
    ----------------------------------------------------------------
0   0031816978     MORTGAGORS: MUMM                 JEFFREY
                               MUMM                 JENNIFER
    REGION CODE    ADDRESS   : 27810 NORTH SUNFLOWER COURT
        01         CITY      :    VALENCIA AREA
                   STATE/ZIP : CA  91354
    MORTGAGE AMOUNT :   266,950.00  OPTION TO CONVERT :
    UNPAID BALANCE :    266,950.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,798.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,370,250.00
                               P & I AMT:      9,304.85
                               UPB AMT:   1,369,599.30

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          185
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031816986     MORTGAGORS: NGUYEN               CHUNG
                               DUONG                KIM
    REGION CODE    ADDRESS   : 1704 FUMIA COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95131
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 68.66800
    ----------------------------------------------------------------
0   0031817000     MORTGAGORS: LOYET                SCOTT
                               KAZIMI               CAMILLA
    REGION CODE    ADDRESS   : 6566 ROBINEA DRIVE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   356,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    356,022.05  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,430.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 89.98600
    ----------------------------------------------------------------
0   0031817034     MORTGAGORS: CORRIGAN             KATHLEEN
                               BELLAGAMBA           RICHARD
    REGION CODE    ADDRESS   : 738 NORTH POND COURT
        01         CITY      :    LAFAYETTE
                   STATE/ZIP : CA  94549
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,793.43  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,676.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 65.96800
    ----------------------------------------------------------------
0   0031817323     MORTGAGORS: SIMON                BRIAN
                               SIMON                AMY
    REGION CODE    ADDRESS   : 512 GREEN MOUNTAIN ST.,
        01         CITY      :    SIMI VALLEY
                   STATE/ZIP : CA  93065
    MORTGAGE AMOUNT :   321,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    321,499.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,194.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99400
    ----------------------------------------------------------------
0   0031818214     MORTGAGORS: LEWIS                DANIEL
                               LEWIS                ANTOINETTE
    REGION CODE    ADDRESS   : 1147 RIMER DRIVE
        01         CITY      :    MORAGA
                   STATE/ZIP : CA  94556
    MORTGAGE AMOUNT :   420,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    420,471.73  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,870.60  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:   1,630,850.00
                               P & I AMT:     11,012.09
                               UPB AMT:   1,629,786.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          186
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031818230     MORTGAGORS: ALLEN                SAMUEL
                               ALLEN                COLLEEN
    REGION CODE    ADDRESS   : 11975 MARGINATA COURT
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   328,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    327,750.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,265.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031818271     MORTGAGORS: CERNIK               GERALD
                               CERNIK               CINDERELLA
    REGION CODE    ADDRESS   : 8738 ENRAMADA AVENUE
        01         CITY      :    WHITTIER
                   STATE/ZIP : CA  90605
    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     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031818305     MORTGAGORS: NOLAN                GREGG
                               NOLAN                JACQUELYN
    REGION CODE    ADDRESS   : 2744 CASALERO DRIVE
        01         CITY      :    LA HABRA HEIGHTS
                   STATE/ZIP : CA  90631
    MORTGAGE AMOUNT :   448,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    448,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,980.56  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031818339     MORTGAGORS: GARCIA               THOMAS
                               GARCIA               DOROTHY
    REGION CODE    ADDRESS   : 10157 MASTERS DRIVE NE
        01         CITY      :    ALBUQUERQUE
                   STATE/ZIP : NM  87111
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,628.95  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,126.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031818495     MORTGAGORS: KNOPF                THOMAS
                               KNOPF                COLLEEN
    REGION CODE    ADDRESS   : 19 SINALOA COURT
        01         CITY      :    NOVATO
                   STATE/ZIP : CA  94947
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,888,000.00
                               P & I AMT:     12,764.37
                               UPB AMT:   1,886,867.02

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          187
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031818503     MORTGAGORS: LOGAN                MICHAEL
                               LOGAN                CAROLINE
    REGION CODE    ADDRESS   : 721 GUILDFORD AVENUE
        01         CITY      :    SAN MATEO
                   STATE/ZIP : CA  94402
    MORTGAGE AMOUNT :   273,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    273,386.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,866.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031818511     MORTGAGORS: GOODMAN              MICHAEL
                               GOODMAN              PAMELA
    REGION CODE    ADDRESS   : 3510 CUESTA COURT
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95148
    MORTGAGE AMOUNT :   258,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    258,182.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,697.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031818529     MORTGAGORS: ESCOBAR              JERRY
                               ESCOBAR              ANN
    REGION CODE    ADDRESS   : 729 COLLEGE AVENUE
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95050
    MORTGAGE AMOUNT :   331,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    330,941.63  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,259.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031818545     MORTGAGORS: QUILLIN              BRUCE
                               QUILLIN              ANNE
    REGION CODE    ADDRESS   : 5601 GREEN MEADOWS STREET
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90505
    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     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031818826     MORTGAGORS: PRIBONIC             EDWARD
                               PRIBONIC             ANDREA
    REGION CODE    ADDRESS   : 4825 HAZELNUT AVENUE
        01         CITY      :    SEAL BEACH
                   STATE/ZIP : CA  90740
    MORTGAGE AMOUNT :   416,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    415,698.91  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,944.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,663,200.00
                               P & I AMT:     11,419.91
                               UPB AMT:   1,661,917.84

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          188
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031818867     MORTGAGORS: PEPPER               GERALD
                               PEPPER               JACQUELINE
    REGION CODE    ADDRESS   : 12434 NW 63RD STREET
        01         CITY      :    CORAL SPRINGS
                   STATE/ZIP : FL  33076
    MORTGAGE AMOUNT :   266,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,788.12  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.96  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   07/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031818891     MORTGAGORS: ARAICO               ENRIQUE
                               ARAICO               SONJA
    REGION CODE    ADDRESS   : 1360 BRIGHTWATERS BOULEVARD NE
        01         CITY      :    ST PETERSBURG
                   STATE/ZIP : FL  33704
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,770.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,005.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.00000
    ----------------------------------------------------------------
0   0031818925     MORTGAGORS: MESSA                SUZETTE
                               MESSA                DARBY
    REGION CODE    ADDRESS   : 420 SYCAMORE AVENUE
        01         CITY      :    BEN LOMOND
                   STATE/ZIP : CA  95005
    MORTGAGE AMOUNT :   278,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,872.04  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,850.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031819097     MORTGAGORS: SIU                  SAMMY
                               SIU                  SYLVIA
    REGION CODE    ADDRESS   : 817 HAWTHORNE WAY
        01         CITY      :    MILLBRAE
                   STATE/ZIP : CA  94030
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 72.91600
    ----------------------------------------------------------------
0   0031819154     MORTGAGORS: KIRCHNER             GILBERT
                               DO                   KIMTHUY
    REGION CODE    ADDRESS   : 611 SEACLIFF DRIVE
        01         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   430,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    430,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,969.91  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.34900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,618,500.00
                               P & I AMT:     11,083.05
                               UPB AMT:   1,617,430.81

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          189
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031820947     MORTGAGORS: HOFFMAN              ROBERT
                               HOFFMAN              SHARLON
    REGION CODE    ADDRESS   : 6272 MYRTLE DRIVE
        01         CITY      :    HUNTINGTON BEACH
                   STATE/ZIP : CA  92647
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,075.06  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031821036     MORTGAGORS: BURNS                MICHAEL
                               ABE                  ERIN
    REGION CODE    ADDRESS   : 24 VIA NOVA
        01         CITY      :    LAGUNA HILLS
                   STATE/ZIP : CA  92653
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,819.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031821119     MORTGAGORS: SIEMONS              JAMES
                               SIEMONS              MISA
    REGION CODE    ADDRESS   : 5348 WILDROSE COURT
        01         CITY      :    CONCORD
                   STATE/ZIP : CA  94521
    MORTGAGE AMOUNT :   289,955.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,955.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,978.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.99900
    ----------------------------------------------------------------
0   0031821408     MORTGAGORS: ROLPH                BRUCE
                               ROLPH                MARILYN
    REGION CODE    ADDRESS   : 2522 WEST BEECHWOOD  AVENUE
        01         CITY      :    FRESNO
                   STATE/ZIP : CA  93711
    MORTGAGE AMOUNT :   288,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    288,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,871.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031823297     MORTGAGORS: CHEUNG               DONALD
                               CHEUNG               LINCHUAN
    REGION CODE    ADDRESS   : 2129 LOCKWOOD AVENUE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   263,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    262,789.68  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,771.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.93900
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,419,555.00
                               P & I AMT:      9,515.85
                               UPB AMT:   1,419,344.68

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          190
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031823313     MORTGAGORS: WILLIAMS-SMITH       RENEE
                               SMITH                DOUGLAS
    REGION CODE    ADDRESS   : 222-224 30TH STREET
        01         CITY      :    HERMOSA BEACH
                   STATE/ZIP : CA  90254
    MORTGAGE AMOUNT :   426,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    426,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,834.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.61900
    ----------------------------------------------------------------
0   0031823321     MORTGAGORS: HOMOLKA              LAURENCE

    REGION CODE    ADDRESS   : 1047 LAS PULGAS ROAD
        01         CITY      :    PACIFIC PALISADES (AREA)
                   STATE/ZIP : CA  90272
    MORTGAGE AMOUNT :   650,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    650,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,324.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.70800
    ----------------------------------------------------------------
0   0031823438     MORTGAGORS: BARTON               CHERYL

    REGION CODE    ADDRESS   : 563 BELVEDERE STREET
        01         CITY      :    SAN FRANCISCO
                   STATE/ZIP : CA  94117
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.63100
    ----------------------------------------------------------------
0   0031823479     MORTGAGORS: FIVELLA              KENRIC
                               FIVELLA              BILLIE
    REGION CODE    ADDRESS   : 1011 BRIONES ROAD
        01         CITY      :    MARTINEZ
                   STATE/ZIP : CA  94553
    MORTGAGE AMOUNT :   272,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    272,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,883.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.70200
    ----------------------------------------------------------------
0   0031824030     MORTGAGORS: STRZEMIENSKI         STEPHAN
                               STRZEMIENSKI         ROBIN
    REGION CODE    ADDRESS   : 7405 CARATH COURT
        01         CITY      :    SPRINGFIELD
                   STATE/ZIP : VA  22153
    MORTGAGE AMOUNT :   270,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,558.90  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,939.69  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,876,450.00
                               P & I AMT:     12,756.87
                               UPB AMT:   1,876,258.90

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          191
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031824055     MORTGAGORS: SEGAL                WILLIAM
                               SEGAL                LEIGH
    REGION CODE    ADDRESS   : 38 FAIRWAY DRIVE
        01         CITY      :    PRINCETON
                   STATE/ZIP : NJ  08540
    MORTGAGE AMOUNT :   420,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    420,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,936.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031825409     MORTGAGORS: HOFFMAN              EDWIN

