GE CAPITAL MORTGAGE SERVICES INC
8-K, 1998-07-10
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) June 27, 1998


                    GE CAPITAL MORTGAGE SERVICES, INC.
              (as Seller and Servicer under the Pooling and
              Servicing Agreement, dated as of June 1, 1998,
              providing for the issuance of Home Equity Loan
               Pass-Through Certificates, Series 1998-HE2)


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


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




                          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 June 26, 1998 GE Capital Mortgage Services, Inc., ("GECMSI")
offered to investors certain classes of its Home Equity Loan
Pass-Through Certificates, Series 1998-HE2 (the "Certificates")
evidencing beneficial ownership interests in a trust fund (the
"Trust Fund"). The assets of the Trust Fund consist primarily of
a pool (the "Mortgage Pool") of closed-end, fixed-rate, home
equity loans (the "Mortgage Loans") secured by first or second
liens on one- to four-family residential properties (the
"Mortgaged Properties"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the
Prospectus dated May 26, 1998 as supplemented by the Prospectus
Supplement dated June 23, 1998.

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


                 Class A1                         $59,500,000.00
                 Class A2                         $21,500,000.00
                 Class A3                         $27,600,000.00
                 Class A4                         $13,400,000.00
                 Class A5                         $15,100,000.00
                 Class A6                         $23,478,000.00
                 Class A7                         $17,800,000.00
                 Class R1                                $500.00
                 Class R2                                $500.00
                 Class M                           $4,861,000.00
                 Class B1                          $4,375,000.00
                 Class B2                          $1,945,000.00
                 Class B3                          $1,945,000.00
                 Class B4                          $1,459,000.00
                 Class B5                          $1,459,719.67
                 Class S (1)
                                                -----------------
                                          Total  $194,423,719.67
                                                -----------------


(1) The Class S has an original Notional Principal Balance equal to
$194,423,719.67

The initial Junior Percentage and Senior Percentage of the
Certificates are approximately 8.25% and 91.75%, respectively.
The Bankruptcy Loss Amount, the Fraud Loss Amount and the Special
Hazard Loss Amount, as of the initial issuance of the
Certificates, are approximately $50,000, $3,888,474 and
$1,944,237 respectively, representing approximately 0.03%, 2.00%
and 1.00%, respectively, of the aggregate Principal Balances of
the Mortgage Loans as of June 1, 1998 (the "Cut-off Date").

The Mortgage Loans accrue interest on a simple interest basis
(the "Simple Interest Mortgage Loans") or a self- amortizing
basis (the "Self-Amortizing Mortgage Loans"). Approximately
93.76% of the Mortgage Loans are Self-Amortizing Mortgage Loans,
and approximately 6.24% of the Mortgage Loans are Simple Interest
Mortgage Loans, in each case by Principal Balance as of the
Cut-off Date.


                                2
<PAGE>


      The Mortgage Rates borne by the Mortgage Loans range from
approximately 7.05% to 15.00% per annum, and the weighted average
of the Mortgage Rates as of the Cut-off Date for the Mortgage
Loans is approximately 9.136% per annum. The original principal
balances of the Mortgage Loans range from approximately $7,500.00
to $450,000.00 and, as of the Cut-off Date, the average Principal
Balance of the Mortgage Loans is approximately $70,063 after
application of payments made before the Cut-off Date. The month
and year of the earliest origination date of any Mortgage Loan is
May 1994, and the month and year of the latest scheduled maturity
date of any such Mortgage Loan is May 2028. All of the Mortgage
Loans have original terms to maturity of approximately 5 years to
30 years. The remaining months to stated maturity for the
Mortgage Loans as of the Cutoff Date range from approximately 45
months to 360 months and the weighted average remaining months to
stated maturity of the Mortgage Loans as of the Cut-off Date is
approximately 244 months. Approximately 22.12% of the Mortgage
Loans are Balloon Loans. The weighted average remaining term to
stated maturity of the Balloon Loans is approximately 177 months.
The Home Equity Loan-to-Value Ratios of the Mortgage Loans at
origination range from approximately 1.416% to 90.595%, and the
weighted average of the home Equity Loan-to- Value Ratios of the
Mortgage Loans at origination is approximately 71.84%. The
Second-Lien Combined Loan-to- Value Ratio of the second-lien
Mortgage Loans at origination range from approximately 8.256% to
96.979%, and the weighted average of the Second-Lien Combined
Loan-to-Value Ratios of such Mortgage Loans at origination is
approximately 72.25%. No more than approximately 0.45% (by
Principal Balance as of the Cut-off Date) of the Mortgage Loans
will be secured by Mortgaged Properties located in any one postal
zip code area.

      No more than approximately 0.88% (by Principal Balance as
of the Cut-off Date) of the Mortgage Loans have been originated
under the NIV program. Approximately 3.31% (by Principal Balance
as of the Cut-off Date) of the Mortgage Loans will be "Consumer
Direct" loans originated by the Company with borrowers who
currently have loans serviced by the Company. In addition, no
more than approximately 1.57% of the Mortgage Loans have been
originated under the Streamlined Portfolio program.

      Set forth below is a description of certain additional
characteristics of the Mortgage Pool and the Mortgage Loans
included therein (the sum of the balances may not equal 100% due
to rounding):

                     Cut-off Date Principal Balances

- ------------------------------------------------------------------------------
                                                            Percentage of 
     Range of                           Cut-off              Cut-off Date
   Cut-off Date         Number of         Date             Aggregate Principal 
 Principal Balances   Mortgage Loans    Principal Balance        Balance
- ------------------------------------------------------------------------------

$     00.00 -  10,000.00     8             $71,494.97          0.04%
  10,000.01 -  20,000.00   165          $2,659,908.11          1.37%
  20,000.01 -  30,000.00   234          $6,078,455.72          3.13%
  30,000.01 -  40,000.00   296         $10,469,939.37          5.39%
  40,000.01 -  50,000.00   375         $16,951,007.89          8.72%
  50,000.01 -  60,000.00   376         $20,785,886.47         10.69%
  60,000.01 -  75,000.00   381         $25,671,383.54         13.20%
  75,000.01 - 100,000.00   448         $39,224,502.51         20.17%
 100,000.01 - 150,000.00   347         $42,085,272.07         21.65%
 150,000.01 - 200,000.00    83         $14,356,772.42          7.38%
 200,000.01 - 250,000.00    34          $7,438,242.18          3.83%
 250,000.01 - 300,000.00    17          $4,622,542.21          2.38%
 300,000.01 - 350,000.00     4          $1,287,181.51          0.66%
 350,000.01 - 400,000.00     6          $2,271,130.70          1.17%
 400,000.01  & Above         1            $450,000.00          0.23%
                     ---------------------------------------------------------
                Total    2,775        $194,423,719.67        100.00%
                     =========================================================


                                3
<PAGE>


                              Mortgage Rates


- --------------------------------------------------------------------------------
                                                        Percentage of      
                                    Cut-off              Cut-off Date      
    Range of        Number of         Date             Aggregate Principal 
 Mortgage Rates  Mortgage Loans    Principal Balance        Balance       
- --------------------------------------------------------------------------------
                        
   0.000 -  7.500%     11            $1,059,518.94          0.54%
   7.501 -  8.000     153           $12,876,772.72          6.62%
   8.001 -  8.500     743           $57,919,497.89         29.79%
   8.501 -  9.000     570           $42,662,795.25         21.94%
   9.001 -  9.500     383           $24,577,652.40         12.64%
   9.501 - 10.000     385           $24,621,111.19         12.66%
  10.001 - 10.500     179           $10,956,445.52          5.64%
  10.501 - 11.000     195           $11,385,540.05          5.86%
  11.001 - 11.500      57            $3,193,034.56          1.64%
  11.501 - 12.000      49            $2,878,975.16          1.48%
  12.001 - 12.500      16              $858,496.91          0.44%
  12.501 - 13.000      21              $874,265.42          0.45%
  13.001 - 13.500       5              $284,571.19          0.15%
  13.501 - 14.000       2              $102,587.19          0.05%
  14.001 - 15.000       6              $172,455.28          0.09%
                     -----------------------------------------------------------
              Total 2,775          $194,423,719.67        100.00%
                     ===========================================================


                                4
<PAGE>


             Geographic Distribution of Mortgaged Properties

- --------------------------------------------------------------------------------
               Number of       Cut-off Date      Percentage of Cut-off Date 
State        Mortgage Loans  Principal Balance   Aggregate Principal Balance
- --------------------------------------------------------------------------------
Alabama                 73      $3,610,494.94                    1.86%
Arizona                 17        $813,734.20                    0.42%
Arkansas                 7        $569,297.32                    0.29%
California              45      $2,665,409.16                    1.37%
Colorado                92      $7,192,878.42                    3.70%
Connecticut             51      $4,594,882.04                    2.36%
Delaware                 3        $147,698.79                    0.08%
District of Columbia    59      $4,273,904.18                    2.20%
Florida                559     $33,626,304.86                   17.30%
Georgia                 58      $3,187,676.88                    1.64%
Idaho                    4        $319,285.24                    0.16%
Illinois               142      $9,768,141.76                    5.02%
Indiana                106      $5,132,960.17                    2.64%
Iowa                     6        $309,764.46                    0.16%
Kansas                   4        $217,967.88                    0.11%
Kentucky                16        $835,755.11                    0.43%
Louisiana               16        $832,481.31                    0.43%
Maryland               160     $14,067,170.26                    7.24%
Massachusetts           74      $6,944,919.91                    3.57%
Michigan                73      $4,701,686.45                    2.42%
Minnesota                4        $264,846.34                    0.14%
Mississippi              3        $172,076.22                    0.09%
Missouri                54      $3,415,714.15                    1.76%
Montana                  1         102,755.78                    0.05%
Nebraska                 7        $521,911.40                    0.27%
Nevada                   2         $71,213.29                    0.04%
New Hampshire            1         $95,147.99                    0.05%
New Jersey             114     $10,457,869.97                    5.38%
New Mexico              16        $785,051.54                    0.40%
New York               303     $26,592,984.80                   13.68%
North Carolina         163      $9,827,898.25                    5.05%
Ohio                   158     $10,940,863.24                    5.63%
Oklahoma                 5        $260,937.35                    0.13%
Oregon                   7        $393,351.42                    0.20%
Pennsylvania            77      $5,693,478.22                    2.93%
Rhode Island            18      $1,252,044.67                    0.64%
South Carolina          67      $4,223,322.05                    2.17%
South Dakota             2        $337,348.66                    0.17%
Tennessee               63      $4,479,680.84                    2.30%
Texas                    1         $63,652.10                    0.03%
Utah                    35       $2,761,543.14                   1.42%
Virginia                80       $5,973,607.56                   3.07%
Washington               8         $434,931.09                   0.22%
West Virginia            2         $125,098.89                   0.06%
Wisconsin               18       $1,274,925.04                   0.66%
Wyoming                  1          $89,052.33                   0.05%
                 ---------------------------------------------------------------
           Total     2,775     $194,423,719.67                 100.00%
                 ===============================================================
                                                   


                                5
<PAGE>


                        Priority of Mortgage Loans

- --------------------------------------------------------------------------------
                Number of       Cut-off Date      Percentage of Cut-off Date   
Priority      Mortgage Loans  Principal Balance   Aggregate  Principal Balance 
- --------------------------------------------------------------------------------

First-priority        2,336             $179,952,154.72         92.56%
Second-priority         439              $14,471,564.95          7.44%
                     -----------------------------------------------------------
                Total 2,775             $194,423,719.67        100.00%
                     ===========================================================


                           Year of Origination

- --------------------------------------------------------------------------------
Year of         Number of       Cut-off Date      Percentage of Cut-off Date 
Origination    Mortgage Loans  Principal Balance  Aggregate Principal Balance
================================================================================

1998             2,048               $141,695,876.89          72.88%
1997               722                $52,417,327.72          26.96%
1996                 3                   $150,740.46           0.08%
1995                 1                   $119,855.46           0.06%
1994                 1                    $39,919.14           0.02%
                ----------------------------------------------------------------
           Total 2,775               $194,423,719.67         100.00%
                ================================================================


        Months Remaining to Stated Maturity as of the Cut-off Date

- --------------------------------------------------------------------------------
Number of Months       
  Remaining to     Number of       Cut-off Date      Percentage of Cut-off Date
Stated Maturity  Mortgage Loans  Principal Balance  Aggregate Principal Balance 
- --------------------------------------------------------------------------------

 36 -  59               23           $460,599.85            0.24%
 60 -  83               15           $341,388.77            0.18%
 84 - 107                2            $38,748.28            0.02%
108 - 131              224         $8,480,006.37            4.36%
132 - 155               10           $543,169.28            0.28%
156 - 179            1,000        $66,838,648.41           34.38%
180 - 239              694        $49,010,524.75           25.21%
240 & Above            807        $68,710,633.96           35.34%
                      ----------------------------------------------------------
               Total 2,775       $194,423,719.67          100.00%
                      ==========================================================


                                6
<PAGE>



                    Types of Mortgaged Properties (1)

- --------------------------------------------------------------------------------
                    Number of       Cut-off Date      Percentage of Cut-off Date
Property Type     Mortgage Loans  Principal Balance  Aggregate Principal Balance
- --------------------------------------------------------------------------------

Single-family 
detached(1)          2,471        $170,853,280.55            87.88%
Single-family 
attached               130          $8,764,774.93             4.51%
2 - 4 family           128         $11,891,549.16             6.12%
Condo                   46          $2,914,115.03             1.50%
                     -----------------------------------------------------------
           Total     2,775        $194,423,719.67           100.00%
                     ===========================================================

(1) Approximately 3.40% of the single-family detached units will
    be manufactured homes.

                    Use of Mortgaged Properties (1)(2)

- --------------------------------------------------------------------------------
                   Number of       Cut-off Date      Percentage of Cut-off Date
         Use     Mortgage Loans  Principal Balance  Aggregate Principal Balance
- --------------------------------------------------------------------------------

Primary residence      2,697      $190,482,691.25           97.97%
Non-primary 
residence(2)              78        $3,941,028.42            2.03%
                     -----------------------------------------------------------
             Total     2,775      $194,423,719.67          100.00%
                     ===========================================================

(1) Based on information supplied by the Mortgagor in the loan
    application.
(2) The Company believes that the majority of the non-primary
    residences are investment properties.

Second-Lien
                   Combined Loan-to-Value Ratio (1) (2)
                     (for Second-Lien Mortgage Loans)

- --------------------------------------------------------------------------------
                     Number of           Cut-off         
Range of Combined  Mortgage Loans in      Date       Percentage of Cut-off Date
 Loan-to-            a Second-          Principal   Aggregate Principal Balance
 Value Ratios      Lien Position         Balance      in a Second-Lien Position
- --------------------------------------------------------------------------------

     0 - 10.00           1             $26,000.00               0.18%
 10.01 - 20.00           5            $130,590.51               0.90%
 20.01 - 30.00           4            $115,485.82               0.80%
 30.01 - 40.00           6            $189,418.43               1.31%
 40.01 - 50.00          19            $723,049.26               5.00%
 50.01 - 60.00          28            $936,939.10               6.47%
 60.01 - 70.00          78          $2,439,610.37              16.86%
 70.01 - 75.00          56          $1,947,512.81              13.46%
 75.01 - 80.00         121          $4,050,939.26              27.99%
 80.01 - 85.00         119          $3,829,735.13              26.46%
 85.01 & Above           2             $82,284.26               0.57%
                     -----------------------------------------------------------
           Total       439         $14,471,564.95             100.00%
                     ===========================================================

(1) The "Second-Lien Combined Loan-to-Value Ratio" of a
    second-lien Mortgage Loan is the ratio (expressed as a
    percentage) that the sum of the original principal balance of
    such Mortgage Loan and the then current principal balance of
    the related first-lien mortgage loan, bears to the appraised
    value of the related Mortgaged Property at the time such
    Mortgage Loan was originated (or if the proceeds of such
    Mortgage Loan were used to refinance an existing mortgage, the
    appraised value based on a recent appraisal).
(2) The weighted average of the Second-Lien Combined Loan-to-Value
    Ratio for second-lien Mortgage Loans is approximately 72.25%.


                                7
<PAGE>


                 Home Equity Loan-to-Value Ratio (1) (2)

- --------------------------------------------------------------------------------
                                                             Percentage of
Range of Home Equity   Number of       Cut-off Date      Cut-off Date Aggregate
Loan-to-Value Ratios Mortgage Loans  Principal Balance      Principal Balance
- --------------------------------------------------------------------------------

  0.00 - 10.00%              44         $808,750.24                0.42%
 10.01 - 20.00              204       $5,864,838.15                3.02%
 20.01 - 30.00              155       $5,595,603.93                2.88%
 30.01 - 40.00              112       $4,997,345.27                2.57%
 40.01 - 50.00              135       $7,127,198.29                3.67%
 50.01 - 60.00              159       $8,956,970.44                4.61%
 60.01 - 70.00              287      $19,014,095.63                9.78%
 70.01 - 75.00              254      $20,923,874.90               10.76%
 75.01 - 80.00              921      $77,024,908.75               39.62%
 80.01 - 85.00              271      $23,732,503.38               12.21%
 85.01 - 90.00              231      $20,146,627.09               10.36%
 90.01 & Above                2         $231,003.60                0.12%
                     -----------------------------------------------------------
                Total     2,775     $194,423,719.67              100.00%
                     ===========================================================

(1) The "Home Equity Loan-to-Value Ratio" of a Mortgage Loan is
    the ratio (expressed as a percentage) that the original
    principal balance of such Mortgage Loan bears to the appraised
    value (or, with respect to approximately 3.47% of the Mortgage
    Loans, the lesser of (i) the appraised value or (ii) the
    selling price) of the related Mortgaged Property at the time
    such Mortgage Loan was originated (or if the proceeds of such
    Mortgage Loan were used to refinance an existing mortgage, the
    appraised value based on a recent appraisal).

(2) The weighted average of the Home Equity Loan-to-Value Ratios
    for the Mortgage Loans is approximately 71.84%. The weighted
    average of the Home Equity Loan-to-Value Ratios for the
    first-lien Mortgage Loans and the second-lien Mortgage Loans
    is approximately 75.61% and 24.89%, respectively.


                                8
<PAGE>


                      Home Equity Loan Ratio (1) (2)
                     (for second-lien Mortgage Loans)

- --------------------------------------------------------------------------------
                      Number of           Cut-off
                    Mortgage Loans in      Date       Percentage of Cut-off Date
  Range of Home       a Second-          Principal   Aggregate Principal Balance
Equity Loan Ratios  Lien Position         Balance      in a Second-Lien Position
- --------------------------------------------------------------------------------

     0 - 10.00%            9            $189,518.32          1.31%
 10.01 - 20.00           109          $2,483,242.66         17.16%
 20.01 - 30.00           137          $3,982,021.61         27.52%
 30.01 - 40.00            87          $3,430,171.44         23.70%
 40.01 - 50.00            35          $1,750,726.01         12.10%
 50.01 - 60.00            23          $1,116,147.14          7.71%
 60.01 - 70.00            15            $595,666.20          4.12%
 70.01 - 75.00             6            $205,480.54          1.42%
 75.01 - 80.00             4            $165,883.66          1.15%
 80.01 - 85.00             2             $73,662.47          0.51%
 85.01 - 90.00             4            $139,994.12          0.97%
 90.01 - 100.00            3            $188,379.13          1.30%
100.00                     5            $150,671.65          1.04%
                     -----------------------------------------------------------
               Total:    439         $14,471,564.95        100.00%
                     ===========================================================

(1) The "Home Equity Loan Ratio" of a second-lien Mortgage Loan is
    the ratio (expressed as a percentage) that the original
    principal balance of such Mortgage Loan bears to the total of
    the original principal balance of such Mortgage Loan plus the
    outstanding amount of the related first-lien Mortgage Loan at
    the time such Mortgage Loan was originated.

(2) The weighted average of the Home Equity Loan Ratios of the
    second-lien Mortgage Loans is approximately 35.57%.

                                Loan Type

- --------------------------------------------------------------------------------
                  Number of       Cut-off Date      Percentage of Cut-off Date
 Type           Mortgage Loans  Principal Balance  Aggregate Principal Balance
- --------------------------------------------------------------------------------

Fully amortizing     2,315      $151,413,141.14             77.88%
Balloon                460       $43,010,578.53             22.12%
                     -----------------------------------------------------------
           Total     2,775      $194,423,719.67            100.00%
                     ===========================================================

        Months Remaining to Stated Maturity as of the Cut-off Date
                           (for Balloon Loans)

- --------------------------------------------------------------------------------
  Number of Months
 Remaining to Stated  Number of                         Percentage of Cut-off
   Maturity as of      Balloon       Cut-off Date       Date Aggregate Principal
    Cut-off Date    Mortgage Loans  Principal Balance   Balance of Balloon Loans
- --------------------------------------------------------------------------------

150 - 180                 460         $43,010,578.53              100.00%
                     -----------------------------------------------------------
                Total     460         $43,010,578.53              100.00%
                     ===========================================================


                                9
<PAGE>


ITEM 7     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS



1.1   The Underwriting Agreement for the Series 1998-HE2
      Certificates dated September 24, 1996, as modified and
      supplemented by the related terms agreement dated June 23,
      1998, between GE Capital Mortgage Services, Inc., and
      Prudential Securities Incorporated.

4.1   The Pooling and Servicing Agreement for the Series 1998-HE2
      Certificates dated as of June 1, 1998 between GE Capital
      Mortgage Services, Inc., as seller and servicer, and The
      First National Bank of Chicago, as trustee.


                               10
<PAGE>


                                SIGNATURES



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




                                  GE Capital Mortgage Services, Inc.




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



Dated as of  June 26, 1998


                               11
<PAGE>


                                SIGNATURES



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




                                  GE Capital Mortgage Services, Inc.




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


Dated as of  June 26, 1998


                               12
<PAGE>


EXHIBIT INDEX


The exhibits are being filed herewith:

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

           1.1             The Underwriting Agreement dated
                           September 24, 1996, as modified
                           and supplemented by the related
                           terms agreement dated June 23,
                           1998 between GE Capital Mortgage
                           Services, Inc., and Prudential
                           Securities Incorporated.

           4.1             The Pooling and Servicing
                           Agreement for the Series 1998-HE2
                           Certificates dated as of  June 1,
                           1998 between GE Capital Mortgage
                           Services, Inc., as seller and servicer,
                           and The First National Bank of
                           Chicago, as trustee.
- -------------------------------------------------------------------------------


                               13


                                                          EXECUTION






                GE CAPITAL MORTGAGE SERVICES, INC.

                    PASS-THROUGH CERTIFICATES
                       (Issuable in Series)

                      UNDERWRITING AGREEMENT


Prudential Securities Incorporated               New York, New York
One New York Plaza                               September 24, 1996
New York, New York 10292

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 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 the trustee named therein (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 closed end, fixed rate,
first- or second-lien, home equity mortgage loans (the "Mortgage
Loans") having the original terms to maturity, interest rate
types and amortization characteristics specified in the related
Terms Agreement referred to hereinbelow. If specified in the
related Prospectus Supplement, the Certificates will have the
benefit of a Supplemental Agreement, dated as of the respective
Cut-off Date (the "Supplemental Agreement"), among the Company,
General Electric Capital Corporation ("GECC") and the Trustee. 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>




           Underwritten offerings of Certificates may be made
through you or through an underwriting syndicate managed by you.
The Company proposes to sell one or more Series of the
Certificates to you and to each of the other several
underwriters, if any, participating in an underwriting syndicate
managed by you. It is understood, however, that the Company may
elect to retain, through the execution of one or more
underwriting agreements in addition to this Agreement, one or
more additional underwriters other than you to underwrite, or
manage the underwriting syndicate with respect to, any offering
of one or more Series of its Certificates.

           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 and such other
underwriters, if any, selected by you as have authorized you to
enter into such Terms Agreement on their behalf (the underwriters
designated in any such Terms Agreement being referred to herein
as "Underwriters," which term shall include you whether acting
alone in the sale of any Offered Certificates of any series or as
a member of an underwriting syndicate). 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, and this Agreement and such Terms
Agreement shall inure to the benefit of and be binding upon each
underwriter participating in the offering of such Offered
Certificates. 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
Underwriters (the "Offered Certificates"), the principal balance
or balances of the Offered Certificates, each subject to any
stated variance, the names of the Underwriters participating in
such offering (subject to substitution as provided in Section 12
hereof) and the price or prices at which such Offered
Certificates are to be purchased by the Underwriters from the
Company.

           1.   Representations and Warranties.  (a) The Company
represents and warrants to and agrees with the Underwriters, 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

                               - 2 -

<PAGE>



           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 "Final
           Prospectus". Any preliminary prospectus, including any
           preliminary prospectus supplement which, as completed,
           is proposed to be used in connection with the sale of
           a Series of Offered Certificates and any prospectus
           filed with the Commission pursuant to Rule 424(a) of
           the Act is hereinafter referred to as a "Preliminary
           Prospectus"; it being understood that the Company is
           not obligated to prepare any such Preliminary
           Prospectus without its consent. Any reference herein
           to the terms "amend," "amendment" or "supplement" with
           respect to the Registration Statement, the Preliminary
           Prospectus, the Final 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 Preliminary Prospectus, the
           Final 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

                               - 3 -

<PAGE>



           Date (as defined in Section 3 below), the related
           Registration Statement and the related Final
           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 Final 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 Final 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 Final
           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 Final Prospectus (or any supplement
           thereto) in reliance upon and in conformity with
           written information furnished to the Company by or on
           behalf of the Underwriters 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 Final
           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 Final Prospectus; 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

                               - 4 -

<PAGE>



           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, if applicable,
           the related Supplemental Agreement and, assuming the
           due authorization, execution and delivery thereof by
           the Trustee, and by GECC, in the case of the
           Supplemental Agreement, such Pooling and Servicing
           Agreement and such Supplemental Agreement (each on
           such Closing Date) will each 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 each such
           Pooling and Servicing Agreement or such Supplemental
           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 each
Underwriter, severally and not jointly, and each Underwriter,
severally and not jointly, agrees to purchase from the Company,
the respective original principal amounts of the related Offered
Certificates set forth in the related Terms Agreement opposite
the name of such Underwriter, plus any additional original
principal amount of Offered Certificates which such Underwriter
may be obligated to purchase pursuant to Section 12 hereof, 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.