    REGION CODE    ADDRESS   : 25280 PICO VISTA WAY
        01         CITY      :    MORENO VALLEY
                   STATE/ZIP : CA  92557
    MORTGAGE AMOUNT :   242,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,714.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
0   0031825417     MORTGAGORS: JAGER                WILLIAM
                               JAGER                SHERILYN
    REGION CODE    ADDRESS   : 115 LUCIA LANE
        01         CITY      :    SCOTTS VALLEY
                   STATE/ZIP : CA  95066
    MORTGAGE AMOUNT :   388,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    388,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,581.37  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031825466     MORTGAGORS: PADILLA              BENNIE
                               PADILLA              PATRICIA
    REGION CODE    ADDRESS   : 2694 ELLIOT STREET
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95051
    MORTGAGE AMOUNT :   296,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    296,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,944.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031825490     MORTGAGORS: LENHOFF              STEVEN
                               LENHOFF              CARLA
    REGION CODE    ADDRESS   : 3205 BERRY DRIVE
        01         CITY      :    STUDIO CITY
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   476,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    476,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,330.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,822,500.00
                               P & I AMT:     12,507.23
                               UPB AMT:   1,822,500.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          192
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031825524     MORTGAGORS: BURICH               PAUL
                               BURICH               SHARON
    REGION CODE    ADDRESS   : 2285 LACEY DRIVE
        01         CITY      :    MILIPITAS
                   STATE/ZIP : CA  95035
    MORTGAGE AMOUNT :   276,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,882.81  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031825532     MORTGAGORS: WATTS                BERTHA

    REGION CODE    ADDRESS   : 1740 TATTENHAM ROAD
        01         CITY      :    ENCINITAS
                   STATE/ZIP : CA  92024
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 57.57000
    ----------------------------------------------------------------
0   0031825565     MORTGAGORS: CIANO                DINO
                               CIANO                KERRIE
    REGION CODE    ADDRESS   : 310 & 312 COSTA MESA STREET
        01         CITY      :    COSTA MESA
                   STATE/ZIP : CA  92627
    MORTGAGE AMOUNT :   395,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    395,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,695.28  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031825805     MORTGAGORS: HEWITT               FRED
                               HEWITT               BETTY
    REGION CODE    ADDRESS   : 5438 SHANNON DRIVE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92686
    MORTGAGE AMOUNT :   429,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    428,648.35  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,854.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.88800
    ----------------------------------------------------------------
0   0031825821     MORTGAGORS: BARTELS              TONY
                               BARTLES              HELENE
    REGION CODE    ADDRESS   : 30642 RIGGER ROAD
        01         CITY      :    AGOURA HILLS
                   STATE/ZIP : CA  91301
    MORTGAGE AMOUNT :   250,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,819.06  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 79.87200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,658,100.00
                               P & I AMT:     11,329.00
                               UPB AMT:   1,657,567.41

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          193
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031825854     MORTGAGORS: COOLEY               RODNEY
                               YOKOTA               ALICE
    REGION CODE    ADDRESS   : 4652 CONCHITA WAY
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91356
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,709.01  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,361.82  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 71.00000
    ----------------------------------------------------------------
0   0031826837     MORTGAGORS: AMARANTE             ROBERT

    REGION CODE    ADDRESS   : 155 FARALLON COURT
        01         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   292,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    292,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,942.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031826910     MORTGAGORS: PELTIER              WARREN
                               PELTIER              LESLIE
    REGION CODE    ADDRESS   : 16 MYKONOS
        01         CITY      :    LAGUNA NIGUEL
                   STATE/ZIP : CA  92677
    MORTGAGE AMOUNT :   331,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,234.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031827124     MORTGAGORS: OWENS                GEORGE
                               OWENS                NANCY
    REGION CODE    ADDRESS   : 104 BERYL LANE
        01         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,769.69  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,940.31  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031827140     MORTGAGORS: CURTIS               TERRY
                               CURTIS               LORNA
    REGION CODE    ADDRESS   : 11675 CYPRESS CANYON RD.
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   351,650.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,382.42  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,428.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.99700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,618,250.00
                               P & I AMT:     10,907.62
                               UPB AMT:   1,617,461.12

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          194
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031827314     MORTGAGORS: CORDERO              EDUARDO
                               CORDERO              MIRASOL
    REGION CODE    ADDRESS   : 2104 SUNSPRITE DRIVE
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   331,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    331,284.86  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,233.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
0   0031827355     MORTGAGORS: HO                   PAK-NIN
                               CHI                  TERESA
    REGION CODE    ADDRESS   : 2125 SUNSPRITE DRIVE
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   330,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    329,722.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,167.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 74.61200
    ----------------------------------------------------------------
0   0031827371     MORTGAGORS: ANDERSON             CARL
                               ANDERSON             ADRIANA
    REGION CODE    ADDRESS   : 32756 SOUTH FOLKLORE LOOP
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   286,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,952.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.98000
    ----------------------------------------------------------------
0   0031827397     MORTGAGORS: BERENSTEIN           JACK
                               BERENSTEIN           MELISSA
    REGION CODE    ADDRESS   : 3272 PAGENT COURT
        01         CITY      :    THOUSAND OAKS
                   STATE/ZIP : CA  91360
    MORTGAGE AMOUNT :   244,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,685.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031827728     MORTGAGORS: QUISQUINO            JOSELINO
                               QUISQUINO            JOYCE
    REGION CODE    ADDRESS   : 9160 WREN AVENUE
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   334,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    334,268.93  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,197.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 94.98999
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,526,300.00
                               P & I AMT:     10,236.99
                               UPB AMT:   1,525,476.55

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          195
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031827900     MORTGAGORS: SMALLRIDGE           DAAVID
                               SMALLRIDGE           KAREN
    REGION CODE    ADDRESS   : 2424 LAURA LANE,
        01         CITY      :    MOUNTAIN VIEW,
                   STATE/ZIP : CA  94043
    MORTGAGE AMOUNT :   319,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    319,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,123.65  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031829237     MORTGAGORS: GODOWN               MARK
                               GODOWN               JENNIFER
    REGION CODE    ADDRESS   : 731 NORTH ZIEGLER WAY
        01         CITY      :    PLACENTIA
                   STATE/ZIP : CA  92870
    MORTGAGE AMOUNT :   254,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,757.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.30700
    ----------------------------------------------------------------
0   0031829435     MORTGAGORS: MARSHALL             THERESA
                               MARSHALL             DAVID
    REGION CODE    ADDRESS   : 1170 MASON DRIVE
        01         CITY      :    PACIFICA
                   STATE/ZIP : CA  94044
    MORTGAGE AMOUNT :   301,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    300,859.21  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,028.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.20500
    ----------------------------------------------------------------
0   0031829484     MORTGAGORS: DEOVLET              MICHAEL

    REGION CODE    ADDRESS   : 18592 CALLENS CIRCLE,
        01         CITY      :    FOUNTAIN VALLEY,
                   STATE/ZIP : CA  92708
    MORTGAGE AMOUNT :   305,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    305,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,081.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031829609     MORTGAGORS: SACKS                GREGORY
                               SACKS                DARYL
    REGION CODE    ADDRESS   : 3497 CAMINO CORTE
        01         CITY      :    CARLSBAD
                   STATE/ZIP : CA  92009
    MORTGAGE AMOUNT :   270,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    270,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,887.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 65.15300
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,449,900.00
                               P & I AMT:      9,879.19
                               UPB AMT:   1,449,659.21

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          196
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031829740     MORTGAGORS: PARKER               CHARLES
                               PARKER               ALICE
    REGION CODE    ADDRESS   : 4039 SPRING LAKE BLVD
        01         CITY      :    ANN ARBOR
                   STATE/ZIP : MI  48108
    MORTGAGE AMOUNT :   263,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,107.67  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,842.43  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 70.26600
    ----------------------------------------------------------------
0   0031829815     MORTGAGORS: STATSON              SCOTT
                               STATSON              KIMBERLY
    REGION CODE    ADDRESS   : 10136 MAPLE RD
        01         CITY      :    DAVISON
                   STATE/ZIP : MI  48423
    MORTGAGE AMOUNT :   464,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    463,309.13  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,244.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 68.74000
    ----------------------------------------------------------------
0   0031830029     MORTGAGORS: LIN                  JINYUN
                               WANG                 RONG
    REGION CODE    ADDRESS   : 32748 SOUTH FOLKLORE LOOP
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   254,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,150.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,733.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.97600
    ----------------------------------------------------------------
0   0031830037     MORTGAGORS: LOPEZ                FRANCISCO
                               LOPEZ                VERONICA
    REGION CODE    ADDRESS   : 32667 FOXGLOVE WAY
        01         CITY      :    UNION CITY
                   STATE/ZIP : CA  94587
    MORTGAGE AMOUNT :   351,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,280.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 79.98100
    ----------------------------------------------------------------
0   0031830052     MORTGAGORS: POCKLINGTON          JAMES
                               POCKLINGTON          CYNTHIA
    REGION CODE    ADDRESS   : 136 ST PIERRE WAY
        01         CITY      :    MARTINEZ
                   STATE/ZIP : CA  94553
    MORTGAGE AMOUNT :   293,260.00  OPTION TO CONVERT :
    UNPAID BALANCE :    293,036.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,025.48  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:   1,626,510.00
                               P & I AMT:     11,126.51
                               UPB AMT:   1,625,203.65

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          197
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031830086     MORTGAGORS: ANCHETA              VICKY
                               ANCHETA              ALFONSO
    REGION CODE    ADDRESS   : 1430 BRIARBERRY LANE
        01         CITY      :    GILROY
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   277,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,360.99  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,800.51  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031830193     MORTGAGORS: HALLIWELL            JANET

    REGION CODE    ADDRESS   : 401 SHEA LANE
        01         CITY      :    LONG BEACH
                   STATE/ZIP : CA  90803
    MORTGAGE AMOUNT :   310,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    310,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,118.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 90.00000
    ----------------------------------------------------------------
0   0031830201     MORTGAGORS: PRESIADO             LEO
                               PRESIADO             MICHELLE
    REGION CODE    ADDRESS   : 20 MOUNTAIN VIEW
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92612
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,992.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 77.02702
    ----------------------------------------------------------------
0   0031830284     MORTGAGORS: KING                 GREGORY
                               KING                 DIANE
    REGION CODE    ADDRESS   : 5 LONE OAK COURT
        01         CITY      :    PETALUMA
                   STATE/ZIP : CA  94952
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031830326     MORTGAGORS: KUBOKAWA             GLEN
                               KUBOKAWA             SANDRA
    REGION CODE    ADDRESS   : 1952 WEST 235TH STREET
        01         CITY      :    TORRANCE
                   STATE/ZIP : CA  90501
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 77.70700
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,417,100.00
                               P & I AMT:      9,576.47
                               UPB AMT:   1,416,860.99

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          198
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0031830359     MORTGAGORS: BAILEY               BRADLEY
                               BAILEY               DONNA
    REGION CODE    ADDRESS   : 15892 BOWIE STREET
        01         CITY      :    WESTMINSTER
                   STATE/ZIP : CA  92683
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,828.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0031831340     MORTGAGORS: SNYDER               LARRY
                               SNYDER               ANDREA
    REGION CODE    ADDRESS   : 58 DORIS CIRCLE
        01         CITY      :    HOLLISTER
                   STATE/ZIP : CA  95023
    MORTGAGE AMOUNT :   306,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,066.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0031831761     MORTGAGORS: JOHNSON              PATRICK
                               JOHNSON              MICHIKO
    REGION CODE    ADDRESS   : 11690 CYPRESS CANYON ROAD
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   313,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,492.82  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,087.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 79.98900
    ----------------------------------------------------------------
0   0031833312     MORTGAGORS: SANTIAGO             CARLITO
                               SANTIAGO             ZENAIDA
    REGION CODE    ADDRESS   : 2526 AMETHYST DRIVE
        01         CITY      :    SANTA CLARA
                   STATE/ZIP : CA  95051
    MORTGAGE AMOUNT :   246,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,636.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 94.98000
    ----------------------------------------------------------------
0   0031835754     MORTGAGORS: STOKES               PETER
                               STOKES               LORI
    REGION CODE    ADDRESS   : 90 MONTCLAIRE
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   578,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    578,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,992.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.84200
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,712,500.00
                               P & I AMT:     11,610.99
                               UPB AMT:   1,712,242.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          199
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070107784     MORTGAGORS: THOMPSON             DONALD
                               THOMPSON             MATILDA
    REGION CODE    ADDRESS   : 139 BARBER AVENUE
        01         CITY      :    SAN ANSELMO
                   STATE/ZIP : CA  94960
    MORTGAGE AMOUNT :   398,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    398,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,719.15  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.07957
    ----------------------------------------------------------------
0   0070125281     MORTGAGORS: FORBES               WILLIAM
                               FORBES               BONNEY
    REGION CODE    ADDRESS   : 1188 WEAVER DRIVE
        01         CITY      :    BOULDER
                   STATE/ZIP : CO  80302
    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     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 60.00000
    ----------------------------------------------------------------
0   0070151899     MORTGAGORS: GILKYSON             NANCY

    REGION CODE    ADDRESS   : 2159 PINE CREST DRIVE
        01         CITY      :    ALTADENA
                   STATE/ZIP : CA  91001
    MORTGAGE AMOUNT :   535,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    535,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,740.80  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 71.33333
    ----------------------------------------------------------------
0   0070222831     MORTGAGORS: BOGER                DAVID
                               BOGER                SANDRA
    REGION CODE    ADDRESS   : 713 SHORE ROAD
        01         CITY      :    HEBER SPRIN
                   STATE/ZIP : AR  72543
    MORTGAGE AMOUNT :   480,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    480,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,356.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 74.76636
    ----------------------------------------------------------------
0   0070228978     MORTGAGORS: SHAPIRO              TODD
                               SHAPIRO              DIANE
    REGION CODE    ADDRESS   : 617 BARINGTON PLACE
        01         CITY      :    MATTHEWS
                   STATE/ZIP : NC  28105
    MORTGAGE AMOUNT :   251,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,755.03  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 69.72222
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,964,600.00
                               P & I AMT:     13,668.85
                               UPB AMT:   1,964,600.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          200
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070232392     MORTGAGORS: BANTON               MARVIN
                               BANTON               DIANE
    REGION CODE    ADDRESS   : 14004 MOUNTIAN ROAD
        01         CITY      :    PURCELLVILL
                   STATE/ZIP : VA  22132
    MORTGAGE AMOUNT :   256,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    256,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,811.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 85.33333
    ----------------------------------------------------------------
0   0070237177     MORTGAGORS: OLSON                ROBERT
                               OLSON                RENEE
    REGION CODE    ADDRESS   : 10774 EAST SUGAR CREEK
        01         CITY      :    APACHE JUNC
                   STATE/ZIP : AZ  85219
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 73.33333
    ----------------------------------------------------------------
0   0070241880     MORTGAGORS: ZULUETA              PHILLIP
                               ZULUETA              BARBARA
    REGION CODE    ADDRESS   : 26792 VIA ALCALA
        01         CITY      :    MISSION VIE
                   STATE/ZIP : CA  92691
    MORTGAGE AMOUNT :   275,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    275,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,922.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 79.94186
    ----------------------------------------------------------------
0   0070247267     MORTGAGORS: WHITE                MARK
                               WHITE                JAMESETTA
    REGION CODE    ADDRESS   : 2703 SOUTH NELSON COURT
        01         CITY      :    LAKEWOOD
                   STATE/ZIP : CO  80227
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,271.14  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,027.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 73.60406
    ----------------------------------------------------------------
0   0070252143     MORTGAGORS: BOHLENDER            MILO
                               BOHLENDER            GWEN
    REGION CODE    ADDRESS   : 8876 NORTH COUNTY ROAD
        01         CITY      :    FORT COLLIN
                   STATE/ZIP : CO  80524
    MORTGAGE AMOUNT :   492,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    492,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,485.88  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 78.17460
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,588,500.00
                               P & I AMT:     11,147.75
                               UPB AMT:   1,587,771.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          201
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070270509     MORTGAGORS: PANDYA               SUKETU
                               PANDYA               AMITA
    REGION CODE    ADDRESS   : 26272 CANNES CIRCLE
        01         CITY      :    MISSION VIE
                   STATE/ZIP : CA  92692
    MORTGAGE AMOUNT :   307,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    307,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,071.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0070277611     MORTGAGORS: GOLDSTEIN            ERIC

    REGION CODE    ADDRESS   : 40 W. 84TH STREET   #5B
        01         CITY      :    New York
                   STATE/ZIP : NY  10024
    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     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 61.73000
    ----------------------------------------------------------------
0   0070285689     MORTGAGORS: ROTHKOPF             HENRY
                               SMIGEN ROTHK         SHEILAGH
    REGION CODE    ADDRESS   : 611 PERSHING DRIVE
        01         CITY      :    SILVER SPRI
                   STATE/ZIP : MD  20910
    MORTGAGE AMOUNT :   246,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    246,150.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,679.18  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 78.14286
    ----------------------------------------------------------------
0   0070286109     MORTGAGORS: BERTHOUD             WILLIAM
                               BERTHOUD             KRISTEN
    REGION CODE    ADDRESS   : 292 STOW ROAD
        01         CITY      :    HARVARD
                   STATE/ZIP : MA  01451
    MORTGAGE AMOUNT :   288,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,514.71  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,891.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   08/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070286729     MORTGAGORS: HAGENBUCH            ALAN
                               HAGENBUCH            JOANN
    REGION CODE    ADDRESS   : 545 TULLAMORE WAY
        01         CITY      :    ALPHARETTA
                   STATE/ZIP : GA  30201
    MORTGAGE AMOUNT :   388,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    387,954.57  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,681.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 60.47508
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,479,900.00
                               P & I AMT:     10,072.40
                               UPB AMT:   1,479,119.28

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          202
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070302252     MORTGAGORS: LASKEY               GERALD

    REGION CODE    ADDRESS   : 51 FIFTH AVENUE
        01         CITY      :    New York
                   STATE/ZIP : NY  10003
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    355,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,482.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 44.38000
    ----------------------------------------------------------------
0   0070302849     MORTGAGORS: GILLEN               STEPHEN
                               GILLEN               KATHLEEN
    REGION CODE    ADDRESS   : 2 FAWN HILL RUN
        01         CITY      :    KINNELON
                   STATE/ZIP : NJ  07405
    MORTGAGE AMOUNT :   362,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    362,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,500.24  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 65.81818
    ----------------------------------------------------------------
0   0070303128     MORTGAGORS: ROBINSON             HELENE

    REGION CODE    ADDRESS   : 2298 NORTHWEST 60TH STREET
        01         CITY      :    BOCA RATON
                   STATE/ZIP : FL  33496
    MORTGAGE AMOUNT :   381,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,710.09  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,631.47  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 71.88679
    ----------------------------------------------------------------
0   0070307285     MORTGAGORS: BUCHANAN             ARTHUR

    REGION CODE    ADDRESS   : 1513 EAST OCEAN AVENUE
        01         CITY      :    SEAL BEACH
                   STATE/ZIP : CA  90740
    MORTGAGE AMOUNT :   242,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    242,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,593.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 77.01587
    ----------------------------------------------------------------
0   0070308150     MORTGAGORS: BURNETT              JAMES
                               BREEN                DANIEL
    REGION CODE    ADDRESS   : 109 WARREN AVENUE
        01         CITY      :    BOSTON
                   STATE/ZIP : MA  02118
    MORTGAGE AMOUNT :   447,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    447,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,049.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 74.50000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,787,600.00
                               P & I AMT:     12,256.96
                               UPB AMT:   1,787,310.09

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          203
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070309182     MORTGAGORS: PHILLIP              LEARIE
                               PHILLIP              CECILE
    REGION CODE    ADDRESS   : 14929 NOTLEY ROAD
        01         CITY      :    SILVER SPRI
                   STATE/ZIP : MD  20905
    MORTGAGE AMOUNT :   346,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    346,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,360.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 85.85608
    ----------------------------------------------------------------
0   0070309562     MORTGAGORS: REED                 STEPHEN
                               REED                 DIANNE
    REGION CODE    ADDRESS   : 1984 ALAQUA DRIVE
        01         CITY      :    LONGWOOD
                   STATE/ZIP : FL  32779
    MORTGAGE AMOUNT :   520,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    520,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,549.36  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 59.80460
    ----------------------------------------------------------------
0   0070309893     MORTGAGORS: MCINTOSH             FORREST
                               MCINTOSH             MOLLY
    REGION CODE    ADDRESS   : 2528 225TH PLACE NORTHEAST
        01         CITY      :    REDMOND
                   STATE/ZIP : WA  98053
    MORTGAGE AMOUNT :   249,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,698.62  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.52632
    ----------------------------------------------------------------
0   0070313291     MORTGAGORS: LAURICELLA           PAUL
                               LAURICELLA           SUSAN
    REGION CODE    ADDRESS   : 21 LAUREL LANE
        01         CITY      :    WILTON
                   STATE/ZIP : CT  06897
    MORTGAGE AMOUNT :   265,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    264,760.44  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,674.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 48.62385
    ----------------------------------------------------------------
0   0070314216     MORTGAGORS: LAUDERMILCH          NORMAN

    REGION CODE    ADDRESS   : 7426 KINCHELOE ROAD
        01         CITY      :    CLIFTON
                   STATE/ZIP : VA  22024
    MORTGAGE AMOUNT :   250,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,668.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 76.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,631,100.00
                               P & I AMT:     10,951.87
                               UPB AMT:   1,630,860.44