                               - 5 -

<PAGE>



           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 Underwriters and the Company (such date
and time being herein called the "Closing Date"). Delivery of
such Offered Certificates shall be made to the Underwriters
against payment by the Underwriters 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 Underwriters may request not
less than two full business days in advance of each Closing Date.

           The Company agrees to notify the Underwriters 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 Underwriters. It is understood that
the Underwriters propose to offer the Offered Certificates of the
related Series for sale to the public as set forth in the related
Final Prospectus.

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

                (a) The Company will cause the each of the
      Preliminary Prospectus and the Final 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 Underwriters when such
      Preliminary Prospectus and such Final Prospectus as so
      supplemented has been so filed, and prior to the
      termination of the Certificate Offering to which such
      Preliminary Prospectus and Final Prospectus relates also
      will promptly advise the Underwriters (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
      Preliminary Prospectus or such Final Prospectus has been
      filed, (ii) of any request by the Commission for any
      amendment of such Registration Statement, Preliminary
      Prospectus or Final 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

                               - 6 -

<PAGE>



      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
      Preliminary Prospectus or Final 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 Underwriters 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 an
      Underwriter to the Company pursuant to Section 8 to be
      filed with the Commission on a Current Report on Form 8-K
      (each such filing of such materials, 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 an
      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 Underwriters 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
      Underwriters prior to 10:30 a.m. In addition, if at any
      time prior to the availability of the related Prospectus
      Supplement, the Underwriters have delivered to any
      prospective investor a subsequent Collateral Term Sheet
      that reflects, in the reasonable judgment of the
      Underwriters 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 Underwriters
      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

                               - 7 -

<PAGE>



      Company by the Underwriters prior to 10:30 a.m. In each
      case, the Company will promptly advise the Underwriters
      when such Current Report has been so filed. Each such
      Current Report shall be incorporated by reference in the
      related Final Prospectus and the related Registration
      Statement. Notwithstanding the five preceding sentences,
      the Company shall have no obligation to file any materials
      provided by the Underwriters pursuant to Sections 8 and 9
      which, in the reasonable determination of the Company after
      making reasonable efforts to consult with the Underwriters,
      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 Final 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
      Underwriters to the Company pursuant to Section 8 or
      Section 9 hereof. The Company shall give notice to the
      Underwriters of its determination not to file any materials
      pursuant to clause (i) of the preceding sentence and agrees
      to file such materials if the Underwriters reasonably
      object to such determination within one business day after
      receipt of such notice.

                (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 Final 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 Final 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 Final Prospectus other than any amendments 
      or supplements of such Computational Materials or Structural 
      Term Sheets that are furnished to the Company by the Under-
      writers pursuant to Section 8(e) hereof or any amendments  
      or supplements of such Collateral Term Sheets

                               - 8 -

<PAGE>



      that are furnished to the Company by the Underwriters
      pursuant to Section 9(d) hereof which are required to be
      filed in accordance therewith.

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

                (e) The Company will furnish such information,
      execute such instruments and take such actions as may be
      reasonably requested by the Underwriters to qualify the
      Offered Certificates of a Series for sale under the laws of
      such jurisdictions as the Underwriters 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
      Underwriters 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, the related Preliminary Prospectus,
      the related Final 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 Underwriters, insured to the satisfaction of the
      Underwriters (it being understood that, except as provided

                               - 9 -

<PAGE>



      in this paragraph (g) and in Section 7 hereof, the
      Underwriters will pay all their own costs and expenses,
      including the fees of Brown & Wood LLP, counsel for the
      Underwriters, transfer taxes on resale of any Offered
      Certificates by them, advertising expenses connected with
      any offers that they may make, the fees of KPMG Peat
      Marwick LLP with respect to its letters furnished pursuant
      to Section 6(l) of the Agreement and any letter furnished
      pursuant to the last sentence of Section 6(k) hereof, the
      fees of any firm of public accountants selected by the
      Underwriters 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", and all expenses (e.g., shipping,
      postage and courier costs) associated with the delivery of
      the related 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 such Prospectus is delivered to investors on the day
      immediately preceding the related Closing Date, the Company
      will pay such courier expenses).

           6. Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters 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 Underwriters
      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;


                              - 10 -

<PAGE>



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

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

                       (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 telephonic 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 under the Act; 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 Final Prospectus (except the
           financial statements and schedules and the other
           financial and statistical data included therein, the
           documents incorporated by reference therein and any
           Underwriter-Provided Information (as defined herein)
           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

                              - 11 -

<PAGE>



           statements therein not misleading or (B) such Final
           Prospectus or any amendment or supplement thereto
           (except the financial statements and schedules and the
           other financial and statistical data included therein
           and the documents incorporated by reference therein
           and any Underwriter-Provided Information, 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 Final Prospectus, insofar as such statements
           purport to summarize certain provisions of the related
           Pooling and Servicing Agreement and the related
           Offered Certificates, provide a fair summary of such
           provisions;

                      (vii) the statements set forth in the
           related Final 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; and

                     (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
           (other than assets excluded from a REMIC, as described
           in the Final Prospectus) as one or more REMICs: the
           related Trust Fund and any specified subgrouping
           therein (other than any such excluded assets) will
           qualify as one or more REMICs 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 a related REMIC within the meaning of
           the Code, and each Class of such Certificates specified 
           in the related Final Prospectus as a Class of Residual
           Certificates will constitute the "residual interest" in

                              - 12 -

<PAGE>



           a 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".

      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,
      the related Pooling and Servicing Agreement or the related
      Supplement 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 Final 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 Final 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 Underwriters 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 Final
           Prospectus and to enter into and perform its
           obligations under this Agreement, the related Terms
           Agreement, the related Pooling and Servicing
           Agreement, the related Supplemental 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;


                              - 13 -

<PAGE>



                      (iii) No consent, approval, authorization
           or order of any court or governmental agency or body
           is required for the consummation by the Company of the
           transactions contemplated herein, in the related
           Pooling and Servicing Agreement or in the related
           Supplemental 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, the related
           Pooling and Servicing Agreement or the related
           Supplemental Agreement, nor the fulfillment of the
           terms of the related Certificates, the related Pooling
           and Servicing Agreement, the related Supplemental
           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, the related Supplemental 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, such Pooling and Servicing Agreement
           or such Supplemental 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, such
           Supplemental 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,

                              - 14 -

<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) If applicable, counsel for GECC shall have
      furnished to the Underwriters an opinion, dated the related
      Closing Date, to the effect that:

                        (i) GECC has been duly incorporated and
           is validly existing as a corporation in good standing
           under the laws of the State of New York and in each
           jurisdiction in which the conduct of its business
           requires such qualification;

                       (ii) GECC has full corporate power and
           authority to execute and deliver the Supplemental
           Agreement and to carry out its terms, and the
           execution, delivery and performance of the
           Supplemental Agreement have been duly authorized by
           GECC by all necessary corporate action;

                      (iii) The related Supplemental Agreement
           has been duly executed and delivered by GECC and
           constitutes a legal, valid and binding agreement of
           GECC enforceable in accordance with its terms, except
           as such enforceability may be limited by bankruptcy,
           insolvency, reorganization or other similar laws
           affecting the enforcement of creditor's rights in
           general and by general principles of equity,
           regardless of whether such enforceability is
           considered in a proceeding in equity or at law; and

                       (iv) The execution, delivery and
           performance of the Supplemental Agreement by GECC does
           not and will not conflict with or violate any term or
           provision of the articles of incorporation or by-laws
           of GECC or any statute, order or regulation applicable
           to GECC of any court, regulatory body, administrative
           agency or governmental body having jurisdiction over
           GECC 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
           GECC is a party or by which it is bound.

      In rendering such 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 GECC or
      public officials.


                              - 15 -

<PAGE>



                (e) The Underwriters shall have received from
      Brown & Wood LLP, counsel for the Underwriters, 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 Final Prospectus and such other related matters as
      the Underwriters may reasonably require, and the Company
      shall have furnished to such counsel such documents as the
      Underwriters may reasonably request for the purpose of
      enabling them to pass upon such matters.

                (f) The Company shall have furnished to the
      Underwriters 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 Final
      Prospectus, the Detailed Description referred to in such
      Final 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 Final 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 Final Prospectus includes any untrue

                              - 16 -

<PAGE>



           statement of a material fact or omits to state any
           information which the Final Prospectus states will be
           included in such Detailed Description.

                (g) If applicable, GECC shall have furnished to
      the Underwriters a certificate of GECC, signed by the
      President or any Vice President and the Senior Vice
      President-Finance or the principal financial or accounting
      officer of GECC, dated the related Closing Date, to the
      effect that the signers of such certificate have carefully
      examined the information under the headings "Description of
      the Certificates--Supplemental Agreement with GECC" and
      "General Electric Capital Corporation" contained in the
      related Final Prospectus and the related Supplemental
      Agreement and that:

                        (i) nothing has come to their attention
           that would lead them to believe that such information
           in the related Final Prospectus 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, in the light
           of the circumstances in which they were made, not
           misleading; and

                       (ii) the representations and warranties of
           GECC in the related Supplemental 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 GECC 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.

                (h) Counsel for the Trustee shall have furnished
      to the Underwriters 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 its jurisdiction of
           organization 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 and, if
           applicable, the related Supplemental Agreement;

                       (ii) each of the related Pooling and
           Servicing Agreement and the related Supplemental
           Agreement has been duly authorized, executed and
           delivered by the Trustee and constitutes the legal,

                              - 17 -

<PAGE>



           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 state 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 and the
           related Supplemental 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 and the
           related Supplemental 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 state 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 Underwriters
      such opinions as to the treatment of the Trust Fund for
      purposes of state tax law where the Trustee maintains
      possession of the assets of the Trust Fund as are
      reasonably satisfactory to the Underwriters.

                (i) If any Preliminary Prospectus has been
      prepared with respect to a Series of Certificates, KPMG
      Peat Marwick LLP shall have furnished to the Underwriters a
      letter, dated as of the date of such Preliminary
      Prospectus, in form and substance satisfactory to the
      Underwriters, stating in effect that:

                     (i) they have performed certain specified
           procedures as a result of which they have determined
           that such information as the Underwriters may

                              - 18 -

<PAGE>



           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 Preliminary Prospectus under the
           caption "Delinquency and Foreclosure Experience of the
           Company" agrees with the accounting records of the
           Company, excluding any questions of legal
           interpretation; and

                     (ii) they have performed certain specified
           procedures as a result of which they have determined
           that such information as the Underwriters 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 Preliminary Prospectus 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, 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.

                (j) KPMG Peat Marwick LLP shall have furnished to
      the Underwriters a letter, dated as of the date of the
      related Terms Agreement, in form and substance satisfactory
      to the Underwriters, stating in effect that they have
      performed certain specified procedures as a result of which
      they have determined that such information as the
      Underwriters 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 Final Prospectus under the caption
      "Delinquency and Foreclosure Experience of the Company"
      agrees with the accounting records of the Company,
      excluding any questions of legal interpretation.

                (k) KPMG Peat Marwick LLP shall have furnished to
      the Underwriters a letter, dated as of the related Closing
      Date, in form and substance satisfactory to the
      Underwriters, stating in effect that they have performed
      certain specified procedures as a result of which they have
      determined that such information as the Underwriters 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

                              - 19 -

<PAGE>



      obtained from an analysis of a sample of the Mortgage Loans
      included in the related pool) set forth in the related
      Final Prospectus 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 Final Prospectus 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 Underwriters 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 Final
      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.

                (l) KPMG Peat Marwick LLP shall have furnished to
      the Underwriters and the Company a letter or letters, dated
      as of the date of the related Terms Agreement, in form and
      substance satisfactory to the Underwriters 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 Final 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 Final
           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 Final Prospectus, all of
           which shall be described by reference in such letter,
           they have verified the mathematical accuracy of any

                              - 20 -

<PAGE>



           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 Final
           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 Final Prospectus; and

                    (iii) based upon the assumptions and
           methodology set forth in such Final 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 Final
           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.

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

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

                (o) 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.

                (p) 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 or GECC which the
      Underwriters conclude in their 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 Final
      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

                              - 21 -

<PAGE>



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 Underwriters and their
counsel, this Agreement (with respect to the related Offered
Certificates) and the related Terms Agreement and all obligations
of the Underwriters 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 Underwriters.
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 each Underwriter and each
person who controls any 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, in the related Preliminary Prospectus or
the related Final Prospectus, or in any amendment thereof, or in
the Detailed Description referred to in such Final 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 each Underwriter, as set forth below, when
such are read in conjunction with the related Final 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 any Underwriter through you 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

                              - 22 -

<PAGE>



information concerning the characteristics of the Mortgage Loans
furnished by the Company to any 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 Preliminary
Prospectus or any Corrected Statement (as defined below) in any
Final Prospectus (or supplement thereto) shall not inure to the
benefit of any Underwriter (or any person controlling any
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 the related Final Prospectus or a supplement to
such Final Prospectus, as the case may be, 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
Preliminary Prospectus or Final Prospectus (or supplement
thereto) was corrected (a "Corrected Statement") in such Final
Prospectus (with respect to any Preliminary Prospectus) or in
such other supplement (with respect to any Final Prospectus) and
such Final Prospectus or such supplement was furnished by the
Company to such 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 any
Underwriter (or any person controlling any 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 or ABS Term Sheets 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 such 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 such
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) Each Underwriter agrees, severally and not
jointly, 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 each Underwriter, but
only with reference to (A) written information furnished to the

                              - 23 -

<PAGE>



Company by or on behalf of such Underwriter through you
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) delivered to prospective
investors by such Underwriter and furnished to the Company by
such Underwriter pursuant to Section 8 and incorporated by
reference in such Registration Statement, the related Preliminary
Prospectus or the related Final 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
each Underwriter may otherwise have. The Company acknowledges
that the Underwriter-Provided Information constitute the only
information furnished in writing by or on behalf of the
Underwriters for inclusion in the related Preliminary Prospectus
or Final Prospectus (other than any Computational Materials or
ABS Term Sheets (or amendments or supplements thereof)), and the
Underwriters confirm that such statements are correct.
"Underwriter-Provided Information" means any statements provided
to the Company by the Underwriters specifically for use in the
preparation of the related Preliminary Prospectus or Final
Prospectus and designated as such in the Terms Agreement for the
related Series. Any Computational Materials or ABS Term Sheets
(or amendments or supplements thereof) furnished to the Company
by a particular Underwriter shall relate exclusively to and be
the several responsibility of such Underwriter and no other
Underwriter.

           (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 an indemnifying party under this Section 7, notify
such indemnifying party in writing of the commencement thereof;
but the omission so to notify such 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 or parties of the commencement
thereof, the indemnifying party or parties will be entitled to
participate therein, and to the extent that they may elect by
written notice delivered to an 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 an indemnified party and an
indemnifying party and such 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 an indemnifying party, such

                              - 24 -

<PAGE>



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 an
indemnifying party or parties to such indemnified party of their
election so to assume the defense of such action and approval by
such indemnified party of counsel, such indemnifying party or
parties 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) such 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 or parties
shall not be liable for the expenses of more than one separate
counsel approved by the indemnified party or parties 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 or parties shall not have employed
counsel satisfactory to the indemnified party or parties to
represent such indemnified party or parties within a reasonable
time after notice of commencement of the action or (iii) the
indemnifying party or parties have authorized the employment of
counsel for an indemnified party at the expense of the
indemnifying parties; 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 any Underwriter, on grounds of policy or otherwise, or
if an 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 such 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 such
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 Underwriters are
      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
      Final Prospectus for the related Series and the total
      proceeds received by the Underwriters from the sale of such

                              - 25 -

<PAGE>



      Offered Certificates (the "Underwriting Discount"), and the
      Company is responsible for the balance; provided, however,
      that in no case shall the Underwriters be responsible under
      this subparagraph (i) for any amount in excess of such
      Underwriting Discount applicable to the Offered
      Certificates purchased by the Underwriters 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 that delivered such materials to prospective
      investors 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 such 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 any Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as
such 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)

                              - 26 -

<PAGE>



hereof, the Underwriters shall deliver to the Company five
complete copies of all materials provided by the Underwriters 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") and the filing of such 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) Each 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 by such Underwriter pursuant to Section 8(a)
           constitute (either in original, aggregated or
           consolidated form) all of the materials furnished to
           prospective investors by such 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 by such Underwriter pursuant to Section 8(a)
           constitute all of the materials furnished to
           prospective investors by such 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;


                              - 27 -

<PAGE>



               (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 by such Underwriter 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 Final 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

               (iv) all Computational Materials (or underlying
           materials distributed to prospective investors on
           which the Computational Materials were based)
           delivered to prospective investors by such Underwriter
           and all Structural Term Sheets delivered to
           prospective investors by such Underwriter contained
           and will contain a legend, prominently displayed on
           the first page thereof, stating that the Computational
           Materials or Structural Term Sheets are being produced
           and provided exclusively by the Underwriter and that
           the Underwriter is acting as an underwriter and not
           acting as an agent of the Company in connection with
           the securities described herein, and otherwise in form
           and substance satisfactory to the Company.

Notwithstanding the foregoing, each 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
such Underwriter from the Company of notice of such Corrected
Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).

           (c) The Underwriters shall cause a firm of public
accountants to furnish to the Company a letter, dated as of the
date on which the Underwriters deliver 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

                              - 28 -

<PAGE>



by each Underwriter and set forth in such Computational
Materials.

           (d) Each Underwriter acknowledges and agrees that any
Computational Materials or Structural Term Sheets with respect to
any Series of Certificates furnished to prospective investors
from and after September 10, 1996 have been prepared and
disseminated by the Underwriters and not by or on behalf of the
Company, and that such materials included and shall include a
disclaimer in the form described in paragraph (b)(iv) above. Each
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 Final Prospectus as a result of an untrue statement of a
material fact contained in any Computational Materials or
Structural Term Sheets provided by any Underwriter pursuant to
this Section 8 or the omission to state therein a material fact
required, when considered in conjunction with the related Final
Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in
conjunction with the related Final 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, such 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. Each
Underwriter represents and warrants to the Company, as of the
date of delivery by it 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 Final 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, each such 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 such 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 (i)
the Company determines that such amendment or supplement contains
any untrue statement of a material fact or, when read in
conjunction with the related Final Prospectus and Prospectus
Supplement, omits to state a material fact required to be stated

                              - 29 -

<PAGE>



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 any Underwriter to the Company pursuant to this
paragraph (e) or (ii) the Company reasonably determined that such
filing is not required under the Act and the Underwriters do not
object as provided below. The Company shall give notice to the
Underwriters of its determination not to file an amendment or
supplement pursuant to clause (ii) of the preceding sentence and
agrees to file such amendment or supplement if the Underwriters
reasonably object to such determination within one business day
after receipt of such notice.

           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 the Offered Certificates,
the Underwriters shall notify the Company and its counsel by
telephone of their 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 the Offered Certificates, the
Underwriters shall deliver to the Company five complete copies of
all materials provided by the Underwriters 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 making such delivery 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) Each 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 by such Underwriter pursuant to Section 9(a)

                              - 30 -

<PAGE>



      constitute all of the materials furnished to prospective
      investors by such 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 by such Underwriter
      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 Final 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) such 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 such 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 9(c).

Notwithstanding the foregoing, each 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 such Underwriter from the Company
of notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).

           (c) Each 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
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. Each Underwriter agrees that it will not represent to
prospective investors that any Collateral Term Sheets were
prepared or disseminated on behalf of the Company.

                              - 31 -

<PAGE>




           (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 Final Prospectus as a result of an untrue statement of a
material fact contained in any Collateral Term Sheets provided by
any Underwriter pursuant to this Section 9 or the omission to
state therein a material fact required, when considered in
conjunction with the related Final Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the
statements therein, when read in conjunction with the related
Final 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, such 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. Each
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 Final 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,
each such 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 such
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
Final 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 any 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
Underwriters, 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

                              - 32 -

<PAGE>



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 Underwriters, 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 Underwriters 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 Underwriters 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. Default by One or More of the Underwriters. If any
of the Underwriters shall fail on the Closing Date to purchase
the Offered Certificates which it is obligated to purchase
hereunder and under the applicable Terms Agreement (the
"Defaulted Certificates"), you shall have the right, within 24
hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to
purchase all, but not less than all, of the Defaulted
Certificates in such amounts as may be agreed upon and upon the
terms herein set forth and under the applicable Terms Agreement.
If, however, you have not completed such arrangements within such
24-hour period, then:

           (a) if the aggregate original Certificate Principal
      Balance of Defaulted Certificates does not exceed 10% of
      the aggregate original Certificate Principal Balance of the
      Offered Certificates to be purchased pursuant to such Terms
      Agreement, the non-defaulting Underwriters named in such
      Terms Agreement shall be obligated to purchase the full
      amount thereof in the proportions that their respective
      underwriting obligations thereunder bear to the
      underwriting obligations of all non-defaulting
      Underwriters; and

           (b) if the aggregate original Certificate Principal
      Balance of Defaulted Certificates exceeds 10% of the
      aggregate original Certificate Principal Balance of the
      Offered Certificates to be purchased pursuant to such Terms
      Agreement, the applicable Terms Agreement shall terminate
      without any liability on the part of any non-defaulting
      Underwriter.


                              - 33 -

<PAGE>



      No action taken pursuant to this Section 12 and nothing in
this Agreement shall relieve any defaulting Underwriter from
liability in respect of its default.

      In the event of any such default which does not result in a
termination of this Agreement or such applicable Terms Agreement,
either you or the Company shall have the right to postpone the
Closing Date for a period of time not exceeding seven days in
order to effect any required changes in the Registration
Statement or in any other documents or arrangements.

           13. 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 Underwriters
shall be deemed a successor or assign by reason of such purchase.

           14.  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.

           15. 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.

           16.  Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Underwriters, will be delivered to the Underwriters 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.



                              - 34 -

<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 Underwriters.

                               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.

PRUDENTIAL SECURITIES INCORPORATED
   as Representative of the Underwriters
   named in the applicable Terms Agreement


By:___________________________
   Name:
   Title:





<PAGE>



                                                          EXHIBIT A

                GE CAPITAL MORTGAGE SERVICES, INC.

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

                         TERMS AGREEMENT
                   (to Underwriting Agreement,
                     dated September 24, 1996
            between the Company and the Underwriters)


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

           Each of Prudential Securities Incorporated [and
              ] (each an "Underwriter" and collectively the
"Underwriters") agrees, severally and not jointly, subject to the
terms and provisions herein and of the captioned Underwriting
Agreement (the "Underwriting Agreement"), to purchase such
Classes of Series ____-__ Certificates specified opposite its
name 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 closed end,
fixed rate, first- or second-lien, home equity mortgage loans
(the "Mortgage Loans") having the characteristics described in
the Prospectus Supplement dated the date hereof.

           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 [ ]%]:



                               A-1


<PAGE>




                         Principal     Interest     Class Purchase
Underwriter     Class     Balance        Rate      Price Percentage





           (b) The Offered Certificates shall have such other
      characteristics as described in the related Final
      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
Underwriters and the Company.

                               Very truly yours,

                               PRUDENTIAL SECURITIES INCORPORATED



                               By:_________________________________
                                  Name:
                                  Title:


                               [name of Underwriter]



                               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-HE2


                          TERMS AGREEMENT
                    (to Underwriting Agreement,
                     dated September 24, 1996
             between the Company and the Underwriter)



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

          Prudential Securities 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-HE2 Certificates specified
in Section 3 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-HE2 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-HE2
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of closed end,
fixed rate, first- or second-lien, home equity mortgage loans
(the "Mortgage Loans") having the characteristics described in
the Final Prospectus.

          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 a variance
     described in the Final Prospectus:


<PAGE>


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

Class A1                 $59,500,000           6.3650%         99.765769%
Class A2                  21,500,000           6.1050          99.772384
Class A3                  27,600,000           6.1800          99.753600
Class A4                  13,400,000           6.2750          99.747715
Class A5                  15,100,000           6.3150          99.734644
Class A6                  23,478,000             (1)           99.707077
Class A7                  17,800,000           6.2150          99.733523
Class R1                         500           0.0000              (2)
Class R2                         500           0.0000              (2)
Class M                    4,861,000             (1)           99.684388
Class B1                   4,375,000             (1)           99.684450
Class B2                   1,945,000             (1)           99.685773
        
- -------------------

(1)  Interest will accrue on the Class A-6, Class M, Class B1 and
     Class B2 Certificates during the initial Interest Accrual
     Period at Certificate Interest Rates of 6.6450%, 6.6600%,
     6.9050% and 7.4950% per annum, respectively, and during each
     subsequent Interest Accrual Period at Certificate Interest
     Rates equal to the lesser of (i) 6.6450%, 6.6600%, 6.9050%
     and 7.4950% per annum, respectively, and (ii) the Weighted
     Average Net Mortgage Rate of the Mortgage Loans as of the
     first day of the related Interest Accrual Period.