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          204
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070315825     MORTGAGORS: MICHELET             FLORENCE
                               ABUZAR               SYED
    REGION CODE    ADDRESS   : 953 CURTIS PLACE
        01         CITY      :    NORTH BRUNS
                   STATE/ZIP : NJ  08902
    MORTGAGE AMOUNT :   303,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    303,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,093.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.14706
    ----------------------------------------------------------------
0   0070316864     MORTGAGORS: NAGY                 MICHAEL
                               NAGY                 SUSAN
    REGION CODE    ADDRESS   : 1074 HIGHLANDS CIRCLE
        01         CITY      :    LOS ALTOS
                   STATE/ZIP : CA  94024
    MORTGAGE AMOUNT :   474,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    474,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,277.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 61.23871
    ----------------------------------------------------------------
0   0070317094     MORTGAGORS: SKOBLICK             KEVIN
                               SKOBLICK             F
    REGION CODE    ADDRESS   : 6605 SANTA ROSA ROAD
        01         CITY      :    CAMARILLO
                   STATE/ZIP : CA  93012
    MORTGAGE AMOUNT :   412,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    412,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,845.58  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070321831     MORTGAGORS: COYNE                CHRISTOPHE

    REGION CODE    ADDRESS   : 312-14 GASKILL ST
        01         CITY      :    PHILADELPHI
                   STATE/ZIP : PA  19147
    MORTGAGE AMOUNT :   279,450.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,450.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,042.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/23
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.00000
    ----------------------------------------------------------------
0   0070323043     MORTGAGORS: MAIER                ROBERT
                               MAIER                BARBARA
    REGION CODE    ADDRESS   : 581 BOWSPRIT LANE
        01         CITY      :    LONGBOAT KE
                   STATE/ZIP : FL  34228
    MORTGAGE AMOUNT :   248,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    248,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,719.09  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 63.82051
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,718,050.00
                               P & I AMT:     11,978.49
                               UPB AMT:   1,718,050.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          205
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070325436     MORTGAGORS: WEBBER               RAYMOND
                               WEBBER               JENNIFER
    REGION CODE    ADDRESS   : 9703 IRISH MAN'S RUN LANE
        01         CITY      :    Zionsville
                   STATE/ZIP : IN  46077
    MORTGAGE AMOUNT :   269,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,779.51  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,789.66  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 59.38000
    ----------------------------------------------------------------
0   0070325766     MORTGAGORS: GREEN                WILLIAM
                               JUBELIRER            MARNIE
    REGION CODE    ADDRESS   : 2 WANDA WAY
        01         CITY      :    MARTINEZ
                   STATE/ZIP : CA  94553
    MORTGAGE AMOUNT :   249,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    249,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,721.85  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.90385
    ----------------------------------------------------------------
0   0070326145     MORTGAGORS: KATZ                 HARRY
                               KATZ                 BARBARA
    REGION CODE    ADDRESS   : 3 DOGWOOD CLOSE
        01         CITY      :    Briarcliff Manor
                   STATE/ZIP : NY  10510
    MORTGAGE AMOUNT :   437,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    436,659.10  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,981.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.45000
    ----------------------------------------------------------------
0   0070326806     MORTGAGORS: PAPE                 ROBERT
                               PAPE                 DIANE
    REGION CODE    ADDRESS   : 34 IVY WAY
        01         CITY      :    PORT WASHIN
                   STATE/ZIP : NY  11050
    MORTGAGE AMOUNT :   400,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    400,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,891.23  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/23
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070327663     MORTGAGORS: Weiss                Michael
                               WEISS                SUSAN
    REGION CODE    ADDRESS   : 54 EAST MALL DRIVE
        01         CITY      :    MELVILLE
                   STATE/ZIP : NY  11747
    MORTGAGE AMOUNT :   380,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    380,510.24  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,630.09  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:   1,736,100.00
                               P & I AMT:     12,013.94
                               UPB AMT:   1,735,248.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          206
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070329115     MORTGAGORS: GOLDWATER            JAMES
                               GOLDWATER            SHANNON
    REGION CODE    ADDRESS   : 7502 BULFINCH COURT
        01         CITY      :    ALEXANDRIA
                   STATE/ZIP : VA  22315
    MORTGAGE AMOUNT :   251,150.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,150.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,628.95  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 75.87613
    ----------------------------------------------------------------
0   0070331178     MORTGAGORS: BORO                 MICHAEL
                               FONTANA              JOHN
    REGION CODE    ADDRESS   : 30 SPRINGWOODS
        01         CITY      :    East Hampton
                   STATE/ZIP : NY  11937
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070331319     MORTGAGORS: GESSECK              LEONARD
                               GESSECK              JANET
    REGION CODE    ADDRESS   : 6500 EAST VIA CORRAL
        01         CITY      :    ANAHEIM
                   STATE/ZIP : CA  92807
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070332408     MORTGAGORS: DANIELS              JOAN
                               DANIELS              GEORGE
    REGION CODE    ADDRESS   : 42 CLAUSS AVENUE
        01         CITY      :    PARAMUS
                   STATE/ZIP : NJ  07652
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,764.77  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,839.40  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070333380     MORTGAGORS: MURTHA               THOMAS
                               MURTHA               JOCELYN
    REGION CODE    ADDRESS   : 150 HURLBUTT STREET
        01         CITY      :    WILTON
                   STATE/ZIP : CT  06897
    MORTGAGE AMOUNT :   406,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    406,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,804.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 67.55408
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,517,150.00
                               P & I AMT:     10,222.11
                               UPB AMT:   1,516,914.77

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          207
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070336375     MORTGAGORS: FAGAN                BARRY
                               FAGAN                REBECCA
    REGION CODE    ADDRESS   : 30 HILLTOP ROAD
        01         CITY      :    Waccabuc
                   STATE/ZIP : NY  10597
    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     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 56.15000
    ----------------------------------------------------------------
0   0070336532     MORTGAGORS: BERNSTEIN            SCOTT
                               BERNSTEIN            LYNN
    REGION CODE    ADDRESS   : 465 WEST END AVE #9C
        01         CITY      :    New York
                   STATE/ZIP : NY  10024
    MORTGAGE AMOUNT :   530,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    529,606.66  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,705.84  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 45.11000
    ----------------------------------------------------------------
0   0070337522     MORTGAGORS: JUDGE                CAROLYN
                               LEAPER               ROBERT
    REGION CODE    ADDRESS   : 34 MAGAZINE STREET
        01         CITY      :    CAMBRIDGE
                   STATE/ZIP : MA  02139
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 45.38182
    ----------------------------------------------------------------
0   0070338116     MORTGAGORS: HASKELL              JOHN
                               HASKELL              MARGUND
    REGION CODE    ADDRESS   : 22489 NORTH BEAR CREEK
        01         CITY      :    MURRIETA
                   STATE/ZIP : CA  92562
    MORTGAGE AMOUNT :   439,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    439,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,994.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 60.97222
    ----------------------------------------------------------------
0   0070340922     MORTGAGORS: VAN GELDERN          ANNE

    REGION CODE    ADDRESS   : 5 COVEWOOD DR.
        01         CITY      :    Norwalk
                   STATE/ZIP : CT  06853
    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     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,926,600.00
                               P & I AMT:     13,233.89
                               UPB AMT:   1,926,206.66

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          208
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070342209     MORTGAGORS: GRAFF                ARNOLD
                               GRAFF                BRENDA
    REGION CODE    ADDRESS   : 349 WEST DAMASCUS DRIVE
        01         CITY      :    ST. GEORGE
                   STATE/ZIP : UT  84790
    MORTGAGE AMOUNT :   374,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    373,700.92  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,519.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 70.56604
    ----------------------------------------------------------------
0   0070342902     MORTGAGORS: WARSHAWSKY           JOHN
                               WARSHAWSKY           SUSAN
    REGION CODE    ADDRESS   : 6101 MASSACHUSETTS AVE
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20816
    MORTGAGE AMOUNT :   294,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    294,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,980.73  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 86.47059
    ----------------------------------------------------------------
0   0070343405     MORTGAGORS: HIMMELBERG           DANIEL
                               HIMMELBERG           CHRISTINE
    REGION CODE    ADDRESS   : 3522 EAST BARON COURT
        01         CITY      :    ORANGE
                   STATE/ZIP : CA  92869
    MORTGAGE AMOUNT :   243,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    243,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,638.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070343579     MORTGAGORS: FRIEND               DAVID
                               FRIEND               WENDY
    REGION CODE    ADDRESS   : 787 CENTRAL AVE
        01         CITY      :    Woodmere
                   STATE/ZIP : NY  11598
    MORTGAGE AMOUNT :   356,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    356,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,368.48  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070344148     MORTGAGORS: CAREY                WAYNE
                               BURCHILL             LINDA
    REGION CODE    ADDRESS   : 629 NORTH FRANKLIN AVENUE
        01         CITY      :    RIVER FORES
                   STATE/ZIP : IL  60305
    MORTGAGE AMOUNT :   278,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    278,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,872.94  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.42857
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,545,200.00
                               P & I AMT:     10,380.34
                               UPB AMT:   1,544,900.92

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          209
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070345012     MORTGAGORS: KNOTT                ANNE
                               HOOPES               DAVID
    REGION CODE    ADDRESS   : 414 KENT ROAD
        01         CITY      :    BALA CYNWYD
                   STATE/ZIP : PA  19004
    MORTGAGE AMOUNT :   308,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    308,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,075.05  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070345210     MORTGAGORS: MAROTTA              ANTHONY
                               MAROTTA              JULIE
    REGION CODE    ADDRESS   : 6512 PEMBA DRIVE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95119
    MORTGAGE AMOUNT :   253,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    253,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,705.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 84.40000
    ----------------------------------------------------------------
0   0070345475     MORTGAGORS: HARADA               SCOTT
                               EVERTS               MEIGAN
    REGION CODE    ADDRESS   : 5742 KINGSFORD TERRACE
        01         CITY      :    IRVINE
                   STATE/ZIP : CA  92715
    MORTGAGE AMOUNT :   532,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    532,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,587.55  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0070347042     MORTGAGORS: SHEPHERD             E
                               SHEPHERD             JUANITA
    REGION CODE    ADDRESS   : 11722 BISHOPS CONTENT
        01         CITY      :    MITCHELLVIL
                   STATE/ZIP : MD  20721
    MORTGAGE AMOUNT :   245,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    245,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,653.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.96743
    ----------------------------------------------------------------
0   0070348388     MORTGAGORS: GIBBONS              KEVIN
                               GIBBONS              LORI
    REGION CODE    ADDRESS   : 8244 ELKO DRIVE
        01         CITY      :    ELLICOTT CI
                   STATE/ZIP : MD  21043
    MORTGAGE AMOUNT :   258,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,893.60  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,738.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 88.39041
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,597,300.00
                               P & I AMT:     10,761.31
                               UPB AMT:   1,597,093.60

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          210
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070348404     MORTGAGORS: COLPOYS              JOHN
                               COLPOYS              PAMELA
    REGION CODE    ADDRESS   : 9955 CAPRIDGE DRIVE
        01         CITY      :    DALLAS
                   STATE/ZIP : TX  75238
    MORTGAGE AMOUNT :   267,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,798.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 89.00000
    ----------------------------------------------------------------
0   0070349014     MORTGAGORS: MACK                 STEPHEN
                               MACK                 LISA
    REGION CODE    ADDRESS   : 14109 FOREST RIDGE DR
        01         CITY      :    NORTH POTOM
                   STATE/ZIP : MD  20878
    MORTGAGE AMOUNT :   277,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    277,577.85  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,871.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.37143
    ----------------------------------------------------------------
0   0070349642     MORTGAGORS: JACKSON              MARTIN
                               JACKSON              SHIRLEY
    REGION CODE    ADDRESS   : 2383 PLEASANT VALLEY ROAD
        01         CITY      :    APTOS
                   STATE/ZIP : CA  95003
    MORTGAGE AMOUNT :   312,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    312,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,129.75  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 45.91176
    ----------------------------------------------------------------
0   0070350103     MORTGAGORS: LILLIAN              DANIEL