(2)  The aggregate Purchase Price of the Offered Certificates
     will be reduced by an amount in respect of the transfer of
     the Class R1 and Class R2 Certificates to Prudential, equal
     to approximately $34,000.00.

          (b) The Offered Certificates shall have such other
     characteristics as described in the Final 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 applicable interest rate per annum of
each such Class from and including June 1, 1998, up to, but not
including, June 26, 1998 (the "Closing Date").

          Section 4. Required Ratings: The Class A1, Class A2,
Class A3, Class A4, Class A5, Class A6, Class A7, Class R1 and
Class R2 Certificates shall have received Required Ratings of at
least "Aaa" from Moody's Investors Service ("Moody's") and "AAA"
from Fitch IBCA, Inc., and the Class M, Class B1 and Class B2
Certificates shall have received Required Ratings of at least
"Aa2", "A2", and "Baa2", respectively, by Moody's.
 
          Section 5. Tax Treatment: One or more elections will be
made to treat the assets of the Trust Fund as a REMIC (other than
assets excluded from a REMIC as described in the Final
Prospectus).

          Section 6: Underwriter-Provided Information: The
Company acknowledges that the information set forth in (i) the
second sentence of the paragraph immediately preceding the table


                                2
<PAGE>


on the cover page of the Final Prospectus, (ii) the last
paragraph on the cover page of the Final Prospectus, (iii) the
second and seventh paragraphs under the caption "Plan of
Distribution", as such information relates to the Offered
Certificates, constitute the only information furnished in
writing by or on behalf of the Underwriter for inclusion in such
Final Prospectus, and the Underwriter confirms that such
statements are correct.


                             * * * * *


                                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,

                          PRUDENTIAL SECURITIES 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.,

                        Seller and Servicer


                                and


                THE FIRST NATIONAL BANK OF CHICAGO,

                              Trustee


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


                  POOLING AND SERVICING AGREEMENT


                     Dated as of June 1, 1998


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


            Home Equity Loan Pass-Through Certificates,
                          Series 1998-HE2


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


<PAGE>


                         TABLE OF CONTENTS
                         -----------------

                             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...........................31
Section 2.02 Acceptance by Trustee..................................34
Section 2.03 Representations and Warranties 
             of the Company; Mortgage Loan Repurchase...............35
Section 2.04 Execution of Certificates..............................40
Section 2.05 The REMICs.............................................40
Section 2.06 Designations under the REMIC Provisions................42

                            ARTICLE III

          ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01 Company to Act as Servicer.............................43
Section 3.02.Collection of Certain Mortgage Loan Payments;
             Mortgage Loan Payment Record; Certificate Account......47
Section 3.03 [Omitted]..............................................50
Section 3.04 Permitted Debits to the Mortgage Loan Payment Record...50
Section 3.05 [Omitted]..............................................52
Section 3.06 Maintenance of Hazard Insurance........................52
Section 3.07 Assumption and Modification Agreements.................52
Section 3.08 Realization Upon Defaulted Mortgage Loans..............53
Section 3.09 Trustee to Cooperate; Release of Mortgage Files........56
Section 3.10 Servicing Compensation; Payment of Certain
             Expenses by the Company................................56
Section 3.11 Reports to the Trustee; Certificate 
             Account Statements.....................................57
Section 3.12 Annual Statement as to Compliance......................57
Section 3.13 Annual Independent Public Accountants'
             Servicing Report.......................................57
Section 3.14 Access to Certain Documentation and Information 
             Regarding the Mortgage Loans...........................58
Section 3.15 Maintenance of Certain Servicing Policies..............58
Section 3.16 Optional Purchase of Defaulted Mortgage Loans..........58


                                i

<PAGE>

                            ARTICLE IV

                      PAYMENTS AND STATEMENTS

Section 4.01 Distributions..........................................59
Section 4.02 Method of Distribution.................................62
Section 4.03 Allocation of Losses...................................63
Section 4.04 Monthly Advances; Purchases of Defaulted 
             Mortgage Loans.........................................65
Section 4.05 Statements to Certificateholders.......................66
Section 4.06 Servicer's Certificate.................................68
Section 4.07 Reports of Foreclosures and Abandonments 
             of Mortgaged Property..................................68
Section 4.08 Reduction of Servicing Compensation; Simple 
             Interest Shortfall Payments............................68

                             ARTICLE V

                         THE CERTIFICATES

Section 5.01 The Certificates.......................................69
Section 5.02 Registration of Transfer and Exchange of Certificates..71
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates......77
Section 5.04 Persons Deemed Owners..................................77
Section 5.05 Access to List of Certificateholders' 
             Names and Addresses....................................77
Section 5.06 Representation of Certain Certificateholders...........78

                            ARTICLE VI

                            THE COMPANY

Section 6.01 Liability of the Company...............................78
Section 6.02 Merger or Consolidation of, or 
             Assumption of the Obligations of, the Company..........78
Section 6.03 Assignment.............................................78
Section 6.04 Limitation on Liability of the Company and Others......79
Section 6.05 The Company Not to Resign..............................79

                            ARTICLE VII

                              DEFAULT

Section 7.01 Events of Default......................................80
Section 7.02 Trustee to Act; Appointment of Successor...............81
Section 7.03 Notification to Certificateholders.....................82


                               ii

<PAGE>


                           ARTICLE VIII

                            THE TRUSTEE

Section 8.01 Duties of Trustee......................................82
Section 8.02 Certain Matters Affecting the Trustee..................84
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans..85
Section 8.04 Trustee May Own Certificates...........................85
Section 8.05 The Company to Pay Trustee's Fees and Expenses.........85
Section 8.06 Eligibility Requirements for Trustee...................86
Section 8.07 Resignation or Removal of Trustee......................86
Section 8.08 Successor Trustee......................................87
Section 8.09 Merger or Consolidation of Trustee.....................87
Section 8.10 Appointment of Co-Trustee or Separate Trustee..........88
Section 8.11 Compliance with REMIC Provisions; Tax Returns..........89

                            ARTICLE IX

                            TERMINATION

Section 9.01 Termination upon Repurchase by the 
             Company or Liquidation of All Mortgage Loans..........89
Section 9.02 Additional Termination Requirements....................91

                             ARTICLE X

                     MISCELLANEOUS PROVISIONS

Section 10.01 Amendment.............................................91
Section 10.02 Recordation of Agreement..............................92
Section 10.03 Limitation on Rights of Certificateholders............93
Section 10.04 Governing Law.........................................94
Section 10.05 Notices...............................................94
Section 10.06 Notices to the Rating Agencies........................94
Section 10.07 Severability of Provisions............................94
Section 10.08 Certificates Nonassessable and Fully Paid.............94


                               iii
<PAGE>

                             Exhibits
                             --------


EXHIBIT A                 Forms of Certificates
EXHIBIT B                 [Omitted]
EXHIBIT C                 Mortgage 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 Streamlined Portfolio
                              Program Mortgage Loans Without Title Insurance
EXHIBIT N                 Schedule of Designated Loans


                               iv
<PAGE>


           THIS POOLING AND SERVICING AGREEMENT, dated as of June
1, 1998, between GE CAPITAL MORTGAGE SERVICES, INC., a
corporation organized and existing under the laws of the State of
New Jersey, and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association, 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 The First
National Bank of Chicago 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:

          Accrued Certificate Interest: As to any Distribution
     Date and any Class of Certificates (other than any Class of
     Principal Only Certificates), interest accrued during the
     related Interest Accrual Period at the applicable
     Certificate Interest Rate on the Class Certificate Principal
     Balance thereof immediately prior (or, in the case of the
     Class S Certificates, on the aggregate Notional Principal
     Balance thereof with respect) to such Distribution Date,
     calculated on the basis of a 360-day year consisting of
     twelve 30-day months. Accrued Certificate Interest on each
     Class of Certificates (other than any Class of Principal
     Only Certificates) shall be reduced by such Class's share of
     the amount of any Net Interest Shortfall and Interest Losses
     for such Distribution Date. Any Net Interest Shortfall and
     Interest Losses shall be allocated among the Classes of
     Certificates (other than any Class of Principal Only
     Certificates) in proportion to the respective amounts of
     Accrued Certificate Interest that would have resulted absent
     such shortfall or losses.

          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 Principal Distribution 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
     immediately prior to such Distribution Date and the
     denominator of which is the aggregate Class Certificate
     Principal Balance of the Junior Certificates immediately
     prior to such Distribution Date.

          (b) As to any Distribution Date and amounts
     distributable pursuant to clauses (ii), (iv) and (v) of the
     definition of Junior Principal Distribution Amount, and as
     to the Class M Certificates and each Class of Class B
     Certificates for which the related



<PAGE>

     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 which the related Prepayment Distribution
     Trigger has been satisfied. As to any Distribution Date and
     each Class of Class B Certificates for which the related
     Prepayment Distribution Trigger has not been satisfied on
     such Distribution Date, 0%.

          Amortization Payment: As to any REO Mortgage Loan and
     any month, the payment of principal and accrued interest due
     in such month in accordance with the terms of the related
     Mortgage Note as contemplated by Section 3.08(b).
           
          Amount Held for Future Distribution: As to each
     Distribution Date, the total of all amounts credited to the
     Mortgage Loan Payment Record as of the preceding
     Determination Date on account of (i) Principal Prepayments,
     Insurance Proceeds and Liquidation Proceeds received
     subsequent to the preceding Prepayment Period applicable to
     such receipts, (ii) monthly payments of interest due on a
     Self-Amortizing Mortgage Loan subsequent to the Due Date in
     the Collection Period relating to such Distribution Date,
     and (iii) any payments of principal, other than such
     payments described in clause (i) above, received subsequent
     to the immediately preceding Collection Period.

          Anniversary Determination Date: The Determination Date
     occurring in January of each year that the Certificates are
     outstanding, commencing in January 1999.

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

          Available Funds: As to each Distribution Date, an
     amount equal to the sum of (i) all amounts credited to the
     Mortgage Loan Payment Record pursuant to Section 3.02 as of
     the preceding Determination Date, (ii) any Monthly Advance,
     Compensating Interest Payment and Simple Interest Shortfall
     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


                                2
<PAGE>


     sum of (x) the Amount Held for Future Distribution, (y)
     the amount of any Unanticipated Recovery credited to the
     Mortgage Loan Payment in respect of the Mortgage Pool
     pursuant to clause (vi) of Section 3.02 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. For purposes of calculating Available Funds on
     any Distribution Date the Nonrecoverable Advance
     Reimbursement for such date shall be allocated first in
     reduction of amounts attributable to interest, and second in
     reduction of amounts attributable to principal.

          Available Interest Funds: As to each Distribution Date,
     the portion of Available Funds attributable to interest.

          Available Principal Funds: As to each Distribution
     Date, the portion of Available Funds attributable to
     principal.

          Balloon Mortgage Loan: A Mortgage Loan which by its
     terms provides for a principal payment at its stated
     maturity (as specified in the Mortgage Loan Schedule) that
     is substantially larger than the principal component of
     monthly payments required to be made by the Mortgagor
     pursuant to the terms of the related Mortgage Note on
     earlier Due Dates.
           
          Bankruptcy Coverage Termination Date: The Distribution
     Date upon which the Bankruptcy Loss Amount has been reduced
     to zero or a negative number (or the Cross-Over Date, if
     earlier).
           
          Bankruptcy Loss Amount: As of any Determination Date
     prior to the first Anniversary Determination Date, the
     Bankruptcy Loss Amount shall equal $50,000, as reduced by
     the aggregate amount of Deficient Valuations 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 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 Anniversary Determination Date as reduced by any
     Deficient Valuations for the preceding Distribution Date,
     and (y) the Fitch 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.


                               3
<PAGE>

 
          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 R1, Class R2 and Class S
     Certificates, constitutes a Class of Book-Entry
     Certificates.

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

          Business Day: Any day other than a Saturday or a
     Sunday, or a day on which banking institutions in New York
     City or the city in which the Corporate Trust Office is
     located are authorized or obligated by law or executive
     order to be closed.
            
          Buydown Funds: Funds contributed by the Mortgagor or
     another source in order to reduce the interest payments
     required from the Mortgagor for a specified period in
     specified amounts.
            
          Buydown Mortgage Loan: Any Mortgage Loan as to which
     the Mortgagor pays less than the full monthly payment
     specified in the Mortgage Note during the Buydown Period and
     the difference between the amount paid by the Mortgagor and
     the amount specified in the Mortgage Note is paid from the
     related Buydown Funds.
           
          Buydown Period: The period during which Buydown Funds
     are required to be applied to the related Buydown Mortgage
     Loan.
      
          Certificate: Any one of the certificates signed and
     countersigned by the Trustee in substantially the forms
     attached hereto as Exhibit A.
      
          Certificate Account: The trust account or accounts
     created and maintained with the Trustee pursuant to Section
     3.02 and which must be an Eligible Account.
           
          Certificate Interest Rate: With respect to any Class of
     Certificates other than any Class of Principal Only
     Certificates and the Class M, Class B and Class S
     Certificates and any Distribution Date, the fixed per annum
     rate specified in Section 5.01(b).
            
          With respect to the Class S Certificates and any
      Distribution Date, the Strip Rate for such Distribution
      Date.
    
          With respect to the Class B3, Class B4 and Class B5
     Certificates and any Distribution Date, the Weighted Average
     Net Mortgage Rate.
    
          With respect to the Class A6, Class M, Class B1 and
     Class B2 Certificates and the first Distribution Date,
     6.6450%, 6.6600%, 6.9050% and 7.4950% per annum,


                                4
<PAGE>

     respectively; and for each subsequent Distribution Date, the
     lesser of (x) the Weighted Average Net Mortgage Rate for
     such Distribution Date and (y) 6.6450%, 6.6600%, 6.9050% and
     7.4950% per annum, respectively.
     
          The Principal Only Certificates are issued without a
     Certificate Interest Rate.
     
          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 less the sum of (i) all amounts
     distributed with respect to such Certificate in reduction of
     the Certificate Principal Balance thereof on previous
     Distribution Dates pursuant to Section 4.01, (ii) any
     Realized Losses allocated to such Certificate on previous
     Distribution Dates pursuant to Section 4.03(b) and (c), and
     (iii) in the case of a Subordinate Certificate, such
     Certificate's Percentage Interest of the Subordinate
     Certificate Writedown Amount allocated to such Certificate
     on previous Distribution Dates. The Notional Certificates
     are issued without Certificate Principal Balances.

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

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

          Class: All Certificates bearing the same class
     designation or any Lower Tier Interest.

          Class A7 Certificate Percentage: As to any Distribution
     Date, the percentage (carried to six places rounded up)
     obtained by dividing the Class Certificate Balance of the
     Class A7 Certificates immediately preceding such
     Distribution Date by an amount equal to the aggregate
     Certificate Principal Balance of the Senior Certificates
     immediately preceding such Distribution Date.
           
          Class A7 Distribution Percentage: For any Distribution
     Date occurring during the periods set forth below, as
     follows:


                                5
<PAGE>


               (i)   for the Distribution Date occurring in July 1998 
           to and including the Distribution Date in June 2001, 0%;

               (ii)  for the Distribution Date occurring in July
           2001 to and including the Distribution Date in June 2003, 45%;

               (iii) for the Distribution Date occurring in July 2003 
           to and including the Distribution Date in June 2004, 80%;

               (iv)  for the Distribution Date occurring in July
           2004 to and including the Distribution Date in June 2005, 100%;
           and

               (v)   for the Distribution Date occurring in July
           2005 and any Distribution Date thereafter, 300%.

     Notwithstanding the foregoing, on any Distribution Date
     following the Senior Transition Date, the Class A7
     Distribution Percentage will be equal to 100%.

          Class A7 Principal Distribution Amount: As to any
     Distribution Date an amount equal to the lesser of (x) the
     product of (a) the Senior Principal Distribution Amount for
     such Distribution Date, (b) the Class A7 Distribution
     Percentage for such Distribution Date and (c) the Class A7
     Certificate Percentage for such Distribution Date and (y)
     the Senior Principal Distribution Amount with respect to
     such Distribution Date; provided, however, that with respect
     to any Distribution Date on or after the Senior Transition
     Date, the Class A7 Principal Distribution Amount will equal
     the Senior Principal Distribution Amount (less, on the
     Senior Transition Date, amounts applied in reduction of the
     Certificate Principal Balance of the Class A1, Class A2,
     Class A3, Class A4, Class A5 and Class A6 Certificates to
     zero on such date).

          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 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), any amount by which the amount
     distributed to Holders of such Class of Certificates on such
     Distribution Date is less than the Accrued Certificate
     Interest thereon for such Distribution Date (including the
     applicable Simple Interest Shortfall Percentage of any
     Unpaid Net Simple Interest Shortfall).


                                6
<PAGE>

         
          Closing Date: June 26, 1998.

          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.
            
          Collection Period: As to any Distribution Date, the
     calendar month next preceding the month in which such
     Distribution Date occurs.
    
          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
     aggregate Principal Balance of the Mortgage Loans with
     respect to such Distribution Date and (y) one-twelfth of
     0.125%, and (ii) the aggregate of the Servicing Fees that
     the Company would be entitled to retain on such Distribution
     Date (less any portion thereof paid as servicing
     compensation to any Primary Servicer) without giving effect
     to any Compensating Interest Payment or Simple Interest
     Shortfall Payment.
       
          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.
         
          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 One First
     National Plaza, Suite 0126, Chicago, Illinois 60670-0126,
     Attention: Corporate Trust Services; except that for
     purposes of Section 5.02, such term shall mean the office or
     agency of the Trustee in the Borough of Manhattan, the City
     of New York, which office at the date hereof is located at
     14 Wall Street, Eighth Floor, New York, New York 10005.
     
          Corresponding Class: With respect to any Class of Lower
     Tier Interests, the Class or Classes of Certificates, and
     with respect to any Class of Certificates, the Class or
     Classes of Lower Tier Interests, appearing opposite such
     Class of Lower Tier Interests or Certificates in the table
     included in Section 2.05(a).
    
          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).
     

                                7
<PAGE>

          Cut-off Date: June 1, 1998.
     
          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.
 
          Deposit Date: As to any Distribution Date, the Business
       Day next preceding such Distribution Date.
  
          Depository: The initial Depository shall be The
     Depository Trust Company, the nominee of which is CEDE & Co.
     The Depository shall at all times be a "clearing
     corporation" as defined in Section 8-102(3) of the Uniform
     Commercial Code of the State of New York, as amended, or any
     successor provisions thereto.
          
          Depository Participant: A broker, dealer, bank or other
     financial institution or other Person for which, from time
     to time, the Depository effects book-entry transfers and
     pledges of securities deposited with such Depository.
     
          Designated Loan Closing Documents: With respect to any
     Designated Loan, a Lost Note Affidavit substantially in the
     form of Exhibit L, and an assignment of the related Mortgage
     to the Trustee in recordable form (except for the omission
     therein of recording information concerning such Mortgage).
            
          Designated Loans: The Mortgage Loans identified on
     Exhibit N hereto.


                                8
<PAGE>

     
          Determination Date: With respect to any Distribution
     Date, the fifth Business Day prior thereto.
      
          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: With respect to any Mortgage Loan, the date
      during any Collection Period on which a Monthly Payment or
      balloon payment is first due.
      
          Early Installment: As to each Distribution Date and any
     Self-Amortizing Mortgage Loan, any Monthly Payment due on
     such Mortgage Loan subsequent to the Due Date in the
     Collection Period relating to such Distribution Date and
     both (x) received during such Collection Period and (y)
     designated by the related Mortgagor as an advance Monthly
     Payment.
     
          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 Moody's 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


                                9
<PAGE>


     Investments) securing such funds that is superior to claims
     of any other depositors or creditors of the depository
     institution with which such account is maintained, (iv) a
     trust account maintained with the corporate trust department
     of a federal or state chartered depository institution or of
     a trust company with trust powers and acting in its
     fiduciary capacity for the benefit of the Trustee hereunder
     or (v) such account as will not cause either Rating Agency
     to downgrade or withdraw its then-current rating assigned to
     the Certificates, as evidenced in writing by the Rating
     Agencies.
      
          ERISA: The Employee Retirement Income Security Act of
     1974, as amended.
      
          ERISA-Restricted Certificate: Any Junior Certificate.
     
          Event of Default: An event described in Section 7.01.

          Excess Bankruptcy Loss: Any Deficient Valuation or
     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.
     
          FEMA: The Federal Emergency Management Agency, 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


                               10
<PAGE>


     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.

          Fraud Coverage Termination Date: The Distribution Date
     upon which the related Fraud Loss Amount has been reduced to
     zero or a negative number (or the Cross-Over Date, if
     earlier).
           
          Fraud Loss: Any Realized Loss attributable to fraud in
     the origination of the related Mortgage Loan.

          Fraud Loss Amount: As of any Distribution Date after
     the Cut-off Date, (x) prior to the first anniversary of the
     Cut-off Date, an amount equal to $3,888,474 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
     through the fourth 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) 1.00% 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. After the fourth anniversary of the Cut-off Date the
     Fraud Loss Amount shall be zero.

          GECC: General Electric Capital Corporation and its
     successors in interest.

          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.
           
           Insurance Proceeds: Proceeds paid by any insurer
      pursuant to any insurance policy covering a Mortgage Loan.

           Insured Expenses: Expenses covered by any 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), the one-month
      period ending on the last day of the month preceding the
      month in which such Distribution Date occurs.
 

                               11
<PAGE>
        

           Interest Losses: The interest portion of (i) on or
      prior to the Cross-Over Date, any Excess Losses and (ii)
      after the Cross-Over Date, any Realized Losses.
           
           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)  As to any Self-Amortizing Mortgage Loan as to 
           which a partial principal prepayment is received during 
           the related Collection Period, one month's interest at 
           the applicable Net Mortgage Rate on the amount of such 
           prepayment;

                (b) As to any Self-Amortizing Mortgage Loan as to
           which a principal prepayment in full is 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 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)  As to any Self-Amortizing Mortgage Loan as to 
           which a principal prepayment in full is 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
           Self-Amortizing Mortgage Loan that becomes a 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 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 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. As to any Simple
           Interest Mortgage Loan that becomes a Relief Act
           Mortgage Loan, the excess of (i) the amount of any
           payment that would have been allocated to interest on
           the basis of the related Net Mortgage Rate over (ii)
           the amount of such payment allocated to interest on
           the basis of the Net Mortgage Rate required to be paid
           by the Mortgagor as limited by the application of the
           Relief Act, in each case calculated in accordance with
           the Simple Interest Method.

           Junior Certificate:  Any Class M or Class B Certificate.


                               12
<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 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.

           Junior Principal Distribution 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 all payments of principal
               received on the Mortgage Loans during the related
               Collection Period, other than payments of
               principal described in clauses (ii) through (v)
               below;

          (ii) the Junior Prepayment Percentage of all principal
               prepayments in part (other than the principal
               portion of Early Installments) received with
               respect to Self-Amortizing Mortgage Loans during
               the related Prepayment Period, together with the
               Junior Prepayment Percentage of the Principal
               Balance of each Mortgage Loan which was the
               subject of a Voluntary Principal Prepayment in
               full during the related Prepayment Period;

         (iii) the Junior Prepayment 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 any related
               insurance policy;

          (iv) the Junior Prepayment Percentage of the 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
               Substitution Amount for any Mortgage Loan
               substituted during the month of such Distribution
               Date,

      minus the product of the Junior Percentage for such
      Distribution Date and the amount, if any, by which the
      Available Funds for such Distribution Date has been reduced
      pursuant to clause second of the last sentence of the
      definition of Available Funds.

           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.


                               13
<PAGE>


           Latest Possible Maturity Date:  May 25, 2030.

           Liquidated Mortgage Loan:  Any defaulted Mortgage Loan as 
      to which the Company has determined that all amounts which it 
      expects to recover 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,
      such expenses including, without limitation, legal fees and
      expenses, and, regardless of when incurred, any unreimbursed
      amount expended by the Company pursuant to Section 3.06
      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 Conditions:  In order to be a Permitted Senior Lien 
      as referred to in Section 3.01, any refinancing of an existing 
      first mortgage loan ("Refinanced Loan") must satisfy the following:
  
                  (i)   the Second Lien Combined Loan-to-Value Ratio
            of the Principal Balance of the Refinanced Loan and
            the principal balance of the related Mortgage Loan at
            the time of origination of the Refinanced Loan may be
            no higher than the Second Lien Combined Loan-to-Value
            Ratio of the Principal Balance of the first lien
            mortgage loan in place as of the Cut-off Date and the
            Principal Balance of the Mortgage Loan as of the
            Cut-off Date; and the Principal Balance of the
            Refinanced Loan at the time of origination thereof may
            be no higher than the Principal Balance of the first
            lien mortgage loan in place as of the Cut-off Date;

                 (ii)  the Mortgagor's principal and interest
            payment obligation under the Refinanced Loan does not
            result in a higher debt-to-income ratio than such ratio
            at the time of origination of such Mortgagor's Mortgage
            Loan;

                (iii)  the documentation evidencing the Company's
           agreement to the placing of the Permitted Senior Lien
           must be acceptable in form and substance to the
           servicer; and

                (iv)  any Refinanced Loan (other than a
           Refinanced Loan that matures after the maturity
           date of the related Mortgage Loan) may not by its
           terms provide for a principal payment at maturity
           that is substantially larger (a balloon payment)
           than the amount of each monthly installment of
           principal due on other Due Dates.