    REGION CODE    ADDRESS   : 13730 SAMHILL DRIVE
        01         CITY      :    MOUNT AIRY
                   STATE/ZIP : MD  21771
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    268,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,805.57  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070352596     MORTGAGORS: GOTTESMAN            PETER
                               GOTTESMAN            ILENE
    REGION CODE    ADDRESS   : 6109 LENOX ROAD
        01         CITY      :    BETHESDA
                   STATE/ZIP : MD  20817
    MORTGAGE AMOUNT :   267,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,935.68  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/23
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 50.81594
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,392,800.00
                               P & I AMT:      9,541.42
                               UPB AMT:   1,392,577.85

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          211
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070352877     MORTGAGORS: BRZEZYNSKI           LORA
                               BRZEZYNSKI           JAY
    REGION CODE    ADDRESS   : 12525 WHITE DRIVE
        01         CITY      :    FAIRFAX
                   STATE/ZIP : VA  22030
    MORTGAGE AMOUNT :   279,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,903.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 76.02180
    ----------------------------------------------------------------
0   0070354527     MORTGAGORS: OTTO                 RICHARD
                               OTTO                 PATRICIA
    REGION CODE    ADDRESS   : 18241 JAMAICA PATH
        01         CITY      :    LAKEVILLE
                   STATE/ZIP : MN  55044
    MORTGAGE AMOUNT :   251,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    251,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,697.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 79.99365
    ----------------------------------------------------------------
0   0070354626     MORTGAGORS: BILSBOROUGH          JOSEPH
                               BILSBOROUGH          MARY
    REGION CODE    ADDRESS   : 12618 NORTHEAST 100TH
        01         CITY      :    KIRKLAND
                   STATE/ZIP : WA  98033
    MORTGAGE AMOUNT :   254,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,693.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 78.33846
    ----------------------------------------------------------------
0   0070354725     MORTGAGORS: YELPO                JOSEPH
                               YELPO                BEVERLY
    REGION CODE    ADDRESS   : 19 MILITIA RD
        01         CITY      :    WHITEHOUSE
                   STATE/ZIP : NJ  08889
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 65.35948
    ----------------------------------------------------------------
0   0070355185     MORTGAGORS: CHOW                 GEORGE
                               CHOW                 MARIE
    REGION CODE    ADDRESS   : 5020 VANALDEN AVENUE
        01         CITY      :    LOS ANGELES
                   STATE/ZIP : CA  91356
    MORTGAGE AMOUNT :   359,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    359,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,419.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 75.60000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,394,600.00
                               P & I AMT:      9,397.85
                               UPB AMT:   1,394,600.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          212
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070355250     MORTGAGORS: PRESTON              ANNE
                               CONROY               KATHLEEN
    REGION CODE    ADDRESS   : 1016 2ND AVENUE NORTH
        01         CITY      :    SEATTLE
                   STATE/ZIP : WA  98109
    MORTGAGE AMOUNT :   314,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,117.50  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 78.18408
    ----------------------------------------------------------------
0   0070355482     MORTGAGORS: TWYMAN               ROY
                               TWYMAN               NORMA
    REGION CODE    ADDRESS   : 3355 Byron Drive
        01         CITY      :    Doylestown
                   STATE/ZIP : PA  18901
    MORTGAGE AMOUNT :   355,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    354,701.76  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,332.10  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      6.87500  PRODUCT CODE      :   002
    LTV :                 79.46000
    ----------------------------------------------------------------
0   0070355722     MORTGAGORS: BROWN                DONALD
                               BROWN                DONNA
    REGION CODE    ADDRESS   : 3139 HAWKCREST CIRCLE
        01         CITY      :    SAN JOSE
                   STATE/ZIP : CA  95135
    MORTGAGE AMOUNT :   265,750.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,750.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,790.41  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 41.52344
    ----------------------------------------------------------------
0   0070356712     MORTGAGORS: NICHOLLS             CHRISTOPHER
                               NICHOLLS             YVONNE
    REGION CODE    ADDRESS   : 14 GARDNER STREET
        01         CITY      :    Darien
                   STATE/ZIP : CT  06820
    MORTGAGE AMOUNT :   394,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    393,692.65  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,687.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070357330     MORTGAGORS: THOMPSON             RONALD
                               THOMPSON             SHIRLEY
    REGION CODE    ADDRESS   : 606 SOUTH COOK STREET
        01         CITY      :    BARRINGTON
                   STATE/ZIP : IL  60010
    MORTGAGE AMOUNT :   276,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    276,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,884.17  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 72.68421
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,605,250.00
                               P & I AMT:     10,811.95
                               UPB AMT:   1,604,644.41

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          213
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070358759     MORTGAGORS: JUBELT               STEVEN
                               JUBELT               DEBRA
    REGION CODE    ADDRESS   : 19 RISING RIDGE
        01         CITY      :    UPPER SADDL
                   STATE/ZIP : NJ  07458
    MORTGAGE AMOUNT :   341,550.00  OPTION TO CONVERT :
    UNPAID BALANCE :    341,550.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,158.83  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 64.44340
    ----------------------------------------------------------------
0   0070358882     MORTGAGORS: CURTIS               THOMAS
                               CURTIS               MARY
    REGION CODE    ADDRESS   : 13812 BELLE POINTE DRIVE
        01         CITY      :    LITTLE ROCK
                   STATE/ZIP : AR  72212
    MORTGAGE AMOUNT :   286,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    286,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,952.39  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 71.55000
    ----------------------------------------------------------------
0   0070359203     MORTGAGORS: MERIAM III           HAROLD
                               MERIAM               VIRGINIA
    REGION CODE    ADDRESS   : 3 NASSAU BLVD
        01         CITY      :    GARDEN CITY
                   STATE/ZIP : NY  11530
    MORTGAGE AMOUNT :   462,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    462,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,996.52  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070359674     MORTGAGORS: CLARK                EDWARD
                               CLARK                CARLEEN
    REGION CODE    ADDRESS   : 1367 SOUTH EMBASSY CIRCLE
        01         CITY      :    SALT LAKE C
                   STATE/ZIP : UT  84108
    MORTGAGE AMOUNT :   339,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    339,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,318.04  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 70.79167
    ----------------------------------------------------------------
0   0070360573     MORTGAGORS: SCITES               GAREY
                               SCITES               LORINDA
    REGION CODE    ADDRESS   : 2251 UNIVERSITY DRIVE
        01         CITY      :    NAPERVILLE
                   STATE/ZIP : IL  60565
    MORTGAGE AMOUNT :   265,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    265,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,788.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 87.04918
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,695,050.00
                               P & I AMT:     11,214.50
                               UPB AMT:   1,695,050.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          214
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070361654     MORTGAGORS: POTTER               GREG
                               POTTER               RANDI
    REGION CODE    ADDRESS   : 118 JAMIE COURT
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95032
    MORTGAGE AMOUNT :   282,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    282,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,903.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 47.10000
    ----------------------------------------------------------------
0   0070362108     MORTGAGORS: HEINEN               PETER
                               HEINEN               NEELU
    REGION CODE    ADDRESS   : 14673 78TH AVENUE NORTH
        01         CITY      :    MAPLE GROVE
                   STATE/ZIP : MN  55311
    MORTGAGE AMOUNT :   264,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,745.72  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 :                 61.11111
    ----------------------------------------------------------------
0   0070364757     MORTGAGORS: PITOFSKY             DONALD
                               PITOFSKY             MARY
    REGION CODE    ADDRESS   : 31 BUTLER STREET
        01         CITY      :    GREENWICH
                   STATE/ZIP : CT  06807
    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     :   09/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 45.71429
    ----------------------------------------------------------------
0   0070364989     MORTGAGORS: DOUD                 JAMES
                               DOUD                 CANDACE
    REGION CODE    ADDRESS   : 8925 LAKE WASHINGTON BLVD
        01         CITY      :    BELLEVUE
                   STATE/ZIP : WA  98004
    MORTGAGE AMOUNT :   332,300.00  OPTION TO CONVERT :
    UNPAID BALANCE :    332,300.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,295.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 34.97895
    ----------------------------------------------------------------
0   0070365945     MORTGAGORS: VERBITSKY            VLADIMIR
                               VERBITSKY            ELENA
    REGION CODE    ADDRESS   : 11 SKY VIEW CIRCLE
        01         CITY      :    Newton
                   STATE/ZIP : MA  02159
    MORTGAGE AMOUNT :   350,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    350,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,507.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.75000  PRODUCT CODE      :   002
    LTV :                 58.63000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,548,900.00
                               P & I AMT:     10,663.33
                               UPB AMT:   1,540,389.82

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          215
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070366026     MORTGAGORS: SCHILOWITZ           HARVEY
                               SCHILOWITZ           LINDA
    REGION CODE    ADDRESS   : 5 RIVERSIDE DRIVE #4C
        01         CITY      :    New York
                   STATE/ZIP : NY  10023
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 41.67000
    ----------------------------------------------------------------
0   0070366091     MORTGAGORS: YELLEN               CHARLES
                               YELLEN               JODI
    REGION CODE    ADDRESS   : 239 EAST 79TH ST # 9P
        01         CITY      :    New York
                   STATE/ZIP : NY  10021
    MORTGAGE AMOUNT :   247,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    247,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,709.42  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0070367297     MORTGAGORS: MEARS                MICHAEL
                               MEARS                CLAUDINE
    REGION CODE    ADDRESS   : 44 BAY EDGE COURT
        01         CITY      :    FAIRFIELD
                   STATE/ZIP : CT  06430
    MORTGAGE AMOUNT :   289,600.00  OPTION TO CONVERT :
    UNPAID BALANCE :    289,600.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,926.72  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 76.81698
    ----------------------------------------------------------------
0   0070367578     MORTGAGORS: SIEMERS              KENNETH
                               SIEMERS              KATHLEEN
    REGION CODE    ADDRESS   : 735 GRAPE AVENUE
        01         CITY      :    SUNNYVALE
                   STATE/ZIP : CA  94087
    MORTGAGE AMOUNT :   285,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,896.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 67.05882
    ----------------------------------------------------------------
0   0070367644     MORTGAGORS: TAPPER               MICHAEL
                               TAPPER               BONNIE
    REGION CODE    ADDRESS   : 8029 LISMORE CIRCLE
        01         CITY      :    EDEN PRAIRI
                   STATE/ZIP : MN  55347
    MORTGAGE AMOUNT :   241,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    241,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,667.98  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 89.44444
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,313,600.00
                               P & I AMT:      8,926.92
                               UPB AMT:   1,313,600.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          216
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070374772     MORTGAGORS: BLACKWELL            MICHAEL

    REGION CODE    ADDRESS   : 130 WICKSFORD GLEN
        01         CITY      :    DUNWOODY
                   STATE/ZIP : GA  30350
    MORTGAGE AMOUNT :   291,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,944.30  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,990.59  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.94521
    ----------------------------------------------------------------
0   0070374954     MORTGAGORS: MILLIREN             GUY
                               MILLIREN             SALLY
    REGION CODE    ADDRESS   : 1991 FAGERNESS POINT ROAD
        01         CITY      :    ORONO
                   STATE/ZIP : MN  55391
    MORTGAGE AMOUNT :   498,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    498,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,443.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.12698
    ----------------------------------------------------------------
0   0070376025     MORTGAGORS: SCHWARTZ             PHYLLIS
                               LEAVESSEUR           PAUL
    REGION CODE    ADDRESS   : 616 15TH STREET
        01         CITY      :    Wilmette
                   STATE/ZIP : IL  60091
    MORTGAGE AMOUNT :   306,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,660.59  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,093.60  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 52.46000
    ----------------------------------------------------------------
0   0070376140     MORTGAGORS: LETTE                DANIEL
                               LETTE                REBECCA
    REGION CODE    ADDRESS   : 8940 WATERFOWL FLYWAY
        01         CITY      :    CHESTERFIEL
                   STATE/ZIP : VA  23838
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 75.00000
    ----------------------------------------------------------------
0   0070377700     MORTGAGORS: POLHAMUS             RICK
                               POLHAMUS             RENEE
    REGION CODE    ADDRESS   : 19802 SEA CANYON CR.
        01         CITY      :    Huntington Beach
                   STATE/ZIP : CA  92648
    MORTGAGE AMOUNT :   440,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    440,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,927.33  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.00000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.00000  PRODUCT CODE      :   002
    LTV :                 73.33000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,837,200.00
                               P & I AMT:     12,526.57
                               UPB AMT:   1,836,104.89

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          217
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070381371     MORTGAGORS: LAW                  NEAL
                               LAW                  ROBERTA
    REGION CODE    ADDRESS   : 6324 SOFT THUNDER TRAIL
        01         CITY      :    Columbia
                   STATE/ZIP : MD  21045
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    279,825.97  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,128.20  OUTSIDE CONV DATE :
    LIFETIME RATE   :      8.37500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      8.37500  PRODUCT CODE      :   002
    LTV :                 89.74000
    ----------------------------------------------------------------
0   0070382213     MORTGAGORS: GARCIA               GLEN
                               GARCIA               SUSAN
    REGION CODE    ADDRESS   : 36029 TURPIN WAY
        01         CITY      :    FREMONT
                   STATE/ZIP : CA  94526
    MORTGAGE AMOUNT :   285,100.00  OPTION TO CONVERT :
    UNPAID BALANCE :    285,100.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,969.11  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 79.41504
    ----------------------------------------------------------------
0   0070386255     MORTGAGORS: PETERS               STEVEN
                               PETERS               AMY
    REGION CODE    ADDRESS   : 4518 CHICOPEE TRAIL
        01         CITY      :    DURHAM
                   STATE/ZIP : NC  27707
    MORTGAGE AMOUNT :   244,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    244,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,690.77  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070386552     MORTGAGORS: BIELAMOWICZ          MICHAEL
                               BIELAMOWICZ          ANDREA
    REGION CODE    ADDRESS   : 10851 BARMAN AVENUE
        01         CITY      :    CULVER CITY
                   STATE/ZIP : CA  90230
    MORTGAGE AMOUNT :   257,900.00  OPTION TO CONVERT :
    UNPAID BALANCE :    257,900.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,781.25  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 78.38906
    ----------------------------------------------------------------
0   0070389887     MORTGAGORS: MYERS                ROBERT

    REGION CODE    ADDRESS   : 50 PUU ANOANO STREET NO.1404
        01         CITY      :    Lahaina
                   STATE/ZIP : HI  96761
    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     :   09/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,471,800.00
                               P & I AMT:     10,394.16
                               UPB AMT:   1,471,326.14

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          218
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070390307     MORTGAGORS: HATCH                JONATHAN
                               LEE                  MING
    REGION CODE    ADDRESS   : 250 W 89TH ST #PH1C
        01         CITY      :    New York
                   STATE/ZIP : NY  10024
    MORTGAGE AMOUNT :   399,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    399,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,791.26  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070390695     MORTGAGORS: FREY                 MICHAEL
                               FREY                 LORRAINE
    REGION CODE    ADDRESS   : 57 VALLECITO LANE
        01         CITY      :    WALNUT CREE
                   STATE/ZIP : CA  94596
    MORTGAGE AMOUNT :   317,700.00  OPTION TO CONVERT :
    UNPAID BALANCE :    317,700.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,194.27  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 52.08197
    ----------------------------------------------------------------
0   0070391016     MORTGAGORS: CATALANO             ANTHONY

    REGION CODE    ADDRESS   : 11512 DUQUE DRIVE
        01         CITY      :    STUDIO CITY
                   STATE/ZIP : CA  91604
    MORTGAGE AMOUNT :   365,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    365,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,667.71  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/23
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 58.40000
    ----------------------------------------------------------------
0   0070392725     MORTGAGORS: CHERNEY              JERRY
                               CHERNEY              LYNN
    REGION CODE    ADDRESS   : 2750 PORTER COURT
        01         CITY      :    GLENVIEW
                   STATE/ZIP : IL  60025
    MORTGAGE AMOUNT :   375,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    375,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,558.16  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.18182
    ----------------------------------------------------------------
0   0070393004     MORTGAGORS: PHILLIPS             JOHN

    REGION CODE    ADDRESS   : 1421 Rosalie Dr.
        01         CITY      :    Santa Clara
                   STATE/ZIP : CA  95050
    MORTGAGE AMOUNT :   306,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    306,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,987.30  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.75000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.75000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,763,300.00
                               P & I AMT:     12,198.70
                               UPB AMT:   1,763,300.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          219
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070394267     MORTGAGORS: BURMEISTER           PAUL
                               BURMEISTER           GAIL
    REGION CODE    ADDRESS   : 52 MACMILLAN DRIVE
        01         CITY      :    Concord
                   STATE/ZIP : MA  01742
    MORTGAGE AMOUNT :   620,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    620,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,229.49  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 53.91000
    ----------------------------------------------------------------
0   0070400395     MORTGAGORS: JONES                CHERYL

    REGION CODE    ADDRESS   : 3444 HIDDEN RIVER VIEW RD
        01         CITY      :    Annapolis
                   STATE/ZIP : MD  21403
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 41.38000
    ----------------------------------------------------------------
0   0070401245     MORTGAGORS: GOLDBERG             LESLIE
                               GOLDBERG             PATRICIA
    REGION CODE    ADDRESS   : 4462 WOODFIELD BLVD
        01         CITY      :    Boca Raton
                   STATE/ZIP : FL  33434
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 52.63000
    ----------------------------------------------------------------
0   0070405055     MORTGAGORS: CARTER               GARRY
                               CARTER               SANDRA
    REGION CODE    ADDRESS   : 3083 CRESTA BLANCA DR.
        01         CITY      :    Pleasanton
                   STATE/ZIP : CA  94566
    MORTGAGE AMOUNT :   500,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    500,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,453.38  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 77.52000
    ----------------------------------------------------------------
0   0070405576     MORTGAGORS: COLKY                MICHAEL
                               COLKY                DEBORAH
    REGION CODE    ADDRESS   : 1943 WEST WABANSIA AVENUE
        01         CITY      :    CHICAGO
                   STATE/ZIP : IL  60622
    MORTGAGE AMOUNT :   374,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    374,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,551.34  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 65.61404
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   2,094,000.00
                               P & I AMT:     14,327.40
                               UPB AMT:   2,094,000.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          220
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070407549     MORTGAGORS: HARTMANN             BERND
                               HARTMANN             DOROTHEA
    REGION CODE    ADDRESS   : 4261 CHESLON LANE
        01         CITY      :    WOODBRIDGE
                   STATE/ZIP : VA  22192
    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     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 69.44444
    ----------------------------------------------------------------
0   0070408711     MORTGAGORS: STEVENS              THOMAS

    REGION CODE    ADDRESS   : 299 MILLER STREET
        01         CITY      :    Middleboro
                   STATE/ZIP : MA  02346
    MORTGAGE AMOUNT :   268,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    267,815.56  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,943.19  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.87500  MATURITY DATE     :   09/01/28
    CURRENT INT RATE:      7.87500  PRODUCT CODE      :   002
    LTV :                 67.00000
    ----------------------------------------------------------------
0   0070411616     MORTGAGORS: YOUNKER              RODNEY

    REGION CODE    ADDRESS   : 6541 16TH AVE N.W
        01         CITY      :    Seattle
                   STATE/ZIP : WA  98109
    MORTGAGE AMOUNT :   254,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    254,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,757.08  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070411970     MORTGAGORS: EMORY                STEPHEN
                               EMORY                CHERYL
    REGION CODE    ADDRESS   : 20295 S.W. HILLSBORO HWY.
        01         CITY      :    Newberg
                   STATE/ZIP : OR  97132
    MORTGAGE AMOUNT :   290,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    290,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,953.78  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.36000
    ----------------------------------------------------------------
0   0070413018     MORTGAGORS: HAMBRICK             LISA

    REGION CODE    ADDRESS   : 1639 Tupolo Drive
        01         CITY      :    San Jose
                   STATE/ZIP : CA  95124
    MORTGAGE AMOUNT :   314,250.00  OPTION TO CONVERT :
    UNPAID BALANCE :    314,250.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,143.74  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 79.99000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,376,650.00
                               P & I AMT:      9,524.48
                               UPB AMT:   1,376,465.56

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          221
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070414644     MORTGAGORS: GOLDBERG             STEVEN
                               GOLDBERG             RHONDA
    REGION CODE    ADDRESS   : 19617 110 TH PLACE NE
        01         CITY      :    Bothell
                   STATE/ZIP : WA  98011
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070415070     MORTGAGORS: DAVIS                BRUCE