                               14
<PAGE>


           For purposes of determining the Second Lien Combined
      Loan-to-Value ratio referred to in (i), the appraisal
      obtained in connection with the origination of the Mortgage
      Loan will be used unless the age of such appraisal is more
      than six months, in which case a new appraisal must be
      obtained.

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

           Lower Tier Balance: As to each Class of Lower Tier
      Interests and any Distribution Date, the initial Lower Tier
      Balance thereof set forth or specified in Section 2.05(a)
      less the sum of (i) the aggregate amount of principal
      allocable thereto on previous Distribution Dates pursuant to
      Section 2.05(c) and (ii) any Realized Losses or Subordinate
      Certificate Writedown Amount allocated thereto on previous
      Distribution Dates.
         
           Lower Tier Interest:  Any one of the Classes of regular 
      interests in the Lower Tier REMIC described as such in Section 2.05(a).

           Lower Tier Interest Rate:  As to each Lower Tier Interest, the 
      applicable "Lower Tier Interest Rate," if any, set forth in Section 
      2.05(a) hereof.

           Lower Tier REMIC:  One of the two separate REMICs comprising 
      the Trust Fund, the assets of which consist of the assets and rights 
      specified in clauses (i) through (ix) of the definition of the term 
      Trust Fund.
 
           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 the amount of interest due on each Mortgage
      Loan on the related Due Date (without giving effect to any
      change in Due Date made at the option of the related
      Mortgagor) occurring in the preceding Collection Period,
      net of the related Servicing Fee, to the extent that all or
      a portion of the scheduled payment due in such Collection
      Period was not received by the end of such Collection
      Period (or, in the case of an REO Mortgage Loan, the amount
      of interest that would have been due on the related Due
      Date for such Mortgage Loan had it remained outstanding,
      net of any related REO Proceeds received during such
      Collection Period), 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.


                               15
<PAGE>


           Mortgage: The mortgage or deed of trust creating a
      first or second lien on a fee simple interest in real
      property securing a Mortgage Note.
      
           Mortgage File: The mortgage documents listed in Section
      2.01 pertaining to a particular Mortgage Loan and any
      additional documents required to be added to such documents
      pursuant to this Agreement.
          
           Mortgage Loan Payment Record: The record maintained by
      the Company pursuant to Section 3.02(b).
      
           Mortgage Loan Schedule: As of any date of
      determination, the schedule of Mortgage Loans included in
      the Trust Fund. The initial schedule of Mortgage Loans as of
      the Cut-off Date is attached hereto as Exhibit C.
     
           Mortgage Loans: As of any date of determination, each
      of the mortgage loans identified on the Mortgage Loan
      Schedule (as amended pursuant to Section 2.03(b)) delivered
      and assigned to the Trustee pursuant to Section 2.01 or
      2.03(b), and not theretofore released from the Trust Fund by
      the Trustee.
            
           Mortgage Note: With respect to any Mortgage Loan, the
      note or other evidence of indebtedness (which may consist of
      a Confirmatory Mortgage Note) evidencing the indebtedness of
      a Mortgagor under such Mortgage Loan.
           
           Mortgage Pool: The aggregate of the Mortgage Loans
      identified in the Mortgage Loan Schedule.
      
           Mortgage Rate: The per annum rate of interest borne by
      a Mortgage Loan as set forth in the related Mortgage Note.
     
           Mortgaged Property: The property securing the Mortgage
      Note.
     
           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 for such Distribution Date over any
      Compensating Interest Payment for such date.
      
           Net Liquidation Proceeds: As to any Liquidated Mortgage
      Loan, the sum of (i) any Liquidation Proceeds therefor less
      the related Liquidation Expenses, and (ii) any Insurance
      Proceeds therefor, other than any such Insurance Proceeds
      applied to the restoration of the related Mortgaged
      Property.

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


                               16
<PAGE>


           Net Simple Interest Excess: As to any Distribution
      Date, (a) the excess, if any, of the aggregate amount of
      interest received on the Simple Interest Mortgage Loans
      during the related Collection Period, calculated in
      accordance with the Simple Interest Method, net of the
      related Servicing Fees, over (b) one month's interest at the
      weighted average (by Principal Balance) of the Net Mortgage
      Rates of the Simple Interest Mortgage Loans as of the first
      day of the related Interest Accrual Period, on the aggregate
      Principal Balance of such Simple Interest Mortgage Loans for
      such Distribution Date, carried to six decimal places,
      rounded down, and calculated on the basis of a 360-day year
      consisting of twelve 30-day months. For purposes of the
      foregoing, the amount of interest received in respect of the
      Simple Interest Mortgage Loans in any Collection Period
      shall be deemed (a) to include any Monthly Advances made by
      the Company for such Collection Period in respect of such
      Simple Interest Mortgage Loans, and (b) to be reduced by any
      reimbursements of Monthly Advances previously made by the
      Company in respect of such Simple Interest Mortgage Loans
      (or any related REO Mortgage Loans or Liquidated Mortgage
      Loans) for such Collection Period pursuant to Section
      3.04(v) or (vii).
      
          Net Simple Interest Shortfall: As to any Distribution
     Date, the excess, if any, of (a) one month's interest at the
     weighted average (by Principal Balance) of the Net Mortgage
     Rates of the Simple Interest Mortgage Loans as of the first
     day of the related Interest Accrual Period, on the aggregate
     Principal Balance of such Simple Interest Mortgage Loans for
     such Distribution Date, carried to six decimal places,
     rounded down, and calculated on the basis of a 360-day year
     consisting of twelve 30-da months, over (b) the aggregate
     amount of interest received on the Simple Interest Mortgage
     Loans during the related Collection Period, calculated in
     accordance with the Simple Interest Method, net of the
     related Servicing Fees. For purposes of the foregoing, the
     amount of interest received in respect of the Simple
     Interest Mortgage Loans in any Collection Period shall be
     deemed (a) to include any Monthly Advances made by the
     Company for such Collection Period in respect of such Simple
     Interest Mortgage Loans, and (b) to be reduced by any
     reimbursements of Monthly Advances previously made by the
     Company in respect of such Simple Interest Mortgage Loans
     (or any related REO Mortgage Loans or Liquidated Mortgage
     Loans) for such Collection Period pursuant to Section
     3.04(v) or (vii).
       
          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-permitted Foreign Holder: As defined in Section
     5.02(b).
         
          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 


                               17
<PAGE>


     reasonable judgment of the Company (or, as applicable, the
     Trustee) will not be ultimately recoverable from related Net
     Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
     otherwise. The determination by the Company that it has made
     a Nonrecoverable Advance or that any advance, if made, would
     constitute a Nonrecoverable Advance, shall be evidenced by
     an Officer's Certificate of the Company delivered to the
     Trustee and detailing the reasons for such determination.
       
          Nonrecoverable Advance Reimbursement: As to each
     Distribution Date, the amount, if any, by which the Mortgage
     Loan Payment Record has been debited pursuant to clause
     (vii) of Section 3.04 after the second preceding
     Determination Date and on or prior to the immediately
     preceding Determination Date.
      
          Non-U.S. Person: As defined in Section 4.02(c).
       
          Notional Certificate: Any Class S Certificate.
       
          Notional Principal Balance: As to any Distribution Date
     and the Class S Certificates, the aggregate Principal
     Balance of the Outstanding Mortgage Loans as of the end of
     the calendar month immediately preceding the related
     Collection Period, as reduced by the amount of any Voluntary
     Principal Prepayment in full received on or prior to the
     fifteenth day of such Collection Period. As to any
     Distribution Date and any Class S Certificate, such
     Certificate's Percentage Interest of the aggregate Notional
     Principal Balance of the Class S Certificates for such
     Distribution Date.
       
          Officer's Certificate: A certificate signed by the
     President, a Senior Vice President or a Vice President of
     the Company and delivered to the Trustee.
      
          Opinion of Counsel: A written opinion of counsel, who
     may be counsel for the Company; provided, however, that any
     Opinion of Counsel with respect to the interpretation or
     application of the REMIC Provisions or the status of an
     account as an Eligible Account shall be the opinion of
     independent counsel satisfactory to the Trustee.
            
          Original Subordinate Principal Balance: As set forth in
     the definition of Senior Prepayment Percentage.
      
          Original Value: The value of the property underlying a
     Mortgage Loan based, in the case of the purchase of the
     underlying Mortgaged Property, on the lower of an appraisal
     satisfactory to the Company or the sales price of such
     property or, in the case of a refinancing, on an appraisal
     satisfactory to the Company.
      
          Outstanding Mortgage Loan: With respect to any date of
     determination, a Mortgage Loan which, prior to such 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).


                               18
<PAGE>


          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;

               (v)   money market or common trust funds rated by
          each Rating Agency in its highest short-term rating
          category; and


                               19
<PAGE>


               (vi)  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.

          Permitted Senior Lien: As defined in Section 3.01.

          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.
          
          Pool Principal Balance: With respect to any
     Distribution Date, the aggregate Principal Balance of all
     the Mortgage Loans that were Outstanding Mortgage Loans as
     of the related Collection Period (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 2.00% per annum in the first month, and increase by an
     additional 2.00% per annum in each month thereafter until
     the tenth month. At such time, the rate remains constant at
     20% per annum each month for the balance of the remaining
     term.
           
          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 Principal Balance for such Distribution Date, equals or
     exceeds (y) such percentage calculated as of the Closing
     Date.

          Prepayment Interest Excess: As to any Voluntary
     Principal Prepayment in full received from the first day
     through the fifteenth day of any calendar month (other than
     the calendar month in which the Cut-off Date occurs) on any
     Self-Amortizing Mortgage Loan, 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 Self-Amortizing Mortgage Loan serviced 


                               20
<PAGE>


     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.

          Prepayment Premium: As to any Mortgage Loan in respect
     of which a Principal Prepayment is received, any premium
     paid by the related Mortgagor in connection with such
     Principal Prepayment.
           
          Primary Servicer: Any servicer with which the Company
     has entered into a servicing agreement, as described in
     Section 3.01(e).

          Principal Balance: As to any Self-Amortizing Mortgage
     Loan and Distribution Date, the unpaid principal balance of
     such Mortgage Loan as specified in the amortization schedule
     at the time relating thereto as of the month preceding the
     month of such Distribution Date (or, in the case of the
     first Distribution Date, as of the Cut-off Date), before
     giving effect to any scheduled payments of principal due
     during such month and after giving effect to any principal
     prepayments in part received prior to such month and any
     principal prepayments in full received through and including
     the 15th day of such month. As to any Simple Interest
     Mortgage Loan and Distribution Date, the unpaid principal
     balance thereof as of the calendar month preceding the month
     of such Distribution Date, before giving effect to any
     regularly scheduled payment due during such month and after
     giving effect to any principal prepayments in part received
     prior to such month and any principal prepayments in full
     received through and including the 15th day of such month.
     As to any Mortgage Loan and the Cut-off Date, the "unpaid
     balance" thereof specified in the initial Mortgage Loan
     Schedule.

          Principal Only Certificate: Any Class R1 or Class R2
     Certificate.

          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), but
     not including any Early Installment) which is received in
     advance of its scheduled Due Date and is not accompanied by
     an amount of interest representing scheduled interest for
     any month subsequent to the month of prepayment.


                               21
<PAGE>

           
          Private Placement Memorandum: The private placement
     memorandum relating to the Restricted Junior Certificates
     dated June 23, 1998.

          Prohibited Transaction Exemption: The U.S. Department
     of Labor Prohibited Transaction Exemption 90-32 (55 Fed.
     Reg. 23147, June 6, 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
     (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 any primary
     mortgage insurance policy, if any, or any other insurance
     policy with respect thereto, and (c) any amount required to
     satisfy or keep current a mortgage loan not included in the
     Trust Fund secured by a lien that is prior to the lien
     securing a Mortgage Loan.

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

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

          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 Moody's; except that for
     purposes of the Class M, Class B1, Class B2, Class B3 and
     Class B4 Certificates, Moody's shall be the sole Rating
     Agency.

          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 Net Liquidation Proceeds.
       


                               22
<PAGE>


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

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

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

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

          REMIC Provisions: Provisions of the federal income tax
     law relating to real estate mortgage investment conduits,
     which appear at sections 860A through 860G of Part IV of
     Subchapter M of Chapter 1 of the Code, and related
     provisions, and U.S. Department of the Treasury temporary or
     final regulations promulgated thereunder, as the foregoing
     may be in effect from time to time, as well as provisions of
     applicable state laws.
           
          REO Mortgage Loan: Any Mortgage Loan which is not a
     Liquidated Mortgage Loan and as to which the related
     Mortgaged Property is held as part of the Trust Fund.
           
          REO Proceeds: Proceeds, net of any related expenses of
     the Company, received in respect of any REO Mortgage Loan
     (including, without limitation, proceeds from the rental of
     the related Mortgaged Property).
           
          Residual Certificate: Any Class R1 or Class R2
     Certificate.

          Responsible Officer: When used with respect to the
     Trustee, any officer or assistant officer assigned to and
     working in the Corporate Trust Office 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 S Certificate.

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

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

          Second Lien Combined Loan-to-Value Ratio: As to any
     Second Mortgage Loan, the ratio, expressed as a percentage,
     that the sum of the original principal balance of such
     Second Mortgage Loan and the then current principal balance
     of the related first priority mortgage bears to the
     appraised value of the related Mortgaged Property at the
     time such Second Mortgage Loan was originated (or if the
     proceeds of such Second Mortgage Loan are used to refinance
     an existing mortgage loan, an appraisal that is less than
     six months old).

          Second Mortgage Loan: Any Mortgage Loan secured by a
     second lien on the related Mortgage Property.

          Self-Amortizing Mortgage Loan: Any Mortgage Loan other
     than a Simple Interest Mortgage Loan.

          Senior Certificate: Any Class A1, Class A2, Class A3,
     Class A4, Class A5, Class A6, Class A7, Class R1 or Class R2
     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.

          Senior Percentage: As to any Distribution Date, the
     lesser of (i) 100% and (ii) the percentage (carried to six
     places rounded up) obtained by dividing the Senior
     Certificate Principal Balance immediately prior to such
     Distribution Date by an amount equal to the sum of the
     Certificate Principal Balances of all the Certificates
     immediately prior to such Distribution Date.
           
          Senior Prepayment Percentage: For any Distribution Date
     occurring prior to the fifth anniversary of the first
     Distribution Date, 100%. For any Distribution Date occurring
     on or after the fifth anniversary of the first Distribution
     Date, an amount as follows:
           

          (i)   for any Distribution Date subsequent to June 2003
                to and including the Distribution Date in June
                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 June 2004
                to and including the Distribution Date in June
                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 June 2005
                to and including the Distribution Date in June
                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 June 2006
                to and including the Distribution Date in June
                2007, the Senior Percentage for such Distribution
                Date plus 20% of the Junior Percentage for such
                Distribution Date; and


                               24
<PAGE>


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

      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 if, as of the last day of the month preceding
      such Distribution Date, (i) the aggregate Principal Balance
      of Mortgage Loans delinquent 60 days or more (including for
      this purpose any Mortgage Loans in foreclosure and REO
      Mortgage Loans) as a percentage of the aggregate Class
      Certificate Principal Balance of the Junior Certificates as
      of such date, does not exceed 50%, and (ii) cumulative
      Realized Losses with respect to the Mortgage Loans do not
      exceed (a) 30% of the aggregate Class Certificate Principal
      Balance of the Junior Certificates as of the Closing Date
      (the "Original Subordinate Principal Balance") if such
      Distribution Date occurs between and including July 2003
      and June 2004, (b) 35% of the Original Subordinate
      Principal Balance if such Distribution Date occurs between
      and including July 2004 and June 2005, (c) 40% of the
      Original Subordinate Principal Balance if such Distribution
      Date occurs between and including July 2005 and June 2006,
      (d) 45% of the Original Subordinate Principal Balance if
      such Distribution Date occurs between and including July
      2006 and June 2007 and (e) 50% of the Original Subordinate
      Principal Balance if such Distribution Date occurs during
      or after July 2007.

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

          (i)   the Senior Percentage of all payments of principal
                received on the Mortgage Loans during the related
                Collection Period, other than payments of
                principal described in clauses (ii) through (v);

          (ii)  the Senior Prepayment Percentage of all principal
                prepayments in part (other than Early
                Installments) received with respect to
                Self-Amortizing Mortgage Loans during the related
                Prepayment Period, together with the Senior
                Prepayment Percentage of the Principal Balance of
                each Mortgage Loan which was the subject of a
                Voluntary Principal Prepayment in full during the
                related Prepayment Period;

          (iii) the Senior Prepayment 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 any related insurance policy, in each case
                during the related Prepayment Period;

          (iv)  the Senior Prepayment Percentage of the 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


                               25
<PAGE>


          (v)   the Senior Prepayment Percentage of the
                Substitution Amount for any Mortgage Loan
                substituted during the month of such Distribution
                Date,

          minus the product of the Senior Percentage for such
          Distribution Date and the amount, if any, by which
          Available Funds for such Distribution Date has been
          reduced pursuant to clause second of the last sentence
          of the definition of Available Funds.

          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 Transition Date: The Distribution Date on which
     the Class Certificate Balance of each Class of Senior
     Certificates (other than the Class A7 Certificates) is
     reduced to zero.
 
          Servicer's Certificate: A certificate, completed by and
     executed on behalf of the Company by a Servicing Officer in
     accordance with Section 4.06, substantially in the form of
     Exhibit D hereto or in such other form as the Company and
     the Trustee shall agree.
           
          Servicing Fee: As to any Mortgage Loan and Distribution
     Date, an amount equal to the product of (i) the Principal
     Balance of such Mortgage Loan for the related Distribution
     Date and (ii) the Servicing Fee Rate for such Mortgage Loan.
           
          Servicing Fee Rate: As to any Mortgage Loan, 0.50% per
     annum.

          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.
           
          Simple Interest Excess Amount: As to any Distribution
     Date, an amount (not less than zero) equal to the aggregate
     of any Net Simple Interest Excess paid to the Company for
     prior Distribution Dates, less the aggregate of any Simple
     Interest Shortfall Payments made by the Company for prior
     Distribution Dates.
           
          Simple Interest Method: The method of allocating a
     payment to principal and interest, pursuant to which the
     portion of such payment that is allocated to interest is
     equal to the product of the fixed rate of interest
     multiplied by the unpaid principal balance multiplied by the
     period of time elapsed since the preceding payment of
     interest was made and divided by either 360 or 365, as
     specified in the related Mortgage Note, and the remainder of
     such payment is allocated to principal.


                               26
<PAGE>


          Simple Interest Mortgage Loan: Any Mortgage Loan under
     which the portion of a payment allocable to interest and the
     portion of such payment allocable to principal is determined
     in accordance with the Simple Interest Method.
           

          Simple Interest Shortfall Payment: With respect to any
     Distribution Date, an amount equal to any Net Simple
     Interest Shortfall for such Distribution Date; provided,
     however, that such amount shall not exceed the sum of (i)
     the Simple Interest Excess Amount for such Distribution Date
     and (ii) the aggregate of the Servicing Fees that the
     Company would be entitled to retain on such Distribution
     Date with respect to the Mortgage Loans (less any portion
     thereof paid as servicing compensation to any Primary
     Servicer) without giving effect to any Simple Interest
     Shortfall Payment, but after giving effect to any
     Compensating Interest Payment.

          Simple Interest Shortfall Percentage: As to each Class
     of Certificates and any Distribution Date, the fraction,
     expressed as a percentage carried to six decimal places, the
     numerator of which is the amount of Accrued Certificate
     Interest for such Class for such Distribution Date and the
     denominator of which is the aggregate amount of Accrued
     Certificate Interest for all Classes of Certificates for
     such Distribution Date.
           

          Single Certificate: A Certificate with an Initial
     Certificate Principal Balance, or Notional Principal
     Balance, of $1,000, or, in the case of a Class of
     Certificates issued with an initial Class Certificate
     Principal Balance or 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:
           
          (1)  normal wear and tear;

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

          (3)  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 $1,944,237 minus the sum of (i)
      the aggregate amount of Special Hazard Losses that 


                               27
<PAGE>


     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).
           
          Startup Day: As defined in Section 2.06(c).

          Strip Rate: With respect to the Class S Certificates
     and any Distribution Date, a variable rate per annum equal
     to the excess of (x) the Weighted Average Net Mortgage Rate
     over (y) the weighted average (by Certificate Principal
     Balance) of the Certificate Interest Rates of the
     Certificates (other than the Class S Certificates) for such
     Distribution Date.
           
          Subordinate Certificates: As to any date of
     determination, first, the Class B5 Certificates until the
     Class Certificate Principal Balance thereof has been reduced
     to zero; second, the Class B4 Certificates until the Class
     Certificate Principal Balance thereof has been reduced to
     zero; third, the Class B3 Certificates until the Class
     Certificate Principal Balance thereof has been reduced to
     zero; fourth, the Class B2 Certificates until the Class
     Certificate Principal Balance thereof has been reduced to
     zero; fifth, the Class B1 Certificates until the Class
     Certificate Principal Balance thereof has been reduced to
     zero; and sixth, the Class M Certificates until the Class
     Certificate Principal Balance thereof has been reduced to
     zero.

          Subordinate Certificate Writedown Amount: As to any
     Distribution Date, the amount by which (i) the sum of the
     Class Certificate Principal Balances of all the


                               28
<PAGE>


     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 Principal Balance on the first day of the month of
     such Distribution Date.

          Substitution Amount: With respect to any Mortgage Loan
     substituted pursuant to Section 2.03(b), the excess of (x)
     the Principal Balance of the Mortgage Loan that is
     substituted for, over (y) the Principal Balance of the
     related substitute Mortgage Loan, each balance being
     determined as of the date of substitution.
           
          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 its successors in
     interest, or if GECC 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 GECC is downgraded or withdrawn by Fitch or
     Moody's below their two highest rating categories or such
     rating is withdrawn, (iii) if GECC is no longer obligated
     pursuant to the terms of the support agreement, dated as of
     October 1, 1990, between GECC 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;

               (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 hazard insurance policies required by
          Section 3.06 in respect of the Mortgage Loans;


                               29
<PAGE>


               (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); and

               (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).

          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), the amount, if
      any, by which the aggregate of the Class Interest
      Shortfalls for such Class for prior Distribution Dates is
      in excess of the aggregate amounts distributed on prior
      Distribution Dates to Holders of such Class of Certificates
      pursuant to Section 4.01(a)(ii), in the case of the Senior
      Certificates (other than any Class of Principal Only
      Certificates), and the Class S Certificates, Section
      4.01(a)(iv), in the case of the Class M Certificates,
      Section 4.01(a)(vi), in the case of the Class B1
      Certificates, Section 4.01(a)(viii), in the case of the
      Class B2 Certificates, Section 4.01(a)(x), in the case of
      the Class B3 Certificates, Section 4.01(a)(xii), in the
      case of the Class B4 Certificates, and Section
      4.01(a)(xiv), in the case of the Class B5 Certificates.

          Unpaid Net Simple Interest Shortfall: As to any
     Distribution Date, the excess, if any, of the Net Simple
     Interest Shortfall for such Distribution Date over the
     Simple Interest Shortfall Payment for such Distribution
     Date.
           
          Upper Tier REMIC: One of the two separate REMICs
     comprising the Trust Fund, the assets of which consist of
     the Lower Tier Interests.

          Voluntary Principal Prepayment: With respect to any
     Distribution Date, any prepayment in full of principal
     received from the related Mortgagor on any Mortgage Loan,
     and any Principal Prepayment in part received from the
     related Mortgagor on a Self-Amortizing Mortgage Loan.


                               30
<PAGE>


          Voting Rights: The portion of the voting rights of all
     the Certificates that is allocated to any Certificate for
     purposes of the voting provisions of Section 10.01. At all
     times during the term of this Agreement, 6% of all Voting
     Rights shall be allocated to the Certificates other than the
     Class S Certificates and 94% of all Voting Rights shall be
     allocated to the Class S Certificates. Voting Rights
     allocated to the Class S Certificates shall be allocated
     among the Certificates of such Class in proportion to their
     Notional Principal Balances. Voting Rights allocated to the
     other Classes of Certificates shall be allocated among such
     Classes (and among the Certificates within each such Class)
     in proportion to their Class Certificate Principal Balances
     (or Certificate Principal Balances), as the case may be.

          Weighted Average Net Mortgage Rate: As to any
     Distribution Date, a variable rate per annum equal to the
     weighted average (by Principal Balance) carried to six
     decimal places, rounded down, of the Net Mortgage Rates of
     the Outstanding Mortgage Loans as of the first day of the
     related Collection Period (or the Cut-off Date, in the case
     of the first Distribution Date); provided, however, that
     such calculation shall not include any Mortgage Loan that
     was the subject of a Voluntary Principal Prepayment in full
     received by the Company (or of which the Company received
     notice, in the case of a Mortgage Loan serviced by a Primary
     Servicer) on or after the first day but on or before the
     15th day of the month that constitutes such Collection
     Period.

                           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
on and after the Cut-off Date.
                          
          (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 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


                               31
<PAGE>


               Company or may show a complete chain of
               endorsement from the named payee to the Company;

                    (ii)  Any assumption and modification
               agreement; and

                    (iii) An assignment in recordable form (which
               may be included in a blanket assignment or
               assignments) of the Mortgage 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.