    REGION CODE    ADDRESS   : 429 BELKNAP ROAD
        01         CITY      :    Framingham
                   STATE/ZIP : MA  01701
    MORTGAGE AMOUNT :   492,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    492,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,440.14  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 48.25000
    ----------------------------------------------------------------
0   0070415781     MORTGAGORS: KISH                 STEPHANIE
                               MANN                 KIMBERLEY
    REGION CODE    ADDRESS   : 1228 FORT STOCKTON DRIVE
        01         CITY      :    SAN DIEGO
                   STATE/ZIP : CA  92103
    MORTGAGE AMOUNT :   291,400.00  OPTION TO CONVERT :
    UNPAID BALANCE :    291,400.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,987.86  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 68.56471
    ----------------------------------------------------------------
0   0070417449     MORTGAGORS: LU                   PO
                               WANG                 YU
    REGION CODE    ADDRESS   : 1903 BLACKFOOT DRIVE
        01         CITY      :    Fremont
                   STATE/ZIP : CA  94539
    MORTGAGE AMOUNT :   252,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    252,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,762.02  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 35.49000
    ----------------------------------------------------------------
0   0070417498     MORTGAGORS: McAREE               PATRICK
                               McAREE               HARDAGE
    REGION CODE    ADDRESS   : 17841 TARZANA STREET
        01         CITY      :    Encino
                   STATE/ZIP : CA  91316
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 73.68000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,575,400.00
                               P & I AMT:     10,851.78
                               UPB AMT:   1,575,400.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          222
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070417506     MORTGAGORS: KIRK                 KAREN
                               KIRK                 KENNETH
    REGION CODE    ADDRESS   : 4790 LAGE DRIVE
        01         CITY      :    San Jose
                   STATE/ZIP : CA  95130
    MORTGAGE AMOUNT :   255,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    255,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,804.87  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 63.75000
    ----------------------------------------------------------------
0   0070418207     MORTGAGORS: WINTHROP             MARC
                               WINTHROP             ANN
    REGION CODE    ADDRESS   : 3016 CLIFF DRIVE
        01         CITY      :    Newport Beach
                   STATE/ZIP : CA  92663
    MORTGAGE AMOUNT :   635,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    635,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     4,440.01  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 54.04000
    ----------------------------------------------------------------
0   0070418801     MORTGAGORS: PARRILLI             ROBERT
                               PARRILLI             KATHLEEN
    REGION CODE    ADDRESS   : 714 FRANKLIN AVENUE
        01         CITY      :    River Forest
                   STATE/ZIP : IL  60305
    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     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 73.28000
    ----------------------------------------------------------------
0   0070419288     MORTGAGORS: MCGONIAGLE           MARK
                               MCGONIAGLE           JEANNE
    REGION CODE    ADDRESS   : 1050 FOREST STREET
        01         CITY      :    North Andover
                   STATE/ZIP : MA  01845
    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     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 83.12000
    ----------------------------------------------------------------
0   0070423801     MORTGAGORS: GORDON               PAMELA

    REGION CODE    ADDRESS   : 6739 POSITANO LANE
        01         CITY      :    San Jose
                   STATE/ZIP : CA  95138
    MORTGAGE AMOUNT :   313,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    313,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,218.93  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 76.46000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,939,500.00
                               P & I AMT:     13,487.65
                               UPB AMT:   1,939,500.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          223
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070425012     MORTGAGORS: BOOTH                RONALD
                               BOOTH                SANDRA
    REGION CODE    ADDRESS   : 4562 CASA ORO DRIVE
        01         CITY      :    YORBA LINDA
                   STATE/ZIP : CA  92686
    MORTGAGE AMOUNT :   280,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    280,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,769.79  OUTSIDE CONV DATE :
    LIFETIME RATE   :      6.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      6.50000  PRODUCT CODE      :   002
    LTV :                 76.71233
    ----------------------------------------------------------------
0   0070425251     MORTGAGORS: MICHAEL              MARTIN

    REGION CODE    ADDRESS   : 216 GREGG DRIVE
        01         CITY      :    LOS GATOS
                   STATE/ZIP : CA  95032
    MORTGAGE AMOUNT :   263,500.00  OPTION TO CONVERT :
    UNPAID BALANCE :    263,500.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,797.53  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 58.55556
    ----------------------------------------------------------------
0   0070425533     MORTGAGORS: WILSON               VINCENT

    REGION CODE    ADDRESS   : 1711 GOLD MINE RD
        01         CITY      :    Brookeville
                   STATE/ZIP : MD  20833
    MORTGAGE AMOUNT :   560,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    560,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,963.64  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.62500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.62500  PRODUCT CODE      :   002
    LTV :                 58.95000
    ----------------------------------------------------------------
0   0070428461     MORTGAGORS: BABBUSH              ROBERT
                               BABBUSH              RENEE
    REGION CODE    ADDRESS   : 10272 RUE ST. JACQUES
        01         CITY      :    San Diego
                   STATE/ZIP : CA  92131
    MORTGAGE AMOUNT :   287,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,987.76  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.37500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.37500  PRODUCT CODE      :   002
    LTV :                 57.56000
    ----------------------------------------------------------------
0   0070430301     MORTGAGORS: ROOF                 RICHARD

    REGION CODE    ADDRESS   : 22344 SIESTA KEY DRIVE
        01         CITY      :    Boca Raton
                   STATE/ZIP : FL  33428
    MORTGAGE AMOUNT :   250,800.00  OPTION TO CONVERT :
    UNPAID BALANCE :    250,800.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,753.63  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.50000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.50000  PRODUCT CODE      :   002
    LTV :                 95.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,642,100.00
                               P & I AMT:     11,272.35
                               UPB AMT:   1,642,100.00

<PAGE>

1
    GE CAPITAL MORTGAGE SERVICES, INC.                     EXHIBIT C
    ISSUE DATE: 10/01/98
    P.O. BOX 5260              TMS AG0004981930  01 02
                                PAGE:          224
    CHERRY HILL, N.J. 08034

    (800) 257-7818

0   ----------------------------------------------------------------
0   0070443528     MORTGAGORS: DEMGEN               GREGORY
                               NOVARA DEMGEN        TONYA
    REGION CODE    ADDRESS   : 1373 SPARROW ROAD
        01         CITY      :    Carlsbad
                   STATE/ZIP : CA  92009
    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     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 64.44000
    ----------------------------------------------------------------
0   0070445408     MORTGAGORS: PERCIA               JOSEPH

    REGION CODE    ADDRESS   : 9095 CREST HILL COURT
        01         CITY      :    Gilroy
                   STATE/ZIP : CA  95020
    MORTGAGE AMOUNT :   287,200.00  OPTION TO CONVERT :
    UNPAID BALANCE :    287,200.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     1,959.21  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
0   0070446562     MORTGAGORS: HOFFMAN              STEPHEN
                               HOFFMAN              SALLY
    REGION CODE    ADDRESS   : 10639 CRAWFORD COUNTY RD.
        01         CITY      :    Santa Ana
                   STATE/ZIP : CA  92705
    MORTGAGE AMOUNT :   326,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    326,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,196.32  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 74.94000
    ----------------------------------------------------------------
0   0070457254     MORTGAGORS: FESTER,JR.           AUGUST
                               JACOBSEN-FESTER      LINDA
    REGION CODE    ADDRESS   : 2869 VIA DE LA GUERRA
        01         CITY      :    Palos Verdes Estates
                   STATE/ZIP : CA  90274
    MORTGAGE AMOUNT :   351,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    351,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     2,394.44  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.25000  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.25000  PRODUCT CODE      :   002
    LTV :                 67.63000
    ----------------------------------------------------------------
0   0070459722     MORTGAGORS: BAMBER               DAVID

    REGION CODE    ADDRESS   : 8895 APPIAN WAY
        01         CITY      :    Los Angeles
                   STATE/ZIP : CA  90046
    MORTGAGE AMOUNT :   492,000.00  OPTION TO CONVERT :
    UNPAID BALANCE :    492,000.00  ANNUAL RATE ADJUST:
    MONTHLY P&I     :     3,314.70  OUTSIDE CONV DATE :
    LIFETIME RATE   :      7.12500  MATURITY DATE     :   10/01/28
    CURRENT INT RATE:      7.12500  PRODUCT CODE      :   002
    LTV :                 80.00000
    ----------------------------------------------------------------
- -   **** PAGE TOTALS *****     NUM OF LOANS:    5
                               LOAN AMT:   1,746,200.00
                               P & I AMT:     11,842.98
                               UPB AMT:   1,746,200.00
0                   TOTAL      NUM OF LOANS: 1120
                               LOAN AMT: 376,792,113.00
                               P & I AMT:  2,580,289.31
                               UPB AMT: 376,451,913.06


<PAGE>


                      EXHIBIT C - SUPPLEMENT

                  SCHEDULE OF COOPERATIVE LOANS

                          SERIES 1998-19


       LOAN NO.             CUT-OFF DATE            BORROWER
                         PRINCIPAL BALANCE            NAME

       70277611             $250,000.00             Goldstein
       70302252             $355,000.00              Laskey
       70336532             $529,606.66             Bernstein
       70366026             $250,000.00            Schilowitz
       70366091             $247,500.00              Yellen
       70390307             $399,200.00               Hatch



<PAGE>



                             EXHIBIT D

                  FORM OF SERVICER'S CERTIFICATE
                     ________________,  ______
                         (month)        (year)

                GE CAPITAL MORTGAGE SERVICES, INC.
           REMIC Multi-Class Pass-Through Certificates,
                          Series 1998-19


           Pursuant to the Pooling and Servicing Agreement dated
as of October 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 A12    $__________     $__________    ____%
                Class M      $__________     $__________    ____%
                Class B1     $__________     $__________    ____%
                Class B2     $__________     $__________    ____%
                Class B3     $__________     $__________    ____%
                Class B4     $__________     $__________    ____%
                Class B5     $__________     $__________    ____%
                Class R      $__________     $__________    ____%

           (15) Accrual Amount:

                Class A9     $__________

           (16) 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 A12    $__________
                Class PO     $__________
                Class M      $__________
                Class B1     $__________


                               D-3
<PAGE>


                Class B2     $__________
                Class B3     $__________
                Class B4     $__________
                Class B5     $__________
                Class R      $__________


           (17) Additional distributions to the Class R
                Certificates pursuant to Section 4.01(b):

                Class R      $__________

           (18) 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 A12    $_________
                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:             _____________%


                               D-4
<PAGE>


            3.  Junior Percentage for such
                Distribution Date:                  _____________%

            4.  Junior Prepayment Percentage
                for such Distribution Date:         _____________%

            5.  Group II Senior Percentage
                for such Distribution Date:         _____________%

            6.  Group II Senior Scheduled
                Distribution Percentage for
                such Distribution Date:             _____________%

            7.  Group II Senior Prepayment
                Distribution Percentage for
                such Distribution Date:             _____________%

            8.  Subordinate Certificate Writedown
                Amount for such Distribution Date: $_____________

            9.  Prepayment Distribution Triggers satisfied:

                                             Yes       No

                Class B1                    _____     _____
                Class B2                    _____     _____
                Class B3                    _____     _____
                Class B4                    _____     _____
                Class B5                    _____     _____

           10.  Base Servicing Fee:                  $___________

           11.  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 October 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 1998-19.

      4. That the Purchaser is not, and on __________ [insert
date of transfer of Residual Certificate to Purchaser] will not
be, and is not and on such date will not be investing the assets
of, an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or a plan
subject to Code Section 4975 or a person or entity that is using
the assets of any employee benefit plan or other plan to acquire
a Residual Certificate.

      5. That the Purchaser hereby acknowledges that under the
terms of the Pooling and Servicing Agreement (the "Agreement")
between State Street Bank and Trust Company, as


<PAGE>


Trustee, and GE Capital Mortgage Services, Inc., dated as of
October 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
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.


                               F-2
<PAGE>


      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 1998-19

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 1998-19

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 October 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 1998-19

           Pursuant to the Pooling and Servicing Agreement dated
as of October 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 A12               $__________
                     Class PO                $__________
                     Class M                 $__________
                     Class B1                $__________
                     Class B2                $__________
                     Class B3                $__________
                     Class B4                $__________
                     Class B5                $__________
                     Class R                 $__________


<PAGE>


           (2)  Aggregate principal prepayments included in
                distribution:

                     Class A1                $__________
                     Class A2                $__________
                     Class A3                $__________
                     Class A4                $__________
                     Class A5                $__________
                     Class A6                $__________
                     Class A7                $__________
                     Class A8                $__________
                     Class A9                $__________
                     Class A10               $__________
                     Class A11               $__________
                     Class A12               $__________
                     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 A12 $__________     ____%
                     Class M   $__________     ____%
                     Class B1  $__________     ____%
                     Class B2  $__________     ____%
                     Class B3  $__________     ____%
                     Class B4  $__________     ____%
                     Class B5  $__________     ____%
                     Class R   $__________     ____%


                               J-2
<PAGE>


           (4)  Accrual Amount:

                     Class A9  $__________

           (5)  Amount of distribution allocable to Unanticipated
                Recoveries:

                     Class A1  $__________     ____%
                     Class A2  $__________     ____%
                     Class A3  $__________     ____%
                     Class A4  $__________     ____%
                     Class A5  $__________     ____%
                     Class A6  $__________     ____%
                     Class A7  $__________     ____%
                     Class A8  $__________     ____%
                     Class A9  $__________     ____%
                     Class A10 $__________     ____%
                     Class A11 $__________     ____%
                     Class A12 $__________     ____%
                     Class PO  $__________     ____%
                     Class M   $__________     ____%
                     Class B1  $__________     ____%
                     Class B2  $__________     ____%
                     Class B3  $__________     ____%
                     Class B4  $__________     ____%
                     Class B5  $__________     ____%
                     Class R   $__________     ____%

           (6)  Servicing Compensation:               $__________

           The amounts below are for the aggregate of all
Certificates:

           (7)  Pool Scheduled Principal
                Balance; number of
                Mortgage Loans:         $__________    __________

           (8)  Class Certificate Principal Balance
                (or Notional Principal Balance) of
                each Class; Certificate Principal
                Balance (or Notional Principal
                Balance) of Single Certificate of
                each Class:


                               J-3
<PAGE>


                                                 Single
                                               Certificate
                Class                Balance     Balance
                -----                -------   -----------

                Class A1           $__________ $__________
                Class A2           $__________ $__________
                Class A3           $__________ $__________
                Class A4           $__________ $__________
                Class A5           $__________ $__________
                Class A6           $__________ $__________
                Class A7           $__________ $__________
                Class A8           $__________ $__________
                Class A9           $__________ $__________
                Class A10          $__________ $__________
                Class A11          $__________ $__________
                Class A12          $__________ $__________
                Class PO           $__________ $__________
                Class M            $__________ $__________
                Class B1           $__________ $__________
                Class B2           $__________ $__________
                Class B3           $__________ $__________
                Class B4           $__________ $__________
                Class B5           $__________ $__________
                Class R            $__________ $__________

           (9)  Book value of real estate
                acquired on behalf of
                Certificate-holders; number
                of related Mortgage
                Loans:                  $__________    __________

           (10) Aggregate Scheduled
                Principal Balance and number
                of delinquent Mortgage Loans:

           30-59 days delinquent         $__________   __________
           60-89 days delinquent         $__________   __________
           90 or more days delinquent    $__________   __________
           In foreclosure                $__________   __________

           (11) Aggregate Scheduled
                Principal Balance and
                number of replaced Mortgage
                Loans:                   $__________   __________


                               J-4
<PAGE>


           (12) Aggregate Scheduled
                Principal Balance and
                number of modified Mortgage
                Loans:                   $__________   __________

           (13) Senior Percentage for
                such Distribution Date:               __________%

           (14) Senior Prepayment Percentage
                for such Distribution Date:           __________%

           (15) Group II Senior Percentage
                for such Distribution Date:           __________%

           (16) Group II Senior Scheduled
                Distribution Percentage for
                such Distribution Date:               __________%

           (17) Group II Senior Prepayment
                Distribution Percentage for
                such Distribution Date:               __________%

           (18) Junior Percentage for such
                Distribution Date:                    __________%

           (19) Junior Prepayment Percentage
                for such Distribution Date:           __________%

           Capitalized terms used in this Statement shall have
the same meanings as in the Agreement.


                               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


                               K-4
<PAGE>


be confidential in nature and (ii) be obtainable by the Company
from existing reports, certificates or statements or otherwise be
readily accessible to its servicing personnel. The Purchaser
agrees that it has no right to deal with the mortgagor. However,
if the Company's normal foreclosure policies include acceptance
of a deed-in-lieu of foreclosure or short payoff, the Purchaser
will be notified and given two Business Days to respond.

      (c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the
Purchaser shall obtain a Current Appraisal as soon as
practicable, and shall provide the Company with a copy of such
Current Appraisal.

      (d) Within two Business Days of making any Election to
Delay Foreclosure, the Purchaser shall remit by wire transfer to
the Trustee, for deposit in the Collateral Fund, an amount, as
calculated by the Company, equal to the sum of (i) 125% of the
greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet
been obtained, the Company's estimate thereof, in which case the
required deposit under this subsection shall be adjusted upon
obtaining such Current Appraisal), and (ii) three months'
interest on the Mortgage Loan at the applicable Mortgage Rate. If
any Election to Delay Foreclosure extends for a period in excess
of three months (such excess period being referred to herein as
the "Excess Period"), the Purchaser shall remit by wire transfer
in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the
Company, equal to interest on the Mortgage Loan 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


                               K-5
<PAGE>


deposits pursuant to this subsection and after reimbursement to
the Servicer for all related Monthly Advances) shall be released
to the Purchaser.

      (f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
shall continue to service the Mortgage Loan in accordance with
its customary procedures (other than the delay in Commencement of
Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes
that it is appropriate to do so, the Company shall proceed with
the Commencement of Foreclosure; provided that, in any event, if
the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's
election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and
in any event not later than the third Business Day after) the end
of such 6-month period in the manner provided in the following
two sentences, and the Company shall be entitled to proceed with
the Commencement of Foreclosure. Any purchase of such Mortgage
Loan by the Purchaser pursuant to the preceding sentence shall be
at a purchase price equal to the unpaid principal balance of the
Mortgage Loan plus accrued interest at the Mortgage Rate from the
date last paid by the mortgagor. Such purchase price shall be
deposited by the Purchaser into the Collateral Fund in
immediately available funds on the Business Day which is the date
of purchase and the Purchaser shall instruct the Trustee (with
notice to the Company) to withdraw such amount therefrom on such
Business Day and remit the same to the Trust Fund for application
as Liquidation Proceeds pursuant to the Pooling and Servicing
Agreement. Following such withdrawal, all amounts remaining in
the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all previous withdrawals and deposits pursuant to
this Agreement and after reimbursement to the Servicer for all
related Monthly Advances) shall be released to the Purchaser.

      (g) Upon the occurrence of a liquidation with respect to
any Mortgage Loan as to which the Purchaser made an Election to
Delay Foreclosure and as to which the Company proceeded with the
Commencement of Foreclosure in accordance with subsection (f)
above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under
subsection (c) exceeds the actual sales price obtained for the
related Mortgaged Property (net of Liquidation Expenses and
unreimbursed Monthly Advances related to the extended foreclosure
period), and the Company or the Trustee shall withdraw the amount
of such excess from the Collateral Fund and shall remit the same
to the Trust Fund for application as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral
Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after
reimbursement to the Servicer for all related Monthly Advances)
shall be released to the Purchaser.

      Section 2.03. Purchaser's Election to Commence Foreclosure
Proceedings.

      (a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to
instruct the Company to proceed with the


                               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



                               None


<PAGE>


                             EXHIBIT N

                     SCHEDULE OF PLEDGED ASSET
                          MORTGAGE LOANS



                               None


<PAGE>


                             EXHIBIT O

                    SENIOR PRINCIPAL PRIORITIES


           third, to the Classes of 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 A1, Class A2, Class A3, Class
           A4, Class A5, Class A6, Class A7, Class A8, Class A9,
           Class A10, Class A11, Class A12 and Class R
           Certificates, the Senior Optimal Principal Amount for
           such Distribution Date, in the following order of
           priority:

                     (i) to the Class A12 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; and

                     (ii) to the Class A1, Class A2, Class A3,
                Class A4, Class A5, Class A6, Class A7, Class A8,
                Class A9, Class A10, Class A11 and Class R
                Certificates (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 (such reduced amount, the
                "Group I Senior Principal Distribution Amount"),
                in the following order of priority:

                          (A) to the Class R Certificates, until
                     the Class Certificate Principal Balance
                     thereof has been reduced to zero;

                          (B) concurrently, to the Class A1 and
                     Class A2 Certificates, approximately
                     50.3263795757% and 49.6736204243%,
                     respectively, of the remaining Group I
                     Senior Principal Distribution Amount, until
                     the Class Certificate Principal Balance of
                     the Class A1 Certificates has been reduced
                     to zero;

                          (C) to the Class A2, Class A3, Class
                     A4, Class A5, Class A7, Class A8 and Class
                     A9 Certificates, concurrently as follows:

                               (I) to the Class A2, Class A3,
                          Class A4, and Class A5 Certificates,
                          approximately 83.8347772984% of the
                          Group I Senior Principal Distribution
                          Amount remaining after distributions
                          under clauses (ii)(A) and (ii)(B)
                          above, for such Distribution Date, in
                          the following order of
                          priority:

                                    (1) concurrently, to the
                               Class A2, Class A3 and Class A4
                               Certificates, approximately
                               59.2518069768%, 35.9276331009% and
                               4.8205599223% respectively, of the
                               amount available pursuant to
                               clause (I) above, until the


<PAGE>


                               Class Certificate Principal
                               Balance of the Class A4
                               Certificates has been reduced to
                               zero; and

                                    (2) pro rata, to the Class
                               A2, Class A3 and Class A5
                               Certificates, until the Class C
                               Certificate Principal Balances
                               therefore have each been reduced
                               to zero; and

                               (II) to the Class A7, Class A8 and
                          Class A9 Certificates, approximately
                          16.1652227016% of the Group I Senior
                          Principal Distribution Amount remaining
                          after distributions under clauses
                          (ii)(A) and (ii)(B) above, for such
                          Distribution Date, in the following
                          order of priority:

                                    (1) to the Class A7
                               Certificates, until the Class
                               Certificate Principal Balance
                               thereof has been reduced to zero;

                                    (2) to the Class A8
                               Certificates, until the Class
                               Certificate Principal Balance
                               thereof has been reduced to zero;
                               and

                                    (3) to the Class A9
                               Certificates, until the Class
                               Certificate Principal Balance
                               thereof has been reduced to zero;
                               and

                          (D) pro rata, to the Class A6, Class
                     A10 and Class A11 Certificates, until the
                     Class Certificate Principal Balances thereof
                     have each been reduced to zero; and

                (b) 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;


                               2




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