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

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

               (i)   the Mortgage with evidence of recording
          indicated thereon;

               (ii)  other than as to any Mortgage Loan identified
          on Exhibit M hereto, a copy of the title insurance
          policy; and

               (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.

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) other than as to any Mortgage Loan identified on Exhibit M
hereto, title insurance binders with respect to the Mortgage
Loans. (The copies of the Mortgage, intervening assignments of
Mortgage, if any, and title insurance binder, if any, described
in the preceding sentence 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 


                               32
<PAGE>


notice or knowledge of a Trigger Event. In
addition, when the Company or the Trustee obtains actual notice
or knowledge of a Trigger Event it shall deliver to the Trustee
copies of all title insurance policies for all of the outstanding
Mortgage Loans. 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) unless the Company or the Trustee obtains actual
notice or knowledge of the occurrence of any Trigger Event;
provided, however, that such recording 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 information
in the assignments of the Mortgages to the Trustee and shall
cause the same to be recorded, at the Company's expense, in the
appropriate public office for real property records, except that
the Company need not cause to be so completed and recorded any
assignment 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 the assignment of
Mortgages in the circumstances provided above, the Trustee shall
record or cause to be recorded such assignment at the expense of
the Company. In connection with the recording of any such
assignment, the Company shall furnish such documents as may be
reasonably necessary to accomplish such recording.
Notwithstanding the foregoing, at any time the Company may
record, or cause to be recorded, the assignments of Mortgages 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, 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


                               33
<PAGE>

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

          Upon receipt by the Trustee of the Mortgage Note with
respect to a Designated Loan that is not defective in accordance
with the fifth sentence of the preceding paragraph, the


                               34
<PAGE>


related Lost Note Affidavit delivered pursuant to Section 2.01
shall be void and the Trustee shall return it to the Company.

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

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

               (ii)  As of the date of the initial issuance of the
          Certificates, each Mortgage is a valid and enforceable
          lien on the property securing the related Mortgage Note
          subject only to (a) the lien of any related first
          mortgage, if any, (b) the lien of current real property
          taxes and assessments, (c) 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 (d) 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; any first mortgage loan
          prior to the related Mortgage Loan encumbering the
          related Mortgaged Property does not have a mandatory
          future advance provision;

               (iii) Each Mortgaged Property consists of one- to
          four-family residential real property, which does not
          include cooperatives, mobile homes, or manufactured
          homes that do not constitute real property in the
          jurisdiction in which such Mortgaged Property is
          located;

               (iv)  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;

               (v)   As of the Cut-off Date, no payment of
          principal of or interest on or in respect of any
          Mortgage Loan is more than 30 days past due, and no
          more than 11.10% of the Mortgage Loans (by Principal
          Balance) have been past due 30 or more days more than
          once during the preceding 12 months;

               (vi)  A title search was conducted at the
          origination of each Mortgage Loan and such search did
          not show any lien on the related Mortgaged Property
          senior to the related Mortgage other than any related
          first mortgage and other liens and encumbrances
          typically acceptable to mortgage lenders generally;


                               35
<PAGE>

               (vii) As of the date of the initial issuance of
          the Certificates, 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
          applicable title insurance policy;

               (viii)As of the date of the initial issuance of
          the Certificates, there is no delinquent tax or
          assessment lien against the property subject to any
          Mortgage;

               (ix)  The Company has not received a notice of
          default or acceleration of any first mortgage loan or
          any Mortgage Loan secured by the Mortgaged Property
          which has not been cured by a party other than the
          Company;

               (x)   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;

               (xi)  As of the date of the initial issuance of the
          Certificates, the physical property subject to any
          Mortgage is free of material damage and is in good
          repair;

               (xii) 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;

               (xiii)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 other
          than any Mortgage Loan identified on Exhibit M hereto,
          and each such policy or binder is valid and remains in
          full force and effect;

               (xiv) The Mortgage Rate of each Mortgage Note of a
          Mortgage Loan was not less than 7.05% per annum;

               (xv)  As of the Cut-off Date, not less than 93.76%
          of the Mortgage Loans, by aggregate Principal Balance,
          are Self-Amortizing Mortgage Loans and not more than
          6.24% of the Mortgage Loans, by aggregate Principal
          Balance are Simple Interest Mortgage Loans; and, in
          each case, the Mortgage Rate with respect to each
          Mortgage Loan is fixed at the time of origination of
          the related Mortgage;

               (xvi) As of the Cut-off Date, not less than 77.88%
          of the Mortgage Loans, by aggregate Principal Balance,
          are level payment, fully amortizing Mortgage Loans and
          not more than 22.12% of the Mortgage Loans, by
          aggregate Principal 


                               36
<PAGE>


          Balance are Balloon Mortgage Loans; and, in each case,
          the Mortgage Rate with respect to each Mortgage Loan is
          fixed at the time of origination thereof;

               (xvii)If the Mortgaged Property was located in a
          federally designated special flood hazard area at the
          time of origination of the Mortgage Loan, it was
          covered by flood insurance at such time in an amount
          required by FEMA guidelines;

               (xviii)The Mortgage Loans were originated in
          accordance with the underwriting procedures of the
          Company as described under the caption "The Home Equity
          Loan Program" in the prospectus supplement, dated June
          23, 1998, relating to the registration statement on
          Form S-3 under the Securities Act of 1933, as amended,
          Registration No. 333-51151, filed by the Company with
          the Securities and Exchange Commission in connection
          with the offer and sale of the Certificates (other than
          the Class S Certificates);

               (xix) As of the date of the initial issuance of
          the Certificates, no Mortgage Note is secured by any
          collateral, pledged account or other security except
          the lien of the corresponding Mortgage;

               (xx)  As of the Cut-off Date, no more than 7.44% of
          the Second Mortgage Loans had a Second Lien Combined
          Loan-to-Value Ratio at origination in excess of 72.25%;

               (xxi) The Servicing Fee Rate for each Mortgage
          Loan is 0.50% per annum;

                  (xxii) As of the date of the initial issuance
           of the Certificates, each Mortgage Note, the related
           Mortgage and each other agreement executed in
           connection therewith is a legal, valid and binding
           obligation of the parties thereto, enforceable in
           accordance with its terms, except as such enforcement
           may be limited by bankruptcy, insolvency,
           reorganization or other similar laws effecting the
           enforcement of creditors' rights generally and by
           general equity principals (regardless of whether such
           enforcement is considered in equity or at law);

                  (xxiii) As of the date of the initial issuance
           of the Certificates, each Mortgage contains customary
           and enforceable provisions which render the rights and
           remedies of the holder thereof adequate for the
           realization against the related Mortgaged Property of
           the benefits of the security including (A) in the case
           of a Mortgage designated as a deed of trust, by
           trustee's sale and (B) otherwise by judicial
           foreclosure. To the best of the Company's knowledge,
           there is no homestead or other exemption available to
           the related Mortgagor that would materially interfere
           with the right to sell the related Mortgaged Property
           at a trustee's sale or the right to foreclose the
           related mortgage.


                               37
<PAGE>


               (xxiv)As of the date of the initial issuance of
          the Certificates, the improvements on the Mortgaged
          Properties are insured against loss under a hazard
          insurance policy with extended coverage representing
          coverage not less than the least of (A) the outstanding
          principal balance of the related Mortgage Loan
          (together, in the case of a second mortgage loan, with
          the outstanding principal balance of the related senior
          lien), (B) the minimum amount required to compensate
          for damage or loss on a replacement cost basis or (C)
          the full insurable value of the Mortgaged Property. As
          of the date of initial issuance of the Certificates,
          all such insurance policies are in full force and
          effect;

               (xxv) As of the Cut-off Date, no Mortgage Loan had
          a Principal Balance of more than $450,000;

               (xxvi)As of the Cut-off Date, no more than 0.45%
          of the Mortgage Loans, by Principal Balance, are
          secured by Mortgaged Properties located in any one
          postal zip code area;

               (xxvii)As of the Cut-off Date, none of the
          Mortgage Loans constituted Buydown Mortgage Loans;

               (xxviii)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;

               (xxix)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;

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

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

          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


                               38
<PAGE>


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)(xii) occurs as a result of a
violation of the federal Truth in Lending Act, 15 U.S.C. ss. 1601
et seq., as amended ("TILA") or any state truth-in-lending or
similar statute, and the Trustee or 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 other 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 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 Principal Balance of the Defective Mortgage Loan as
of such date (the amount of any difference, plus one month's
interest thereon at the respective Net Mortgage Rate, to be
deposited by the Company in the Certificate Account pursuant to
Section 2.02), (b) have a Mortgage Rate not less than, and not
more than one percentage point greater than, the Mortgage Rate of
the Defective Mortgage Loan, (c) have the same Net Mortgage Rate
as the Defective Mortgage Loan, (d) have a remaining term to
stated maturity not later than, and not more than one year less
than, the remaining term to stated maturity of the Defective
Mortgage Loan, (e) be, in the reasonable determination of the
Company, of the same type, quality and character as the Defective
Mortgage Loan as if the defect or breach had not occurred, (f)
have a ratio of its current principal amount to its Original
Value not greater than that of the removed Mortgage


                               39
<PAGE>


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.

          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. The REMICs. (a) For federal income tax
purposes, the Trust Fund shall consist of two REMICs, the Lower
Tier REMIC and the Upper Tier REMIC. The Certificates, other than
the Class R1 Certificate, shall be issued by the Upper Tier
REMIC, and the Class R1 Certificate shall be issued by the Lower
Tier REMIC. The Lower Tier REMIC shall be evidenced by the Class
R1 Certificate and the regular interests having the
characteristics and terms set forth in the following table, which
interests (other than the Class R1 Certificate) shall be issued
by the Lower Tier REMIC to the Trustee. The Lower Tier Interests
and the proceeds thereof shall be assets of the Upper Tier REMIC.
Principal of and interest on the Lower Tier Interests shall be
allocated to the Corresponding Classes of Certificates in the
manner set forth in the following table.


                               40
<PAGE>


                                             Corresponding Class of
                                                Certificates(1)

                                   Lower Tier   Allocation   
 Lower Tier        Initial Lower     Interest     of      Allocation of 
  Interest           Tier Balance     Rate      Principal    Interest      
  --------           ------------     ----      ---------    --------      

     A1              $59,500,000.00    (2)         A1          (3)
     A2              21,500,000.00     (2)         A2          (3)
     A3              27,600,000.00     (2)         A3          (3)
     A4              13,400,000.00     (2)         A4          (3)
     A5              15,100,000.00     (2)         A5          (3)
     A6              23,478,000.00     (2)         A6          (3)
     A7              17,800,000.00     (2)         A7          (3)
     M               4,861,000.00      (2)          M          (3)
     B1              4,375,000.00      (2)         B1          (3)
     B2              1,945,000.00      (2)         B2          (3)
     B3              1,945,000.00      (2)         B3          (3)
     B4              1,459,000.00      (2)         B4          (3)
     B5              1,459,719.67      (2)         B5          (3)
     R2                    500.00      (4)         R2         (4)


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

(1)  Unless otherwise indicated, the amount of interest and
     principal allocable from a Lower Tier Interest to its
     Corresponding Class or Classes of Certificates on any
     Distribution Date shall be 100%.

(2)  Each of Lower Tier Interests A1, A2, A3, A4, A5, A6, A7, M,
     B1, B2, B3, B4 and B5 shall bear interest at a rate equal to
     the Weighted Average Net Mortgage Rate.

(3)  For each Interest Accrual Period, the interest accrued on
     each of Lower Tier Interests A1, A2, A3, A4, A5, A6, A7, M,
     B1, B2, B3, B4 and B5 will be allocated as follows: (i) an
     amount equal to the Accrued Certificate Interest for such
     Interest Accrual Period for the Class of Certificates having
     an identical alphabetical and numerical designation shall be
     allocable to such Class, and (ii) an amount equal to the
     excess of the interest accrued on such Lower Tier Interest
     over the amount allocated in clause (i) above shall be
     allocated to the Class S Certificates.

(4)  Lower Tier Interest R2 shall bear interest at a rate equal
     to the product of (x) 2 and (y) the Weighted Average Net
     Mortgage Rate.

          (b) The Lower Tier Interests shall be issued as
non-certificated interests. The Class R1 Certificate shall be
issued in fully registered certificated form and shall be
executed and countersigned as provided in Section 5.01 hereof.

          (c) For purposes of further identifying the terms of
the Lower Tier Interests, distributions of principal and interest
on each Class of Lower Tier Interests shall be considered to
correspond, in timing and aggregate amount, to the distributions
of principal and interest,


                               41
<PAGE>


respectively, made under Section 4.01 on the Corresponding
Classes of Certificates, and allocations of losses on each Class
of Lower Tier Interests shall be considered to correspond, in
timing and aggregate amount, to the allocations of losses made
under Section 4.03 on the Corresponding Classes of Certificates.

          (d) On each Distribution Date, in addition to amounts
otherwise distributable thereon pursuant to Section 4.01, the
Trustee shall distribute to the holder of the Class R1
Certificate any amounts (other than the amounts described in
clauses (x) and (y) of the definition of Available Funds)
remaining in the Lower Tier REMIC after all amounts required to
be applied pursuant to Section 2.05(c) have been so applied. Any
distributions pursuant to this clause (d) shall not reduce the
Certificate Principal Balance of the Class R1 Certificate.

          Section 2.06. Designations under the REMIC Provisions.
(a) The Company hereby designates the Lower Tier Interests
identified in Section 2.05(a) above as "regular interests," and
the Class R1 Certificate as the single class of "residual
interests," in the Lower Tier REMIC for purposes of the REMIC
Provisions.
 
          (b) 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 R2
Certificate as the single class of "residual interests," in the
Upper Tier REMIC for purposes of the REMIC Provisions.

          (c) The Closing Date will be the "Startup Day" for each
of the Upper Tier REMIC and Lower Tier REMIC for purposes of the
REMIC Provisions.

          (d) The "tax matters person" with respect to the Upper
Tier REMIC for purposes of the REMIC Provisions shall be (i) the
Company, if the Company is the owner of a Class R2 Certificate,
or (ii) in any other case, the beneficial owner of the Class R2
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 R2 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 Upper Tier REMIC for purposes of the REMIC
Provisions.

          The "tax matters person" with respect to the Lower Tier
REMIC for purposes of the REMIC Provisions shall be (i) the
Company, if the Company is the owner of a Class R1 Certificate,
or (ii) in any other case, the beneficial owner of the Class R1
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 R1 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 Lower Tier REMIC for purposes of the REMIC
Provisions.

          (e) The "latest possible maturity date" of the regular
interests in the Upper Tier REMIC and Lower Tier REMIC is the
Latest Maturity Date for purposes of section 860G(a)(1) of the
Code.


                               42
<PAGE>

                           ARTICLE III

                   ADMINISTRATION AND SERVICING
                         OF MORTGAGE LOANS

          Section 3.01. Company to Act as Servicer. (a) It is
intended that each of the Upper Tier REMIC and the Lower Tier
REMIC established hereunder shall constitute, and that the
affairs of the REMICs shall be conducted so as to qualify each of
the Upper Tier REMIC and the Lower Tier REMIC (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 each of the Upper Tier REMIC and
the Lower Tier REMIC established hereunder and the respective
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 each of the Upper Tier REMIC and the Lower Tier
           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 each of the Upper Tier REMIC and the
           Lower Tier 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 each of the Upper Tier REMIC and the Lower
           Tier REMIC established hereunder, to be treated as a
           REMIC, and make the appropriate designations, if
           applicable, in accordance with Section 2.06 hereof on
           the federal tax return of the Trust Fund for its first
           taxable year (and, if necessary, under applicable state
           law);


                               43
<PAGE>


                  (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 and the Code, including without limitation,
           the calculation of any original issue discount using
           the Prepayment Assumption;

                   (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 each of the Upper Tier REMIC and the
          Lower Tier 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 either of the Upper
          Tier REMIC or the Lower Tier REMIC or that would
          subject the Trust Fund to tax;

                (viii)  exercise reasonable care not to allow
           the creation of any "interests" (A) in the Upper Tier
           REMIC within the meaning of section 860D(a)(2) of the
           Code in addition to the interests represented by the
           Classes of Certificates identified in Section 5.01(b)
           other than the Class R1 Certificate, and (B) in the
           Lower Tier REMIC within the meaning of Section
           860D(a)(2) of the Code in addition to the interests
           represented by the Lower Tier Interests identified in
           Section 2.05(a) and the Class R1 Certificate;

                 (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 either of the Upper Tier REMIC or the
           Lower Tier 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;


                               44
<PAGE>


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

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

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


                               45
<PAGE>


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. The Company shall service and administer the
Mortgage Loans with reasonable care, using that degree of skill
and attention that the Company exercises with respect to all
comparable home equity mortgage loans that it services for itself
or others, and that are generally accepted industry practice. The
Company shall follow its customary standards, policies and
procedures in performing its duties as servicer. 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. The Company shall not consent to the
placing of a lien senior to that of the Mortgage on the related
Mortgaged Property, except in the case of the refinancing of an
existing first mortgage loan on a Mortgaged Property and only if
all Loan Conditions have been satisfied (any such lien, a
"Permitted Senior Lien").

          In the event that foreclosure proceedings are commenced
with respect to any Mortgage Loan with respect to which the
Company or any Primary Servicer has consented to the placing of a
subsequent senior lien and such senior lien is not a Permitted
Senior Lien, the Company shall repurchase such Mortgage Loan on
the Deposit Date for the next Distribution Date following the
related Collection Period during which such foreclosure
proceedings were commenced. Such repurchase shall be accomplished
in the same manner and subject to the same conditions as set
forth in Section 2.02. Upon making any such repurchase the
Company shall be entitled to receive an instrument of assignment
or transfer from the Trustee to the same extent as set forth in
Section 2.02. For purposes of this Agreement, any such purchase
shall be deemed to be a prepayment of such Mortgage Loan. It is
understood and agreed that the obligation of the Company to
purchase any Mortgage Loan (or property acquired in respect
thereof or insurance policy or insurance proceeds with respect
thereto) pursuant to the second immediately preceding sentence
shall constitute the sole remedy against it respecting such
breach available to the Certificateholders or the Trustee and
such obligation shall survive any resignation or termination of
the Company under this Agreement.

          (c) 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.

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


                               46
<PAGE>


Company shall collect such amounts from the Mortgagor and shall
credit the Mortgage Loan Payment Record accordingly.

          (e) 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.

          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 with a Mortgagor a schedule for the payment
of principal and interest due and unpaid for a period extending
up to two years after the date such schedule is arranged. Any
arrangement of the sort described in clause (ii) above shall not
affect the amount or timing of the Company's obligation to make
Monthly Advances with respect to any Mortgage Loan which Monthly
Advances shall be made pursuant to the original amortization
schedule applicable to such Mortgage Loan.

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


                               47
<PAGE>


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

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

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

                  (v)   All REO Proceeds; and

                  (vi)  All Unanticipated Recoveries.

The foregoing requirements respecting credits to the Mortgage
Loan Payment Record are exclusive, it being understood that,
without limiting the generality of the foregoing, the Company
need not enter in the Mortgage Loan Payment Record collections,
Liquidation Proceeds or Insurance Proceeds in respect of Mortgage
Loans which have been previously released from the terms of this
Agreement, amounts representing fees, late charge penalties or
Prepayment Premiums 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.


                               48
<PAGE>


          (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 Moody's
of GECC's short-term senior unsecured debt rating below P1,
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 The First
National Bank of Chicago, in its individual capacity and not in
its capacity as Trustee, or represents an interest in its
Corporate Trust Short Term Investment Fund, may mature on such
Distribution Date; and, provided further, that no such Permitted
Investment shall be sold before the maturity thereof if the sale
thereof would result in the realization of gain prior to maturity
unless the Company has obtained an Opinion of Counsel that such
sale or disposition will not cause the Trust Fund to be subject
to the tax on prohibited transactions under section 860F of the
Code, or otherwise subject the Trust Fund to tax or cause either
of the Upper Tier REMIC or the Lower Tier REMIC established
hereunder to fail to qualify as a REMIC. The Trustee shall
maintain physical possession of all Permitted


                               49
<PAGE>


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. [Omitted].

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

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

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

                   (iv) To pay to the Company amounts received in 
            respect of any Defective Mortgage Loan or Defaulted 
            Mortgage Loan purchased by the Company to the extent 
            that the distribution of any such amounts on the 


                               50
<PAGE>


           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, including an REO Mortgage 
            Loan or Liquidated 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 for any
             Nonrecoverable Advance;

                (viii)  To make transfers of funds to the
             Certificate Account pursuant to Section 3.02(d); and
   
                  (ix) To deduct amounts 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. [Omitted].

          Section 3.06. Maintenance of Hazard Insurance. The
Company shall cause to be maintained for each Mortgage 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 (and, in the case of a
Second Mortgage Loan, on the related first mortgage loan),
whichever is less. The Company shall also maintain on property
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. 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


                               51
<PAGE>


Section 3.04. In cases in which property securing any Mortgage
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, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of
this Section 3.06, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company
shall, in the event that there shall not have been maintained on
the related Mortgaged Property a policy complying with the first
sentence of this Section 3.06, and there shall have been a loss
which would have been covered by such policy, credit to the
Mortgage Loan Payment Record the amount not otherwise payable
under the blanket policy because of such deductible clause.

          Section 3.07. Assumption and Modification Agreements.
(a) In any case in which property subject to a Mortgage has been
or is about to be conveyed by the Mortgagor, the Company shall
exercise its right to accelerate the maturity of such Mortgage
Loan under any "due-on-sale" clause applicable thereto; 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 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.


                               52
<PAGE>


          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 follow
such practices and procedures (including, in the case of any
default on a related senior mortgage loan, the advancing of funds
to correct such default) as it shall deem necessary or advisable
and as shall be normal and usual in its general home equity
mortgage loan servicing activities. The foregoing is subject to
the proviso that the Company shall not be required to expend its
own funds in connection with any foreclosure or towards the
restoration of any property unless it shall determine (i) that
such restoration or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Certificateholders after
reimbursement to itself for such expenses and (ii) that such
expenses will be recoverable to it either through Liquidation
Proceeds or Insurance Proceeds. Notwithstanding the foregoing,
the Company shall not be entitled to recover legal expenses
incurred in connection with foreclosure proceedings where the
Mortgage Loan is reinstated and such foreclosure proceedings are
terminated prior to completion, other than sums received from the
Mortgagor for such expenses.

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

          (b) In the event that title to any Mortgaged Property
is acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee, or to
its nominee on behalf of the Trust Fund. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage
Loan, such Mortgage Loan shall (except for purposes of Section
9.01) be considered to be an Outstanding Mortgage Loan until such
time as the Mortgaged Property shall be sold and such Mortgage
Loan becomes a Liquidated Mortgage Loan. Consistent with the
foregoing, for purposes of all calculations hereunder so long as
such Mortgage Loan shall be considered to be an Outstanding
Mortgage Loan, it shall be assumed that the related Mortgage Note
and its amortization schedule, if any, in effect on and after
such acquisition of title (after giving effect to any previous
Principal Prepayments) 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


                               53
<PAGE>


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 (in the
case of a Simple Interest Mortgage Loan, assuming payments are
made on the related Due Date). REO Proceeds received in any month
in excess of the Amortization Payment for such month due on an
REO Mortgage Loan shall be treated as a Principal Prepayment
received in respect of such Mortgage Loan.

          (c) In the event that the Trust Fund acquires any
Mortgaged Property as aforesaid or otherwise in connection with a
default or imminent default on a Mortgage Loan, the Company shall
dispose of such Mortgaged Property prior to the close of the
third calendar year after the year of its acquisition by the
Trust Fund unless (a) the Trustee shall have been supplied with
an Opinion of Counsel to the effect that the holding by the Trust
Fund of such Mortgaged Property subsequent to such period (and
specifying the period beyond such period for which the Mortgaged
Property may be held) will not result in the imposition of taxes
on "prohibited transactions" of the Trust Fund as defined in
section 860F of the Code, or cause either of the Upper Tier REMIC
or the Lower Tier 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 the period shall be extended by the applicable period.
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, 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 in the Collection Period relating to the Distribution Date
on which such amounts are to be distributed; and third, as a
recovery of principal of the Mortgage Loan. If the amount so
allocated to interest is less than the full amount of accrued and
unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated between the Servicing Fee and interest
at the Net Mortgage Rate in proportion to the amount of such
accrued interest which would have been allocated to each such
category in the absence of any shortfall.


                               54
<PAGE>


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

          In addition, subject to the provisions of the preceding
paragraph, the Company shall have the right to enter into an
agreement substantially in the form of Exhibit K hereto with any
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 


                               55
<PAGE>


be applied or returned to the Person entitled thereto
in accordance with the terms of such Buydown Mortgage Loan. Upon
receipt of such certification and request in form satisfactory to
the Trustee, the Trustee shall promptly, but in any event within
five Business Days, release the related Mortgage File to the
Company; provided, that the Trustee shall not be responsible for
any delay in the release of a Mortgage File resulting from acts
beyond its control, including without limitation, acts of God,
strikes, lockouts, riots, acts of war or terrorism, epidemics,
nationalization, governmental regulations imposed after the fact,
fire, communication line failures, computer viruses, power
failures, earthquakes or other disasters. Upon any such payment
in full, the Company is authorized to execute, pursuant to the
authorization contained in Section 3.01, an instrument of
satisfaction regarding such Mortgage, which instrument of
satisfaction shall be recorded by the Company if required by
applicable law and be delivered to the Person entitled thereto,
it being understood and agreed that no expenses incurred in
connection with such instrument of satisfaction shall be
reimbursed from amounts at the time credited to the Mortgage Loan
Payment Record. From time to time and as appropriate for the
servicing or foreclosure of any Mortgage Loan, 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 as provided in Section 4.08. Additional servicing
compensation in the form of Prepayment Interest Excess, Net
Simple Interest Excess, Prepayment Premiums, 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, 3.04 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 


                               56
<PAGE>


customary fee in accordance with the schedule set
forth as Exhibit H (which may be amended from time to time by
provision of a revised schedule of such fees to the Trustee,
whereupon such revised schedule shall be deemed to be Exhibit H
hereunder) for the additional services performed in connection
with such request, together with any related costs and expenses
incurred by it. Such fees shall be additional servicing
compensation to the Company.

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

          Section 3.12. Annual Statement as to Compliance. The
Company will deliver to the Trustee, on or before March 31 of
each year, beginning with March 31, 1999, an Officer's
Certificate stating that (a) a review of the activities of the
Company during the preceding calendar year and of its performance
under this Agreement has been made under such Officer's
supervision and (b) to the best of such Officer's knowledge,
based on such review, (i) the Company has fulfilled all its
material obligations under this Agreement throughout such year,
and (ii) no Trigger Event has occurred or, if there has been a
default in the fulfillment of any such obligation or Trigger
Event, specifying each such default or Trigger Event known to
such Officer and the nature and status thereof.

          Section 3.13. Annual Independent Public Accountants'
Servicing Report. On or before March 31 of each year, beginning
with March 31, 1999, the Company shall:
                          
          (a) furnish to a firm of independent public accountants
(which may also render other services to the Company) a statement
substantially to the effect that the Company has complied in all
material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers
(the "Minimum Servicing Standards") with respect to the mortgage
loans in the Company's home equity loan servicing portfolio 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 


                               57
<PAGE>


with applicable accounting standards. In rendering such report,
such firm may rely, as to matters relating to direct servicing of
Mortgage Loans by any primary servicer, upon comparable reports
of independent public accountants with respect to such primary
servicer.

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

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

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

                      PAYMENTS AND STATEMENTS

          Section 4.01. Distributions. (a) On each Distribution
Date, the Trustee shall withdraw the Available Interest 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 Interest Funds:
                          
                   (i)  to the Class S Certificates and each 
               Class  of Senior Certificates other than the 
               Class R1 and Class R2 Certificates, the 
               Accrued Certificate Interest thereon for
               such Distribution Date (less the applicable 
               Simple Interest Shortfall Percentage of any 
               Unpaid Net Simple Interest Shortfall for 
               such Distribution Date), any shortfall in 
               available amounts being allocated among such 
               Classes in


                               58
<PAGE>


               proportion to the amount of Accrued 
               Certificate Interest otherwise distributable 
               thereon;

                  (ii) to the Class S Certificates and each Class
               of Senior Certificates other than the Class R1 and
               Class R2 Certificates, any related Unpaid Class
               Interest Shortfall for such Distribution Date, any
               shortfall in available amounts being allocated
               among such Classes in proportion to the Unpaid
               Class Interest Shortfall for each such Class on
               such Distribution Date;

                 (iii)  to the Class M Certificates, the Accrued 
               Certificate Interest thereon for such 
               Distribution Date (less the applicable Simple 
               Interest Shortfall Percentage of any Unpaid 
               Net Simple Interest Shortfall for such 
               Distribution Date);

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

                   (v)  to the Class B1 Certificates, the Accrued 
               Certificate Interest thereon for such Distribution 
               Date (less the applicable Simple Interest Shortfall 
               Percentage of any Unpaid Net Simple Interest Shortfall 
               for such Distribution Date);

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

                 (vii)  to the Class B2 Certificates, the Accrued 
               Certificate Interest thereon for such Distribution 
               Date (less the applicable Simple Interest Shortfall 
               Percentage of any Unpaid Net Simple Interest Shortfall
               for such Distribution Date);

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

                 (ix)   to the Class B3 Certificates, the Accrued 
               Certificate Interest thereon for such Distribution 
               Date (less the applicable Simple Interest Shortfall 
               Percentage of any Unpaid Net Simple Interest Shortfall 
               for such Distribution Date);

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

                 (xi)   to the Class B4 Certificates, the Accrued
               Certificate Interest thereon for such Distribution Date 
               (less the applicable Simple Interest Shortfall Percentage 
               of any Unpaid Net Simple Interest Shortfall for such 
               Distribution Date);


                               59
<PAGE>


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

               (xiii)   to the Class B5 Certificates, the Accrued 
               Certificate Interest thereon for such Distribution 
               Date (less the applicable Simple Interest Shortfall 
               Percentage of any Unpaid Net Simple Interest Shortfall 
               for such Distribution Date); and

                (xiv)   to the Class B5 Certificates, any Unpaid
               Class Interest Shortfall therefor on such Distribution 
               Date.

          (b) On each Distribution Date, the Trustee shall
withdraw the Available Principal Funds from the Certificate
Account and shall make distributions to Holders of the
Certificates as of the preceding Record Date as follows:

                  (i)   the Senior Principal Distribution Amount for
          such Distribution Date shall be distributed to the
          Class A1, Class A2, Class A3, Class A4, Class A5, Class
          A6, Class A7, Class R1 and Class R2 Certificates, in
          reduction of the Class Certificate Principal Balances
          thereof, concurrently, as follows:

                    (a) to the Class A7 Certificates, the Class
               A7 Principal Distribution Amount, if any, for such
               Distribution Date, until the Class Certificate
               Principal Balance thereof has been reduced to
               zero; and

                    (b) to the Class A1, Class A2, Class A3,
               Class A4, Class A5, Class A6, Class R1 and Class
               R2 Certificates, an amount equal to the Senior
               Principal Distribution Amount for such
               Distribution Date less the Class A7 Principal
               Distribution Amount, if any, for such date, in the
               following order of priority:

                         (1) concurrently, to the Class R1 and
                    Class R2 Certificates, in proportion to their
                    respective Class Certificate Principal
                    Balances, until the Class Certificate
                    Principal Balances thereof have been reduced
                    to zero;

                         (2) to the Class A1 Certificates, until
                    the Class Certificate Principal Balance
                    thereof has been reduced to zero;

                         (3) to the Class A2 Certificates, until
                    the Class Certificate Principal Balance
                    thereof has been reduced to zero;

                         (4) to the Class A3 Certificates, until
                    the Class Certificate Principal Balance
                    thereof has been reduced to zero;


                               60
<PAGE>


                         (5) to the Class A4 Certificates, until
                    the Class Certificate Principal Balance
                    thereof has been reduced to zero;

                         (6) to the Class A5 Certificates, until
                    the Class Certificate Principal Balance
                    thereof has been reduced to zero; and

                         (7) to the Class A6 Certificates, until
                    the Class Certificate Principal Balance
                    thereof has been reduced to zero; and

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

          (c) On each Distribution Date, the Trustee shall
distribute to the holder of the Class R2 Certificate any
remaining amounts in the Upper Tier REMIC for such Distribution
Date after application of all amounts described in clauses (a)
and (b) 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 outstanding Certificates of any
other Class pursuant to Section 4.01(f). Any distributions
pursuant to this clause (c) shall not reduce the Class
Certificate Principal Balance of the Class R2 Certificate.

          (d) 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 pursuant to Section 4.01(b)(i) for such Distribution
Date and each succeeding Distribution Date shall be allocated
among the 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 set forth in Section 4.01(b)(i).

          (e) 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 Principal Distribution
Amount remain undistributed on such Distribution Date after all
amounts otherwise distributable on such date pursuant to clause
(ii) of Section 4.01(b) have been distributed, such amounts shall
be distributed on such Distribution Date to the remaining Classes
of Junior Certificates in order of priority, such that no such
distribution shall be made to any Class of Junior Certificates
while a prior such Class is outstanding.

          (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


                               61
<PAGE>


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 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 Section
4.01(f). Any distributions made pursuant to this Section 4.01(f)
shall not reduce the Class Certificate Principal Balance of the
related Certificate.

          For purposes of the preceding paragraph, the share of
an Unanticipated Recovery allocable to any Class of Certificates
with respect to a Mortgage Loan shall be based on such Class's
pro rata share (in proportion to the Class Certificate Principal
Balances thereof with respect to such Distribution Date) of the
principal portion of the Realized Loss previously allocated with
respect to such Mortgage Loan.


          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 indirect participating brokerage firm (a "brokerage firm" or
"indirect participating firm") for which it acts as agent. Each
brokerage firm 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.


                               62
<PAGE>


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

          Section 4.03. Allocation of Losses. (a) On or prior to
each Determination Date, the Company shall determine the amount
of any Realized Loss in respect of each Mortgage Loan that
occurred during the immediately preceding calendar month.
                          
          (b) With respect to any Distribution Date, the
principal portion of each Realized Loss (other than any Excess
Loss) shall be allocated as follows:

               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


                               63
<PAGE>



               seventh, to the Classes of Senior Certificates,
          pro rata, in accordance with their Class Certificate
          Principal Balances.

          (c) With respect to any Distribution Date, the
principal portion of any Excess Loss shall be allocated to each
Class of Certificates, pro rata, based on the respective Class
Certificate Principal Balances thereof.

          (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. Any allocation
of Realized Losses pursuant to this paragraph (d) shall be
accomplished by reducing the Certificate Principal Balance of the
related Certificates 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.

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

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

          (h) Any allocation of a Realized Loss to a Class of
Certificates, or of any Subordinate Certificate Writedown Amount
to a Class of Subordinate Certificates, pursuant to this Section
4.03 shall effect a corresponding allocation thereof to the
corresponding Class of Lower Tier Interests and, in the case of
the principal portion of any such Realized Loss and any such
Subordinate Certificate Writedown Amount, a corresponding
reduction in the related Lower Tier Balance thereof.

          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 pursuant to Section 3.16. If the
Company so elects to purchase 


                               64
<PAGE>


any Defaulted Mortgage Loans (or is required to purchase 
any Mortgage Loan pursuant to Sections 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 transfer 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, and if the Company has failed to make any required
Monthly Advance such that an Event of Default as described in
Section 7.01(v) has occurred, the Trustee shall terminate all of
the rights and obligations of the Company as servicer hereunder
and, in its capacity as successor servicer pursuant to Section
7.02, the Trustee shall make any Monthly Advance required to be
made hereunder, in the manner and to the extent required;
provided, the Trustee shall not be so obligated if prohibited by
applicable law.

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

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

                 (i)  The amount of such distribution to the
          Certificateholders of each Class allocable to
          principal, separately identifying the aggregate amount
          of any Principal Prepayments included therein
          (including, for this purpose, the Principal Balances of
          all Defaulted Mortgage Loans and Defective Mortgage
          Loans purchased pursuant to Section 2.02, 2.03(b) and
          3.16, respectively, and any amounts deposited pursuant
          to Section 2.03(b) in connection with the substitution
          


                               65
<PAGE>


          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;

               (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 Principal Balance and the aggregate
          number of the Mortgage Loans as of the end of the
          related Collection Period after giving effect to all
          distributions allocable to principal made on such
          Distribution Date;

                 (v)  The Class Certificate Principal Balance of
          each Class and the Certificate Principal Balance of a
          Single Certificate of each Class after giving effect to
          (i) all distributions allocable to principal made on
          such Distribution Date and (ii) the allocation of any
          Realized Losses 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 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) one payment delinquent, (y)
          two payments delinquent and (z) three or more payments
          delinquent, and (b) in foreclosure;

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

                 (x)  The Certificate Interest Rate of the Class S,
          Class M and Class B Certificates applicable to the
          Interest Accrual Period relating to such Distribution
          Date;

                (xi)  The Senior Percentage and Junior Percentage
          for such Distribution Date;

               (xii)  The Available Interest Funds and Available
          Principal Funds for such Distribution Date;


                               66
<PAGE>


              (xiii)  The Senior Prepayment Percentage and Junior
          Prepayment Percentage for such Distribution Date; and

               (xiv)  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 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 


                               67
<PAGE>


required by section 6050J of the Code. In order to
facilitate this reporting process, the Company, on or before
January 31st of each year, shall provide to the Trustee reports
relating to each instance occurring during the previous calendar
year in which the Company (i) on behalf of the Trustee acquires
an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a
Mortgage Loan, or (ii) knows or has reason to know that a
Mortgaged Property has been abandoned. Reports from the Company
shall be in form and substance sufficient to meet the reporting
requirements imposed by section 6050J of the Code.

          Section 4.08. Reduction of Servicing Compensation;
Simple Interest Shortfall Payments. (a) The aggregate amount of
the Servicing Fees subject to retention by the Company as
servicer in respect of any Distribution Date shall be reduced
(but not below zero), first, by the amount of any Compensating
Interest Payment for such Distribution Date, and second, by the
amount of any Simple Interest Shortfall Payment for such
Distribution Date.
                         
          (b) Not later than 11:00 a.m. New York time on the
Business Day prior to each Distribution Date, the Company shall
deposit into the Certificate Account as part of the Available
Funds to be deposited on such date pursuant to Section 3.02(d)
the sum of (i) the Compensating Interest Payment, if any, with
respect to such Distribution Date and (ii) the amount, if any, by
which the Simple Interest Shortfall Payment for such date exceeds
the amount paid by the Servicer pursuant to clause second of
Section 4.08(a); provided, however, that the amount deposited
pursuant to clause (ii) above shall not exceed the aggregate
amount of any Net Simple Interest Excess paid to the Company on
previous Distribution Dates and not previously deposited into the
Certificate Account pursuant to this Section 4.08(b).

                            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 $194,423,719.67. 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>


Designation           Initial          
                       Class           
                    Certificate        Certificate      
                     Principal           Interest           Minimum   
                      Balance              Rate          Denominations
                      -------              ----          -------------
                     
Class A1      $   59,500,000.00          6.3650%           $25,000
Class A2          21,500,000.00          6.1050             25,000
Class A3          27,600,000.00          6.1800             25,000
Class A4          13,400,000.00          6.2750             25,000
Class A5          15,100,000.00          6.3150             25,000
Class A6          23,478,000.00            (1)              25,000
Class A7          17,800,000.00          6.2150             25,000
Class M            4,861,000.00            (1)             100,000
Class B1           4,375,000.00            (1)             100,000
Class B2           1,945,000.00            (1)             100,000
Class B3           1,945,000.00            (1)             250,000
Class B4           1,459,000.00            (1)             250,000
Class B5           1,459,719.67            (1)             250,000
Class S                   (2)              (2)          12,000,000
Class R1                 500.00            0.00                500
Class R2                 500.00            0.00                500

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

(1)  The Certificate Interest Rate of each of the Class A-6,
     Class M and Class B Certificates is as set forth in the
     definition of "Certificate Interest Rate."

(2)  The Class S Certificates are issued with an initial Notional
     Principal Balance of $194,423,719.67 and shall bear interest
     at the Strip Rate.


          (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
Certificates 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 (or $1,000,000 in the case of a
Class of Class S Certificates) 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).
Each Class of Residual Certificates 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 and Class S Certificates may evidence an additional


                               69
<PAGE>


amount equal to the remainder of the Class Certificate Principal
Balance (or Notional Principal Balance) of such Class.

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

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

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

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

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

          No service charge shall be made for any registration of
transfer or exchange of Certificates, but the Trustee may require
payment of a sum sufficient to cover any tax or 


                               70
<PAGE>


governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.

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

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

           The affidavit described in the preceding paragraph, if
not executed in connection with the initial issuance of the
Residual Certificates, shall be accompanied by a written
statement in the form attached as Exhibit G hereto, signed by the
transferor, to the effect that as of the time of the transfer,
the transferor has (i) no actual knowledge that the transferee is
a Disqualified 


                               71
<PAGE>


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

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

          The restrictions on transfers of the Residual
Certificates set forth in the preceding three paragraphs shall
cease to apply to transfers (and the applicable portions of the
legend to the Residual Certificates may be deleted) after
delivery to the Trustee of an Opinion of Counsel to the effect
that the elimination of such restrictions will not cause either
of the Upper Tier REMIC or the Lower Tier 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 Restricted 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 


                               72
<PAGE>


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

          (c) (i) No transfer of an ERISA-Restricted Certificate
in the form of a Definitive Certificate shall be made to any
Person unless the Trustee has received (A) a certificate
(substantially in the form of Exhibit E or such other form as is
acceptable to the Company and the Trustee) from such transferee
to the effect that such transferee 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


                               73
<PAGE>


of the Trust Fund, the Trustee or the Company. Notwithstanding
the foregoing, no opinion or certificate shall be required for
the initial issuance of the ERISA-Restricted Certificates.

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

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

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


                               74
<PAGE>


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

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

          (g) On or prior to the Closing Date, there shall be
delivered to the Depository (or to The First National Bank of
Chicago, 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 


                               75
<PAGE>


of Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest
herein."

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

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

          Section 5.05. Access to List of Certificateholders'
Names and Addresses. The Certificate Registrar will furnish or
cause to be furnished to the Company, within 15 days after
receipt by the Certificate Registrar of request therefor from the
Company in writing, a list, in such form as the Company may
reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment
of distributions to Certificateholders. If three or more
Certificateholders (hereinafter referred to as "applicants")
apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other
Certificateholders with respect to their rights under this
Agreement or under the Certificates and is accompanied by a copy
of the communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during
normal business hours to the most recent list of
Certificateholders held by the Trustee. If such list is as of a
date more than 90 days prior to the date of receipt of such
applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall
afford such applicants access to such list 


                               76
<PAGE>


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.

                            ARTICLE VI

                           THE COMPANY

          Section 6.01. Liability of the Company. The Company
shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the
Company herein.
                        
          Section 6.02. Merger or Consolidation of, or Assumption
of the Obligations of, the Company. Any corporation into which
the Company may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which
the Company shall be a party, or any corporation succeeding to
the business of the Company, or any corporation, more than 50% of
the voting stock of which is, directly or indirectly, owned by
General Electric Company, or any limited partnership, the sole
general partner of which is either the Company or a corporation,
more than 50% of the voting stock of which is owned, directly or
indirectly, by General Electric Company, which executes an
agreement of assumption to perform every obligation of the
Company hereunder, shall be the successor of the Company
hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

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


                               77
<PAGE>


hereunder except for liabilities and obligations as servicer
incurred prior to such assignment or delegation.

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

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


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<PAGE>


                           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 (stating that such notice is a
          "notice of default" hereunder), requiring the same to
          be remedied, shall have been given to the Company by
          the Trustee, or to the Company and the Trustee by the
          Holders of Certificates of each Class affected thereby
          evidencing, as to each such Class, Percentage Interests
          aggregating not less than 25%; or

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

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


                               79
<PAGE>


                 (v) Any failure on the part of the Company to
          deposit into the Certificate Account any Monthly
          Advance required to be made pursuant to this Agreement
          by 12:00 noon New York time on the related Distribution
          Date;

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

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


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<PAGE>


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. The
Trustee may delegate any obligation in its capacity as successor
to the Company as servicer to an agent or an affiliate.

          (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. If the Trustee is acting as successor to
the Company in its capacity as servicer, the Trustee shall use
the same degree of care and skill in such capacity as the Company
is required to use pursuant to this Agreement.

          The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically


                               81
<PAGE>


required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to the requirements of this Agreement.

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

                  (i) Prior to the occurrence of an Event of
          Default, and after the curing of all such Events of
          Default which may have occurred, the duties and
          obligations of the Trustee shall be determined solely
          by the express provisions of this Agreement, the
          Trustee shall not be liable except for the performance
          of such duties and obligations as are specifically set
          forth in this Agreement, no implied covenants or
          obligations shall be read into this Agreement against
          the Trustee and, in the absence of bad faith on the
          part of the Trustee, the Trustee may conclusively rely,
          as to the truth of the statements and the correctness
          of the computations and 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 as successor
servicer hereunder to make Monthly Advances as provided herein,
the Trustee shall not be required to expend or risk its own 


                               82
<PAGE>


funds or otherwise incur financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there is reasonable ground for believing
that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it, and none
of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner
of performance of, any of the obligations of the Company under
this Agreement, except during such time, if any, as the Trustee
shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Company in accordance with the
terms of this Agreement. Nothing in this Agreement shall be
construed to impose any obligation of the Company in its capacity
as seller upon the Trustee.

          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, Servicer'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
          written advice of such counsel or 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 advice or 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 


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

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

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

          Section 8.04. Trustee May Own Certificates. The Trustee
in its individual or any other capacity may become the owner or
pledgee of Certificates and may transact business with the
Company, GECC and their respective affiliates 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 


                               84
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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 national banking
association or corporation having its principal office either in
the State of New York or in the same state as that in which the
initial Trustee under this Agreement has its principal office and
organized and doing business under the laws of such State or the
United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 8.06, the combined capital
and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published. The Trustee shall not be an
affiliate of the Company. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07.

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

          If the conditions in any of the following clauses (i),
(ii) or (iii) shall occur at any time, the Company may remove the
Trustee: (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign
after written request therefor by the Company; (ii) the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation; or (iii)
the replacement of the Trustee with a successor Trustee will
enable the Company to avoid (and should, based on the information
included in the notice referred to below, result in the avoidance
of) a downgrading of the ratings assigned to the Certificates by
the Rating Agencies (whether or not other actions could avoid


                               85
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such downgrading) and no Event of Default, as provided by Section
7.01 hereof, shall have occurred or be continuing; provided,
however, that no action shall be taken pursuant to this clause
(iii) unless reasonable notice shall have been provided to the
Trustee, which notice shall set forth the basis for any rating
downgrade as contemplated by the Rating Agencies and shall also
indicate the manner in which such proposed action is intended to
avoid such downgrade. If it removes the Trustee under the
authority of the immediately preceding sentence, the Company
shall promptly appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee.

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

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

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

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

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


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<PAGE>


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

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

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

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

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

          Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of
this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its 


                               87
<PAGE>


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 each of the Upper Tier REMIC and the Lower Tier REMIC
from failing to qualify as a REMIC and to prevent the imposition
of a tax on the Trust Fund or such REMICs. 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
shall, upon request, execute such returns.

                           ARTICLE IX

                           TERMINATION

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


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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 Principal Balance of the Outstanding Mortgage
Loans, at the time of any such repurchase, aggregating less than
10 percent of the aggregate of the Principal Balance of the
Mortgage Loans as of the Cut-off Date.

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

          On the final Distribution Date, the Trustee shall
distribute amounts on deposit in the Certificate Account in
accordance with the applicable priorities provided by Section
4.01 or Section 2.05(d), as the case may be. 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.


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<PAGE>


          Section 9.02. Additional Termination Requirements. (a)
In the event the Company exercises its purchase option as
provided in Section 9.01, the Trust Fund and each of the Upper
Tier REMIC and the Lower Tier 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 either of the
Upper Tier REMIC or the Lower Tier REMIC as defined in section
860F of the Code, or (ii) cause either of the Upper Tier REMIC or
the Lower Tier REMIC 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 either the Upper Tier REMIC or the Lower Tier 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 each of
the Upper Tier REMIC and the Lower Tier REMIC, the Trustee will
attach a statement specifying the date of the adoption of the
plan of liquidation.

                            ARTICLE X

                     MISCELLANEOUS PROVISIONS

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


                               90
<PAGE>


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 either of the Upper Tier REMIC or the
Lower Tier REMIC to fail to qualify as a REMIC at any time that
any Certificates are outstanding.

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

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

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


                               91
<PAGE>


of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and
beneficially affects the interests of Certificateholders.

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

          Section 10.03. Limitation on Rights of
Certificateholders. The death or incapacity of any
Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any
action or commence any proceeding in any court for a partition or
winding up of the Trust Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
                          
          No Certificateholder shall have any right to vote
(except as provided in Section 10.01) or in any manner otherwise
control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to
time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

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


                               92
<PAGE>


          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 The First National
Bank of Chicago, One First National Plaza, Suite 0126, Chicago,
Illinois 60670-0126, Attention: Corporate Trust Services, (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 Moody's, to Moody's
Investors Service, Inc., 99 Church Street, New York, New York
10007, Attention: Home Equity Monitoring Group, 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 Trigger Event; change
in or termination of the Trustee; removal of the Company or any
successor servicer as servicer; repurchase or replacement of any
Defective Mortgage Loan pursuant to Section 2.03; and final
payment to Certificateholders. In addition, the Company shall
deliver copies of the following documents to each Rating Agency
at the time such documents are required to be delivered pursuant
to this Agreement: monthly statements to Certificateholders
pursuant to Section 4.05, annual report of independent
accountants pursuant to Section 3.13 and annual servicer
compliance report pursuant to Section 3.12. Notwithstanding the
foregoing, the failure to deliver such notices or copies shall
not constitute an Event of Default under this Agreement.

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

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


                               93
<PAGE>


execution, countersignature and delivery thereof by the
Trustee are and shall be deemed fully paid.
                         
                               * * *


                               94
<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:
                               THE FIRST NATIONAL BANK OF CHICAGO,
                                 as Trustee




                               By:________________________________
                                  Name:
                                  Title:
 [SEAL]


Attest:


By:___________________
   Name:
   Title:


<PAGE>


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


           On the       day of June, 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 State of Illinois  )
                       )   ss.  :
County of Cook         )


           On the        day of June, 1998 before me, a notary
public in and for the State of Illinois, 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 The First National Bank of Chicago,
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>


    HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



         evidencing a beneficial ownership interest in a
         trust fund which consists primarily of a pool of
               closed-end, fixed rate, home equity
                    loans sold and serviced by



                GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class A1 Certificate
                                    Principal Balance:
Class A1                              $59,500,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.3650%             Balance of this Certificate:
                                      $
Cut-off Date:
June 1, 1998

First Distribution Date:            CUSIP:36157RHP3
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<PAGE>


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 Home Equity Loan Pass-Through
Certificates, Series 1998-HE2, issued in sixteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class R1, Class R2, Class M, Class B1, Class B2, Class B3, Class
B4, Class B5 and Class S, herein called the "Certificates").

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

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

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

           The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this


<PAGE>


Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

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

           No transfer of any Class R1 or Class R2 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


<PAGE>


subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R1 or Class R2 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 R1 or Class R2
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


<PAGE>


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

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


<PAGE>


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


                          THE FIRST NATIONAL BANK OF CHICAGO,
                          N.A., not in its individual
                          capacity but solely as Trustee





                          By:________________________________
                          Name:
                          Title:



Date:__________________


<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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
                closed-end, fixed rate, home equity
                     loans sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class A2 Certificate
                                    Principal Balance:
Class A2                              $21,500,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.1050%             Balance of this Certificate:
                                      $
Cut-off Date:
June 1, 1998

First Distribution Date:            CUSIP: 36157RHQ1
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
                closed-end, fixed rate, home equity
                     loans sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class A3 Certificate
                                    Principal Balance:
Class A3                              $27,600,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.1800%             Balance of this Certificate:
                                      $
Cut-off Date:
June 1, 1998

First Distribution Date:            CUSIP: 36157RHR9
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
                closed-end, fixed rate, home equity
                     loans sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class A4 Certificate
                                    Principal Balance:
Class A4                              $13,400,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.2750%             Balance of this Certificate:
                                      $
Cut-off Date:
June 1, 1998

First Distribution Date:            CUSIP: 36157RHS7
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
                closed-end, fixed rate, home equity
                     loans sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class A5 Certificate
                                    Principal Balance:
Class A5                              $15,100,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.3150%             Balance of this Certificate:
                                      $
Cut-off Date:
June 1, 1998

First Distribution Date:            CUSIP: 36157RHT5
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
                closed-end, fixed rate, home equity
                     loans sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class A6 Certificate
                                    Principal Balance:
Class A6                              $23,478,000

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

First Distribution Date:            CUSIP: 36157RHU2
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
                closed-end, fixed rate, home equity
                     loans sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class A7 Certificate
                                    Principal Balance:
Class A7                              $17,800,000

Certificate Interest                Initial Certificate Principal
Rate per annum: 6.2150%             Balance of this Certificate:
                                      $
Cut-off Date:
June 1, 1998

First Distribution Date:            CUSIP: 36157RHV0
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<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 A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" 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 R1 CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE IRREVOCABLY APPOINTED THE COMPANY AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE LOWER-TIER
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.


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2


          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
             closed-end, fixed rate, home equity loans
                        sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class R1 Certificate
                                    Principal Balance:
Class R1                              $500.00

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

Cut-off Date:
June 1, 1998

First Distribution Date:            CUSIP: 36157RLE3
July 27, 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 R1 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<PAGE>


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 Home Equity Loan Pass-Through
Certificates, Series 1998-HE2, issued in sixteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class R1, Class R2, Class M, Class B1, Class B2, Class B3, Class
B4, Class B5 and Class S, herein called the "Certificates").

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

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

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

           The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this


<PAGE>


Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

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

           No transfer of any Class R1 or Class R2 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


<PAGE>


subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R1 or Class R2 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 R1 or Class R2
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


<PAGE>


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

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


<PAGE>


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


                          THE FIRST NATIONAL BANK OF CHICAGO,
                          N.A., not in its individual
                          capacity but solely as Trustee



                          By:
                             -------------------------------
                          Name:
                          Title:


Date:
     ----------------


<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).

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 A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" 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 R2 CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE IRREVOCABLY APPOINTED THE COMPANY AS ITS AGENT AND
ATTORNEY-IN-FACT TO ACT AS "TAX MATTERS PERSON" OF THE UPPER-TIER
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.


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2


          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
             closed-end, fixed rate, home equity loans
                        sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class R2 Certificate
                                    Principal Balance:
Class R2                              $500.00

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

Cut-off Date:
June 1, 1998

First Distribution Date:            CUSIP: 36157RLF0
July 27, 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 R2 Certificates, both
as specified above) in certain distributions with respect to the
Trust Fund, consisting primarily of a pool (the "Pool") of
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<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).

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.

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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
             closed-end, fixed rate, home equity loans
                        sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class M Certificate
                                    Principal Balance:
Class M                               $4,861,000

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

First Distribution Date:            CUSIP: 36157RHW8
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<PAGE>


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 Home Equity Loan Pass-Through
Certificates, Series 1998-HE2, issued in sixteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class R1, Class R2, Class M, Class B1, Class B2, Class B3, Class
B4, Class B5 and Class S, herein called the "Certificates").

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

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

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

           The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this


<PAGE>


Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

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

           No transfer of any Class R1 or Class R2 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


<PAGE>


subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R1 or Class R2 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 R1 or Class R2
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


<PAGE>


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

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


<PAGE>


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


                          THE FIRST NATIONAL BANK OF CHICAGO,
                          N.A., not in its individual
                          capacity but solely as Trustee


                          By:
                             -------------------------------
                          Name:
                          Title:


Date:
     ------------------


<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).

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.

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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
             closed-end, fixed rate, home equity loans
                        sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class B1 Certificate
                                    Principal Balance:
Class B1                              $4,375,000

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

First Distribution Date:            CUSIP: 36157RHX6
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<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).

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.

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>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
             closed-end, fixed rate, home equity loans
                        sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.



No. R-                              Initial Class B2 Certificate
                                    Principal Balance:
Class B2                              $1,945,000

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

First Distribution Date:            CUSIP: 36157RHY4
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998
(the "Agreement") between the Company and The First National Bank
of Chicago, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein
below. To the extent not defined herein, the terms used herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<PAGE>


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

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("BLUE SKY
LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

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

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

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

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


<PAGE>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
             closed-end, fixed rate, home equity loans
                        sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.






No. R-                              Initial Class B3 Certificate
                                    Principal Balance:
Class B3                              $1,945,000.00

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

First Distribution Date:            CUSIP: 36157RHZ1
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998 the
"Agreement") between the Company and The First National Bank of
Chicago, N.A., as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth herein below.
To the extent not defined herein, the terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such
Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<PAGE>


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 Home Equity Loan Pass-Through
Certificates, Series 1998-HE2, issued in sixteen Classes (Class
A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7,
Class R1, Class R2, Class M, Class B1, Class B2, Class B3, Class
B4, Class B5 and Class S, herein called the "Certificates").

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

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

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

           The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company
and the Trustee with the consent of the Holders of Certificates
evidencing not less than 66% of all the Voting Rights as defined
in the Agreement. Any such consent by the Holder of this


<PAGE>


Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.


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


           No transfer of any Class R1 or Class R2 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


<PAGE>


subject to ERISA or a Plan or a Person that is using the assets
of a Plan to acquire any such Class R1 or Class R2 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 R1 or Class R2
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


<PAGE>


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

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


<PAGE>


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


                          THE FIRST NATIONAL BANK OF CHICAGO,
                          N.A., not in its individual
                          capacity but solely as Trustee



                          By:
                             ------------------------------
                          Name:
                          Title:



Date:
     ----------------


<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:


<PAGE>


           The undersigned represents and warrants that (i) it is
a "qualified institutional buyer" (as defined in Rule 144A under
the Securities Act of 1933, as amended) and acknowledges that it
has received such information as the undersigned has requested
pursuant to Rule 144A or has determined not to request such
information and that it is aware that the registered holder is
relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A,
and (ii) the undersigned (x) is not an employee benefit plan
subject to the Employee Retirement Income Security Act of 1974,
as amended, or a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended, and is not using the assets of
any such employee benefit or other plan to acquire this
Certificate or (y) is an insurance company investing assets of
its general account and the exemptions provided by Section III(a)
of Department of Labor Prohibited Transaction Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995), apply to the acquisition and
holding by the undersigned of this Certificate.

Dated
- --------------------------------     -----------------------------
                                                       (Signature)

TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED:

           The undersigned represents and warrants that (i) it is
an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended), and (ii) the undersigned (x) is not an
employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended, and is not
using the assets of any such employee benefit or other plan to
acquire this Certificate or (y) is an insurance company investing
assets of its general account and the exemptions provided by
Section III(a) of Department of Labor Prohibited Transaction
Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), apply to the
acquisition and holding by the undersigned of this Certificate.

Dated
- --------------------------------     -----------------------------
                                                       (Signature)


<PAGE>


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

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("BLUE SKY
LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

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

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

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

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


<PAGE>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
             closed-end, fixed rate, home equity loans
                        sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.






No. R-                              Initial Class B4 Certificate
                                    Principal Balance:
Class B4                              $1,459,000.00

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

First Distribution Date:            CUSIP: 36157RJA4
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998 the
"Agreement") between the Company and The First National Bank of
Chicago, N.A., as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth herein below.
To the extent not defined herein, the terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such
Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<PAGE>


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

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("BLUE SKY
LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.

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

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

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

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


<PAGE>


     HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2



          evidencing a beneficial ownership interest in a
          trust fund which consists primarily of a pool of
             closed-end, fixed rate, home equity loans
                        sold and serviced by



                 GE CAPITAL MORTGAGE SERVICES, INC.






No. R-                              Initial Class B5 Certificate
                                    Principal Balance:
Class B5                              $1,459,719.67

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

First Distribution Date:            CUSIP: 36157RJB2
July 27, 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
closed-end, fixed rate, home equity loans (the "Mortgage Loans"),
sold and serviced by GE Capital Mortgage Services, Inc., a
corporation organized and existing under the laws of the State of
New Jersey (the "Company"). The Trust Fund was created pursuant
to a Pooling and Servicing Agreement dated as of June 1, 1998 the
"Agreement") between the Company and The First National Bank of
Chicago, N.A., as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth herein below.
To the extent not defined herein, the terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such
Holder is bound.

           The Agreement requires the distribution on the 25th
day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"),
commencing in July 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


<PAGE>



                             EXHIBIT B

                             [Omitted]


<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 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
(and Combined Loan to Value Ratio, if applicable), (vi) the
maturity date of the Mortgage Note and (vii) the Servicing Fee
Rate for such Mortgage Loan.


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000020643961
LAST_NAME              URQUHART
ADDRESS                6502&04 BRAINARD STREET
CITY                   PITTSBURGH
STATE                  PA
ZIP                    152060000
  MORT                  $  40,310.00 
  BAL                   $        39,919.14 
  RATE                   10.750 
  PAI                   $         377.16 
  CLTV                  73.290 
MATURITY               231124
FEE                    0.5000

LOAN                   0000020877056
LAST_NAME              GAUD
ADDRESS                2139 N LAMON
CITY                   CHICAGO
STATE                  IL
ZIP                    606390000
  MORT                  $126,600.00 
  BAL                   $      119,855.46 
  RATE                   10.750 
  PAI                   $      1,285.28 
  CLTV                  82.207 
MATURITY               150417
FEE                    0.5000

LOAN                   0000021599741
LAST_NAME              DUNCAN
ADDRESS                5819 COLUMBIA RD
CITY                   MASON
STATE                  OH
ZIP                    450400000
  MORT                  $  72,000.00 
  BAL                   $        71,490.83 
  RATE                     9.990 
  PAI                   $         631.32 
  CLTV                  90.000 
MATURITY               120201
FEE                    0.5000

LOAN                   0000021635339
LAST_NAME              WITTMAN
ADDRESS                191 DOEWOOD LN
CITY                   ROCHESTER
STATE                  NY
ZIP                    146060000
  MORT                  $  85,500.00 
  BAL                   $        83,161.53 
  RATE                     8.990 
  PAI                   $         768.72 
  CLTV                  79.166 
MATURITY               161220
FEE                    0.5000

LOAN                   0000021649447
LAST_NAME              SPENCER
ADDRESS                171 OHIO AVE
CITY                   PATASKULA
STATE                  OH
ZIP                    430620000
  MORT                  $  62,400.00 
  BAL                   $        61,733.92 
  RATE                     9.050 
  PAI                   $         504.34 
  CLTV                  80.000 
MATURITY               120201
FEE                    0.5000

LOAN                   0000021660477
LAST_NAME              GAMBLE
ADDRESS                5504 GODWIN BLVD
CITY                   SUFFOLK
STATE                  VA
ZIP                    234340000
  MORT                  $  77,850.00 
  BAL                   $        77,351.58 
  RATE                   10.500 
  PAI                   $         712.12 
  CLTV                  90.000 
MATURITY               120401
FEE                    0.5000

LOAN                   0000021663356
LAST_NAME              TRASK
ADDRESS                15321 RANDI COURT
CITY                   PRAIRIEVILL
STATE                  LA
ZIP                    707690000
  MORT                  $164,000.00 
  BAL                   $      163,338.56 
  RATE                     8.850 
  PAI                   $      1,301.92 
  CLTV                  80.000 
MATURITY               121001
FEE                    0.5000

LOAN                   0000021697081
LAST_NAME              KUMER
ADDRESS                3701 GRANBY STREET
CITY                   NORFOLK
STATE                  VA
ZIP                    235040000
  MORT                  $  25,000.00 
  BAL                   $        22,547.45 
  RATE                   10.375 
  PAI                   $         274.42 
  CLTV                  69.928 
MATURITY               120124
FEE                    0.5000

LOAN                   0000021699871
LAST_NAME              HOUGH
ADDRESS                6925 67TH ST SOUTH
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352120000
  MORT                  $  52,125.00 
  BAL                   $        51,758.50 
  RATE                     9.650 
  PAI                   $         444.01 
  CLTV                  75.000 
MATURITY               270207
FEE                    0.5000

LOAN                   0000021714241
LAST_NAME              WILLIAMSON
ADDRESS                202 S 4TH STREET
CITY                   YANCEYVILLE
STATE                  NC
ZIP                    273790000
  MORT                  $  25,840.00 
  BAL                   $        25,249.83 
  RATE                     8.700 
  PAI                   $         227.53 
  CLTV                  68.000 
MATURITY               170409
FEE                    0.5000

LOAN                   0000021718267
LAST_NAME              MCNAY
ADDRESS                15901 MADISON PIKE
CITY                   DEMOSSVILLE
STATE                  KY
ZIP                    410330000
  MORT                  $  30,000.00 
  BAL                   $        28,671.50 
  RATE                     9.200 
  PAI                   $         307.86 
  CLTV                  42.857 
MATURITY               111223
FEE                    0.5000

LOAN                   0000021719224
LAST_NAME              PARKER
ADDRESS                180 COUNTY ROAD #111
CITY                   BREMEN
STATE                  AL
ZIP                    350330000
  MORT                  $  49,500.00 
  BAL                   $        47,642.55 
  RATE                     9.500 
  PAI                   $         516.89 
  CLTV                  51.562 
MATURITY               120302
FEE                    0.5000

LOAN                   0000021741301
LAST_NAME              MCCULLOUGH
ADDRESS                671 FRANCIS AVENUE COURT
CITY                   TERRE HAUTE
STATE                  IN
ZIP                    478040000
  MORT                  $  46,000.00 
  BAL                   $        44,174.40 
  RATE                     8.750 
  PAI                   $         459.75 
  CLTV                  50.000 
MATURITY               120319
FEE                    0.5000

LOAN                   0000021744883
LAST_NAME              ARMELLINO
ADDRESS                37 NORTH SHORE ROAD
CITY                   DENVILLE
STATE                  NJ
ZIP                    078340000
  MORT                  $284,000.00 
  BAL                   $      282,209.97 
  RATE                     8.950 
  PAI                   $      2,274.92 
  CLTV                  80.000 
MATURITY               120601
FEE                    0.5000

LOAN                   0000021746839
LAST_NAME              TAYLOR
ADDRESS                311 UNIVERSITY AVENUE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452190000
  MORT                  $  58,500.00 
  BAL                   $        55,980.48 
  RATE                   10.340 
  PAI                   $         640.87 
  CLTV                  90.000 
MATURITY               120310
FEE                    0.5000

LOAN                   0000021746920
LAST_NAME              SMITH
ADDRESS                4304 FAIRHOPE DRIVE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462370000
  MORT                  $  15,900.00 
  BAL                   $        15,276.51 
  RATE                     9.750 
  PAI                   $         168.44 
  CLTV                  77.047 
MATURITY               120305
FEE                    0.5000

LOAN                   0000021747464
LAST_NAME              STEFFENS
ADDRESS                5 LOVELAND PLACE
CITY                   WAYLAND
STATE                  NY
ZIP                    145720000
  MORT                  $  40,800.00 
  BAL                   $        38,907.43 
  RATE                     9.550 
  PAI                   $         427.28 
  CLTV                  80.000 
MATURITY               111205
FEE                    0.5000

LOAN                   0000021751946
LAST_NAME              CUNY
ADDRESS                1930 GRAND AVE
CITY                   OROVILLE
STATE                  CA
ZIP                    959650000
  MORT                  $  57,800.00 
  BAL                   $        57,470.98 
  RATE                     9.450 
  PAI                   $         483.91 
  CLTV                  85.000 
MATURITY               120509
FEE                    0.5000

LOAN                   0000021795273
LAST_NAME              WARNETT
ADDRESS                701 CHANESE LN
CITY                   GALLOWAY TO
STATE                  NJ
ZIP                    082010000
  MORT                  $  89,250.00 
  BAL                   $        87,224.77 
  RATE                     8.750 
  PAI                   $         788.71 
  CLTV                  85.000 
MATURITY               170310
FEE                    0.5000

LOAN                   0000021798830
LAST_NAME              BURKS
ADDRESS                2220 LYNNCHESTER CIRCLE
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352160000
  MORT                  $119,600.00 
  BAL                   $      116,725.96 
  RATE                     9.750 
  PAI                   $      1,267.00 
  CLTV                  80.000 
MATURITY               120801
FEE                    0.5000

LOAN                   0000021800172
LAST_NAME              DALLING
ADDRESS                124 PRATT ST
CITY                   FAIRFIELD
STATE                  CT
ZIP                    064300000
  MORT                  $185,000.00 
  BAL                   $      182,376.47 
  RATE                   10.500 
  PAI                   $      1,847.00 
  CLTV                  83.146 
MATURITY               170601
FEE                    0.5000

LOAN                   0000021804687
LAST_NAME              WILLIAMS
ADDRESS                2400 FIRE AVE
CITY                   MEDFORD
STATE                  NY
ZIP                    117630000
  MORT                  $  92,000.00 
  BAL                   $        90,422.34 
  RATE                     9.990 
  PAI                   $         887.21 
  CLTV                  80.000 
MATURITY               170627
FEE                    0.5000

LOAN                   0000021807466
LAST_NAME              WHITE
ADDRESS                2743 MOTT AVENUE
CITY                   WATERFORD
STATE                  MI
ZIP                    483280000
  MORT                  $  50,700.00 
  BAL                   $        48,946.69 
  RATE                     9.850 
  PAI                   $         540.18 
  CLTV                  66.710 
MATURITY               120501
FEE                    0.5000

LOAN                   0000021809157
LAST_NAME              WOODBURY
ADDRESS                2410 ANASTASIA DRIVE
CITY                   S. DAYTONA
STATE                  FL
ZIP                    321190000
  MORT                  $  45,000.00 
  BAL                   $        43,792.45 
  RATE                   10.350 
  PAI                   $         493.25 
  CLTV                  90.000 
MATURITY               120613
FEE                    0.5000

LOAN                   0000021812094
LAST_NAME              SAARE
ADDRESS                1157 SODOM-HUTCHINGS RD
CITY                   VIENNA
STATE                  OH
ZIP                    444730000
  MORT                  $104,000.00 
  BAL                   $      103,515.23 
  RATE                   10.950 
  PAI                   $         986.49 
  CLTV                  80.000 
MATURITY               270529
FEE                    0.5000

LOAN                   0000021817762
LAST_NAME              TIMM
ADDRESS                319 S. LAKE STREET
CITY                   FOREST LAKE
STATE                  MN
ZIP                    550250000
  MORT                  $  29,400.00 
  BAL                   $        29,175.46 
  RATE                   11.650 
  PAI                   $         316.58 
  CLTV                  74.829 
MATURITY               170912
FEE                    0.5000

LOAN                   0000021818109
LAST_NAME              COLLINS
ADDRESS                9 NELSON STREET
CITY                   JAMESTOWN
STATE                  OH
ZIP                    453350000
  MORT                  $  73,600.00 
  BAL                   $        73,126.86 
  RATE                     9.790 
  PAI                   $         634.50 
  CLTV                  80.000 
MATURITY               120501
FEE                    0.5000

LOAN                   0000021831755
LAST_NAME              FAUSTIN
ADDRESS                1789 NW 93RD TERRACE
CITY                   MIAMI
STATE                  FL
ZIP                    331470000
  MORT                  $  50,400.00 
  BAL                   $        50,145.73 
  RATE                     9.550 
  PAI                   $         425.63 
  CLTV                  70.000 
MATURITY               120624
FEE                    0.5000

LOAN                   0000021833546
LAST_NAME              GRAHAM
ADDRESS                4256 MAPLE STREET
CITY                   OMAHA
STATE                  NE
ZIP                    681110000
  MORT                  $  32,000.00 
  BAL                   $        31,724.29 
  RATE                     9.500 
  PAI                   $         298.28 
  CLTV                  78.048 
MATURITY               171013
FEE                    0.5000

LOAN                   0000021834437
LAST_NAME              CARDENAS
ADDRESS                74 CLARK LANE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103040000
  MORT                  $  16,500.00 
  BAL                   $        16,500.00 
  RATE                     9.400 
  PAI                   $         171.31 
  CLTV                  67.865 
MATURITY               130527
FEE                    0.5000

LOAN                   0000021843727
LAST_NAME              WILLIAMS
ADDRESS                8360 COMPTON ST
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462400000
  MORT                  $  28,000.00 
  BAL                   $        27,145.04 
  RATE                     9.750 
  PAI                   $         296.63 
  CLTV                  79.936 
MATURITY               120610
FEE                    0.5000

LOAN                   0000021846365
LAST_NAME              HARLEY
ADDRESS                2152 WOODVILLLE PIKE
CITY                   GOSHEN TOWN
STATE                  OH
ZIP                    451220000
  MORT                  $  35,000.00 
  BAL                   $        34,165.56 
  RATE                     9.650 
  PAI                   $         368.66 
  CLTV                  53.585 
MATURITY               121001
FEE                    0.5000

LOAN                   0000021846829
LAST_NAME              SAMPSON
ADDRESS                1800 CASE ST
CITY                   LUMBERTON
STATE                  NC
ZIP                    283580000
  MORT                  $  87,750.00 
  BAL                   $        87,342.67 
  RATE                     9.950 
  PAI                   $         766.83 
  CLTV                  90.000 
MATURITY               120630
FEE                    0.5000

LOAN                   0000021847033
LAST_NAME              SETTLE
ADDRESS                942 PRIMROSE DR
CITY                   LAWRENCEBUR
STATE                  IN
ZIP                    470250000
  MORT                  $  76,000.00 
  BAL                   $        75,647.19 
  RATE                     9.950 
  PAI                   $         664.15 
  CLTV                  80.000 
MATURITY               120630
FEE                    0.5000

LOAN                   0000021847280
LAST_NAME              SMITH
ADDRESS                2209 EAST 51ST STREET
CITY                   SIOUX FALLS
STATE                  SD
ZIP                    571030000
  MORT                  $130,400.00 
  BAL                   $      129,560.67 
  RATE                   10.050 
  PAI                   $      1,149.17 
  CLTV                  79.030 
MATURITY               120804
FEE                    0.5000

LOAN                   0000021849781
LAST_NAME              ARROYO
ADDRESS                2537 W HADDON
CITY                   CHICAGO
STATE                  IL
ZIP                    606220000
  MORT                  $  13,500.00 
  BAL                   $        12,783.00 
  RATE                   10.990 
  PAI                   $         185.89 
  CLTV                  84.625 
MATURITY               70701
FEE                    0.5000

LOAN                   0000021855002
LAST_NAME              ZACKERY
ADDRESS                1963 CINDY DRIVE PLACE
CITY                   DECATUR
STATE                  GA
ZIP                    300320000
  MORT                  $  47,000.00 
  BAL                   $        46,614.38 
  RATE                     8.700 
  PAI                   $         468.36 
  CLTV                  63.513 
MATURITY               130126
FEE                    0.5000

LOAN                   0000021859962
LAST_NAME              WOLF
ADDRESS                680 WYNGATE LANE
CITY                   BUFFALO GRO
STATE                  IL
ZIP                    600890000
  MORT                  $208,250.00 
  BAL                   $      207,388.77 
  RATE                   10.900 
  PAI                   $      1,967.49 
  CLTV                  85.000 
MATURITY               120901
FEE                    0.5000

LOAN                   0000021860622
LAST_NAME              LANCASTER
ADDRESS                674 AZALEA DR,UNIT5-674-C
CITY                   ROCKVILLE
STATE                  MD
ZIP                    208500000
  MORT                  $  58,300.00 
  BAL                   $        58,209.51 
  RATE                   13.900 
  PAI                   $         686.17 
  CLTV                  43.185 
MATURITY               120901
FEE                    0.5000

LOAN                   0000021866116
LAST_NAME              ANDEL
ADDRESS                912 SMITH DR.
CITY                   METAIRIE
STATE                  LA
ZIP                    700050000
  MORT                  $  84,300.00 
  BAL                   $        83,972.80 
  RATE                     9.700 
  PAI                   $         721.18 
  CLTV                  66.904 
MATURITY               270901
FEE                    0.5000

LOAN                   0000021870449
LAST_NAME              DIXON
ADDRESS                1270 STATE ROAD
CITY                   LINCOLN UNI
STATE                  PA
ZIP                    193520000
  MORT                  $180,000.00 
  BAL                   $      177,443.59 
  RATE                     9.990 
  PAI                   $      1,735.85 
  CLTV                  74.380 
MATURITY               170731
FEE                    0.5000


                          Page 1
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021870514
LAST_NAME              HUFFMAN
ADDRESS                1300 MONROE ST.
CITY                   ROCHESTER
STATE                  IN
ZIP                    469750000
  MORT                  $  48,800.00 
  BAL                   $        47,443.85 
  RATE                   10.990 
  PAI                   $         554.36 
  CLTV                  80.000 
MATURITY               120430
FEE                    0.5000

LOAN                   0000021873328
LAST_NAME              DOMBROW
ADDRESS                1903 TANGLEVINE DRIVE
CITY                   WESLEY CHAP
STATE                  FL
ZIP                    335430000
  MORT                  $125,100.00 
  BAL                   $      122,903.18 
  RATE                     9.100 
  PAI                   $      1,133.62 
  CLTV                  79.177 
MATURITY               170801
FEE                    0.5000

LOAN                   0000021874243
LAST_NAME              HALL
ADDRESS                3344 NORTH GUILFORD AVENU
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462050000
  MORT                  $  54,600.00 
  BAL                   $        53,220.04 
  RATE                     9.900 
  PAI                   $         583.40 
  CLTV                  70.000 
MATURITY               120707
FEE                    0.5000

LOAN                   0000021875000
LAST_NAME              CORBIN
ADDRESS                35949 THREE NOTCH ROAD
CITY                   RIDGE
STATE                  MD
ZIP                    206800000
  MORT                  $  34,000.00 
  BAL                   $        33,859.67 
  RATE                     9.990 
  PAI                   $         298.13 
  CLTV                  53.968 
MATURITY               120726
FEE                    0.5000

LOAN                   0000021875307
LAST_NAME              LAY
ADDRESS                3304 GAMBLE AVE.
CITY                   CINCINNATI
STATE                  OH
ZIP                    452110000
  MORT                  $  91,800.00 
  BAL                   $        91,493.65 
  RATE                   10.990 
  PAI                   $         873.54 
  CLTV                  90.000 
MATURITY               120715
FEE                    0.5000

LOAN                   0000021875653
LAST_NAME              ALBERT
ADDRESS                175 PARLIN LANE
CITY                   WATCHUNG
STATE                  NJ
ZIP                    070600000
  MORT                  $393,000.00 
  BAL                   $      391,125.54 
  RATE                     8.750 
  PAI                   $      3,091.74 
  CLTV                  69.557 
MATURITY               120903
FEE                    0.5000

LOAN                   0000021875695
LAST_NAME              SHEDRICK
ADDRESS                3612 ARCHER AVENUE
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282170000
  MORT                  $  49,600.00 
  BAL                   $        48,330.49 
  RATE                     8.500 
  PAI                   $         488.44 
  CLTV                  80.000 
MATURITY               120801
FEE                    0.5000

LOAN                   0000021876602
LAST_NAME              PYLE
ADDRESS                218 E VINE ST
CITY                   TOULON
STATE                  IL
ZIP                    614830000
  MORT                  $  42,500.00 
  BAL                   $        42,303.34 
  RATE                     9.750 
  PAI                   $         365.15 
  CLTV                  85.000 
MATURITY               120808
FEE                    0.5000

LOAN                   0000021877741
LAST_NAME              SANCHEZ
ADDRESS                15400 SW 305TH STREET
CITY                   MIAMI
STATE                  FL
ZIP                    330330000
  MORT                  $  74,800.00 
  BAL                   $        74,570.31 
  RATE                   11.375 
  PAI                   $         733.61 
  CLTV                  85.000 
MATURITY               270801
FEE                    0.5000

LOAN                   0000021878178
LAST_NAME              WELLS
ADDRESS                5238 LEXINGTON PK CIR N
CITY                   MEMPHIS
STATE                  TN
ZIP                    381200000
  MORT                  $237,133.00 
  BAL                   $      235,684.07 
  RATE                     8.500 
  PAI                   $      1,823.35 
  CLTV                  70.575 
MATURITY               120708
FEE                    0.5000

LOAN                   0000021879416
LAST_NAME              JOHNSEY
ADDRESS                7839 HYMAN DRIVE
CITY                   BARTLETT
STATE                  TN
ZIP                    381330000
  MORT                  $  98,400.00 
  BAL                   $        97,101.28 
  RATE                     8.750 
  PAI                   $         869.58 
  CLTV                  80.000 
MATURITY               170729
FEE                    0.5000

LOAN                   0000021879465
LAST_NAME              BRAY
ADDRESS                501 CHURCH STREET
CITY                   KIPTON
STATE                  OH
ZIP                    440490000
  MORT                  $  32,000.00 
  BAL                   $        31,280.86 
  RATE                     9.990 
  PAI                   $         343.68 
  CLTV                  32.989 
MATURITY               120730
FEE                    0.5000

LOAN                   0000021879820
LAST_NAME              GIAMBRONE
ADDRESS                18229 AUTMN RUN DR
CITY                   PRAIRIEVILL
STATE                  LA
ZIP                    707690000
  MORT                  $  92,250.00 
  BAL                   $        91,975.17 
  RATE                     9.550 
  PAI                   $         779.06 
  CLTV                  90.000 
MATURITY               121101
FEE                    0.5000

LOAN                   0000021880141
LAST_NAME              ARENS
ADDRESS                36703 NILES DR
CITY                   ZEPHYRHILLS
STATE                  FL
ZIP                    335410000
  MORT                  $  28,500.00 
  BAL                   $        27,832.25 
  RATE                     9.850 
  PAI                   $         303.66 
  CLTV                  55.882 
MATURITY               120721
FEE                    0.5000

LOAN                   0000021881156
LAST_NAME              MCROY
ADDRESS                4950 SPRUCE ST.
CITY                   SEBRING
STATE                  FL
ZIP                    338720000
  MORT                  $  10,000.00 
  BAL                   $          9,849.48 
  RATE                   11.550 
  PAI                   $         117.14 
  CLTV                  75.912 
MATURITY               120923
FEE                    0.5000

LOAN                   0000021881206
LAST_NAME              SHERMAN
ADDRESS                30 LOWER WRIGHT STREET
CITY                   HUDSON FALL
STATE                  NY
ZIP                    128390000
  MORT                  $  30,000.00 
  BAL                   $        29,582.92 
  RATE                     8.990 
  PAI                   $         269.72 
  CLTV                  66.666 
MATURITY               170827
FEE                    0.5000

LOAN                   0000021885520
LAST_NAME              SCRIVNER
ADDRESS                67 S MONTEREY STREET
CITY                   MOBILE
STATE                  AL
ZIP                    366040000
  MORT                  $  80,000.00 
  BAL                   $        79,708.96 
  RATE                     9.350 
  PAI                   $         663.95 
  CLTV                  80.000 
MATURITY               121001
FEE                    0.5000

LOAN                   0000021885819
LAST_NAME              GONZALES
ADDRESS                5044 CARMELLIA STREET
CITY                   STOCKTON
STATE                  CA
ZIP                    952150000
  MORT                  $  52,000.00 
  BAL                   $        51,228.69 
  RATE                     9.600 
  PAI                   $         441.04 
  CLTV                  82.539 
MATURITY               120701
FEE                    0.5000

LOAN                   0000021888003
LAST_NAME              KACZOROWSKI
ADDRESS                8466 ALLEN RD
CITY                   ALLEN PARK
STATE                  MI
ZIP                    481010000
  MORT                  $140,250.00 
  BAL                   $      139,670.66 
  RATE                     9.400 
  PAI                   $      1,169.08 
  CLTV                  85.000 
MATURITY               120901
FEE                    0.5000

LOAN                   0000021888193
LAST_NAME              WEBER
ADDRESS                14824 CHAPEL
CITY                   DETROIT
STATE                  MI
ZIP                    482230000
  MORT                  $  19,950.00 
  BAL                   $        19,687.99 
  RATE                   10.000 
  PAI                   $         175.08 
  CLTV                  70.000 
MATURITY               120901
FEE                    0.5000

LOAN                   0000021891692
LAST_NAME              EASTON
ADDRESS                7326 S BELL
CITY                   CHICAGO
STATE                  IL
ZIP                    606360000
  MORT                  $  54,400.00 
  BAL                   $        54,240.96 
  RATE                   10.390 
  PAI                   $         493.15 
  CLTV                  80.000 
MATURITY               270904
FEE                    0.5000

LOAN                   0000021892963
LAST_NAME              JOHNSON
ADDRESS                182 LAKE ROAD
CITY                   MORRIS TOWN
STATE                  NJ
ZIP                    079600000
  MORT                  $318,600.00 
  BAL                   $      310,668.25 
  RATE                   10.650 
  PAI                   $      3,551.49 
  CLTV                  90.000 
MATURITY               120701
FEE                    0.5000

LOAN                   0000021895032
LAST_NAME              WHELESS
ADDRESS                965 WEST RIVER ROAD
CITY                   LOUISBURG
STATE                  NC
ZIP                    275490000
  MORT                  $  20,000.00 
  BAL                   $        19,278.51 
  RATE                     9.700 
  PAI                   $         260.99 
  CLTV                  62.500 
MATURITY               71101
FEE                    0.5000

LOAN                   0000021895412
LAST_NAME              EVERSON
ADDRESS                60 ORMOND ST
CITY                   WEST HAVEN
STATE                  CT
ZIP                    065160000
  MORT                  $  38,740.00 
  BAL                   $        38,474.02 
  RATE                   11.250 
  PAI                   $         406.49 
  CLTV                  84.913 
MATURITY               171001
FEE                    0.5000

LOAN                   0000021895883
LAST_NAME              KEGERREIS-JA
ADDRESS                7131 EDINBURGH DR
CITY                   LAMBERTVILL
STATE                  MI
ZIP                    481440000
  MORT                  $168,000.00 
  BAL                   $      166,431.68 
  RATE                     8.750 
  PAI                   $      1,321.66 
  CLTV                  80.000 
MATURITY               120820
FEE                    0.5000

LOAN                   0000021896212
LAST_NAME              FREY
ADDRESS                6360 LAKESHORE RD. SOUTH
CITY                   CANASTOTA
STATE                  NY
ZIP                    130320000
  MORT                  $  49,000.00 
  BAL                   $        48,836.34 
  RATE                     9.000 
  PAI                   $         394.27 
  CLTV                  79.934 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021898242
LAST_NAME              FLEMING
ADDRESS                2257 W COMMERCE ROAD
CITY                   MILFORD
STATE                  MI
ZIP                    483800000
  MORT                  $129,600.00 
  BAL                   $      129,098.34 
  RATE                     9.050 
  PAI                   $      1,047.46 
  CLTV                  80.000 
MATURITY               121001
FEE                    0.5000

LOAN                   0000021899646
LAST_NAME              BURFEINDT,
ADDRESS                43 ALDER STREET
CITY                   JAY
STATE                  NY
ZIP                    129410000
  MORT                  $  20,000.00 
  BAL                   $        19,929.13 
  RATE                     8.500 
  PAI                   $         153.79 
  CLTV                  59.701 
MATURITY               280401
FEE                    0.5000

LOAN                   0000021900444
LAST_NAME              MCCLENDON
ADDRESS                8644 COUNTY ROAD 223
CITY                   HANCEVILLE
STATE                  AL
ZIP                    350770000
  MORT                  $  60,000.00 
  BAL                   $        59,309.45 
  RATE                   10.250 
  PAI                   $         588.99 
  CLTV                  80.000 
MATURITY               170901
FEE                    0.5000

LOAN                   0000021901020
LAST_NAME              RIVERA
ADDRESS                3319 W EVERGREEN AVE
CITY                   CHICAGO
STATE                  IL
ZIP                    606510000
  MORT                  $128,000.00 
  BAL                   $      127,532.56 
  RATE                     9.990 
  PAI                   $      1,122.35 
  CLTV                  80.000 
MATURITY               120901
FEE                    0.5000

LOAN                   0000021901160
LAST_NAME              ROSS
ADDRESS                26587 WOLVERINE STREET
CITY                   MADISON HEI
STATE                  MI
ZIP                    480710000
  MORT                  $  76,500.00 
  BAL                   $        76,315.52 
  RATE                   10.550 
  PAI                   $         702.64 
  CLTV                  85.000 
MATURITY               271101
FEE                    0.5000

LOAN                   0000021901426
LAST_NAME              TYLER
ADDRESS                85 BROOKS STREET
CITY                   MAYNARD
STATE                  MA
ZIP                    017540000
  MORT                  $106,400.00 
  BAL                   $      106,153.02 
  RATE                     9.850 
  PAI                   $         921.96 
  CLTV                  80.000 
MATURITY               121014
FEE                    0.5000

LOAN                   0000021901459
LAST_NAME              GRANT
ADDRESS                98 BARTON STREET
CITY                   ROCHESTER
STATE                  NY
ZIP                    146110000
  MORT                  $  25,700.00 
  BAL                   $        24,901.04 
  RATE                     9.990 
  PAI                   $         276.02 
  CLTV                  53.541 
MATURITY               120905
FEE                    0.5000

LOAN                   0000021902325
LAST_NAME              SZEMAN
ADDRESS                5779 COUNTY ROAD
CITY                   HAMILTON
STATE                  IN
ZIP                    467420000
  MORT                  $  27,700.00 
  BAL                   $        27,195.95 
  RATE                   10.990 
  PAI                   $         314.66 
  CLTV                  84.912 
MATURITY               120904
FEE                    0.5000

LOAN                   0000021902481
LAST_NAME              COOK
ADDRESS                540 VALLEYVIEW DR
CITY                   HAMILTON
STATE                  AL
ZIP                    355700000
  MORT                  $100,000.00 
  BAL                   $        99,536.95 
  RATE                   10.350 
  PAI                   $         903.54 
  CLTV                  83.333 
MATURITY               270904
FEE                    0.5000

LOAN                   0000021902648
LAST_NAME              CHAVEZ
ADDRESS                15328 NADINE DRIVE
CITY                   FRASER
STATE                  MI
ZIP                    480260000
  MORT                  $  40,000.00 
  BAL                   $        38,433.99 
  RATE                   10.500 
  PAI                   $         539.74 
  CLTV                  81.466 
MATURITY               70910
FEE                    0.5000

LOAN                   0000021902689
LAST_NAME              CUMMINS
ADDRESS                91 CHAMBERLAIN PLACE
CITY                   MIDLAND PAR
STATE                  NJ
ZIP                    074320000
  MORT                  $  45,500.00 
  BAL                   $        43,937.39 
  RATE                     9.550 
  PAI                   $         425.61 
  CLTV                  30.333 
MATURITY               170829
FEE                    0.5000

LOAN                   0000021904024
LAST_NAME              BOWLES
ADDRESS                5508 CORDONA STREET
CITY                   LANHAM
STATE                  MD
ZIP                    207060000
  MORT                  $  94,000.00 
  BAL                   $        92,458.99 
  RATE                     9.500 
  PAI                   $         876.20 
  CLTV                  70.149 
MATURITY               170801
FEE                    0.5000

LOAN                   0000021905716
LAST_NAME              LOPEZ
ADDRESS                1525 HARDING PARK
CITY                   BRONX
STATE                  NY
ZIP                    104730000
  MORT                  $  90,000.00 
  BAL                   $        89,101.27 
  RATE                     9.950 
  PAI                   $         865.54 
  CLTV                  77.586 
MATURITY               170901
FEE                    0.5000

LOAN                   0000021906128
LAST_NAME              CALAJOE
ADDRESS                54 LINCOLN AVENUE
CITY                   PEARL RIVER
STATE                  NY
ZIP                    109650000
  MORT                  $  30,000.00 
  BAL                   $        29,617.53 
  RATE                   10.500 
  PAI                   $         274.42 
  CLTV                  66.579 
MATURITY               120901
FEE                    0.5000

LOAN                   0000021909254
LAST_NAME              MAGEE
ADDRESS                516 SOUTH 45TH STREET
CITY                   PHILADELPHI
STATE                  PA
ZIP                    191040000
  MORT                  $  49,700.00 
  BAL                   $        49,700.00 
  RATE                     8.750 
  PAI                   $         439.21 
  CLTV                  70.000 
MATURITY               180518
FEE                    0.5000


                          Page 2
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021909411
LAST_NAME              LEACH
ADDRESS                3 CORTEZ COURT
CITY                   HAMPTON
STATE                  VA
ZIP                    236660000
  MORT                  $  88,800.00 
  BAL                   $        88,202.26 
  RATE                     9.150 
  PAI                   $         724.11 
  CLTV                  80.000 
MATURITY               121126
FEE                    0.5000

LOAN                   0000021909833
LAST_NAME              LLOYD
ADDRESS                20-41 ELK DR
CITY                   FAR ROCKAWA
STATE                  NY
ZIP                    116940000
  MORT                  $100,000.00 
  BAL                   $        99,608.74 
  RATE                     9.990 
  PAI                   $         876.83 
  CLTV                  80.000 
MATURITY               270820
FEE                    0.5000

LOAN                   0000021910930
LAST_NAME              JOHNSON
ADDRESS                2451 SHINING LIGHT CHURCH
CITY                   MONROE
STATE                  NC
ZIP                    281100000
  MORT                  $  20,000.00 
  BAL                   $        19,795.51 
  RATE                     9.500 
  PAI                   $         208.85 
  CLTV                  77.795 
MATURITY               121219
FEE                    0.5000

LOAN                   0000021912142
LAST_NAME              ELLSWORTH
ADDRESS                161 CRATER LANE
CITY                   KENSINGTON
STATE                  CT
ZIP                    060370000
  MORT                  $  55,000.00 
  BAL                   $        54,870.20 
  RATE                   12.625 
  PAI                   $         592.34 
  CLTV                  66.949 
MATURITY               120721
FEE                    0.5000

LOAN                   0000021913090
LAST_NAME              CROY
ADDRESS                136 W WALNUT ST
CITY                   BUTLER
STATE                  IN
ZIP                    467210000
  MORT                  $  28,000.00 
  BAL                   $        27,694.34 
  RATE                     9.950 
  PAI                   $         269.28 
  CLTV                  80.000 
MATURITY               170904
FEE                    0.5000

LOAN                   0000021913181
LAST_NAME              SPOERL
ADDRESS                3666 RICHARD DR
CITY                   HAMILTON
STATE                  OH
ZIP                    450150000
  MORT                  $  61,600.00 
  BAL                   $        61,323.02 
  RATE                     8.990 
  PAI                   $         495.21 
  CLTV                  80.000 
MATURITY               120904
FEE                    0.5000

LOAN                   0000021913520
LAST_NAME              WATERS
ADDRESS                11200 E CHEROKEE DR
CITY                   BALL GROUND
STATE                  GA
ZIP                    301070000
  MORT                  $  30,000.00 
  BAL                   $        29,544.48 
  RATE                     9.700 
  PAI                   $         316.90 
  CLTV                  60.270 
MATURITY               121101
FEE                    0.5000

LOAN                   0000021913710
LAST_NAME              VAUGHAN
ADDRESS                104 VILLAGE DRIVE
CITY                   HENDERSON
STATE                  NC
ZIP                    275360000
  MORT                  $  61,500.00 
  BAL                   $        61,435.98 
  RATE                     9.250 
  PAI                   $         505.95 
  CLTV                  83.108 
MATURITY               280301
FEE                    0.5000

LOAN                   0000021914171
LAST_NAME              RYAN
ADDRESS                2905 ROBERTA DR
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462220000
  MORT                  $  30,500.00 
  BAL                   $        29,184.86 
  RATE                     8.750 
  PAI                   $         382.25 
  CLTV                  59.803 
MATURITY               70805
FEE                    0.5000

LOAN                   0000021915657
LAST_NAME              LESANE
ADDRESS                5234 5TH STREET N.W.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $  57,600.00 
  BAL                   $        57,390.06 
  RATE                     9.350 
  PAI                   $         478.04 
  CLTV                  54.857 
MATURITY               121001
FEE                    0.5000

LOAN                   0000021916127
LAST_NAME              WATSON
ADDRESS                4610 9TH ST., NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $103,000.00 
  BAL                   $      102,612.60 
  RATE                     9.850 
  PAI                   $         892.51 
  CLTV                  79.844 
MATURITY               121022
FEE                    0.5000

LOAN                   0000021917463
LAST_NAME              SPARKS
ADDRESS                328 MILTON AVE
CITY                   ANDERSON
STATE                  IN
ZIP                    460120000
  MORT                  $  28,200.00 
  BAL                   $        28,096.95 
  RATE                     9.990 
  PAI                   $         247.27 
  CLTV                  44.761 
MATURITY               120826
FEE                    0.5000

LOAN                   0000021917620
LAST_NAME              JAMES
ADDRESS                3814 YANCEY RD
CITY                   DOUGLASVILL
STATE                  GA
ZIP                    301350000
  MORT                  $  60,000.00 
  BAL                   $        58,937.54 
  RATE                     9.750 
  PAI                   $         635.62 
  CLTV                  48.000 
MATURITY               121101
FEE                    0.5000

LOAN                   0000021919535
LAST_NAME              WRIGHT
ADDRESS                246 FENIMORE STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112250000
  MORT                  $  85,000.00 
  BAL                   $        84,715.49 
  RATE                     9.750 
  PAI                   $         730.29 
  CLTV                  40.476 
MATURITY               271006
FEE                    0.5000

LOAN                   0000021919568
LAST_NAME              HINDS
ADDRESS                106-20 31ST AVE.
CITY                   E. ELMHURST
STATE                  NY
ZIP                    113690000
  MORT                  $153,600.00 
  BAL                   $      152,648.01 
  RATE                     9.750 
  PAI                   $      1,319.67 
  CLTV                  80.000 
MATURITY               270923
FEE                    0.5000

LOAN                   0000021919881
LAST_NAME              MCCANTS
ADDRESS                2933 W LEXINGTON
CITY                   CHICAGO
STATE                  IL
ZIP                    606120000
  MORT                  $  31,000.00 
  BAL                   $        30,655.32 
  RATE                     7.850 
  PAI                   $         224.24 
  CLTV                  56.363 
MATURITY               121222
FEE                    0.5000

LOAN                   0000021920921
LAST_NAME              TUTINO
ADDRESS                109 WILSON BOULEVARD
CITY                   ISLIP
STATE                  NY
ZIP                    117510000
  MORT                  $  44,000.00 
  BAL                   $        43,443.55 
  RATE                     9.850 
  PAI                   $         468.80 
  CLTV                  39.115 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021923677
LAST_NAME              RICHARDS
ADDRESS                4611 HIGH MEADOW ROAD
CITY                   DURHAM
STATE                  NC
ZIP                    277120000
  MORT                  $  68,400.00 
  BAL                   $        67,632.54 
  RATE                     8.900 
  PAI                   $         611.03 
  CLTV                  80.000 
MATURITY               170924
FEE                    0.5000

LOAN                   0000021924592
LAST_NAME              MOORE
ADDRESS                8675 GEORGETOWN ROAD
CITY                   CHESTERTOWN
STATE                  MD
ZIP                    216200000
  MORT                  $  32,000.00 
  BAL                   $        31,886.36 
  RATE                     9.500 
  PAI                   $         269.08 
  CLTV                  72.727 
MATURITY               121006
FEE                    0.5000

LOAN                   0000021924782
LAST_NAME              DOVE
ADDRESS                5507 RUBIN AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212150000
  MORT                  $  39,400.00 
  BAL                   $        37,449.96 
  RATE                     8.990 
  PAI                   $         498.89 
  CLTV                  60.615 
MATURITY               70903
FEE                    0.5000

LOAN                   0000021924824
LAST_NAME              ALLEY
ADDRESS                7517 SPARROWS POINT BLVD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212190000
  MORT                  $  76,500.00 
  BAL                   $        76,199.95 
  RATE                     9.650 
  PAI                   $         651.65 
  CLTV                  80.526 
MATURITY               270830
FEE                    0.5000

LOAN                   0000021924907
LAST_NAME              DANIEL
ADDRESS                1811 M STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $  30,000.00 
  BAL                   $        29,897.70 
  RATE                   10.890 
  PAI                   $         283.21 
  CLTV                  36.585 
MATURITY               120830
FEE                    0.5000

LOAN                   0000021924956
LAST_NAME              HIRES
ADDRESS                304 FOLSOM AVENUE
CITY                   BLOUNTSTOWN
STATE                  FL
ZIP                    324240000
  MORT                  $  42,210.00 
  BAL                   $        41,763.56 
  RATE                   10.200 
  PAI                   $         412.95 
  CLTV                  66.472 
MATURITY               170926
FEE                    0.5000

LOAN                   0000021924980
LAST_NAME              MUNFORD
ADDRESS                7906 CAWKER AVENUE
CITY                   LANHAM
STATE                  MD
ZIP                    207060000
  MORT                  $  94,400.00 
  BAL                   $        93,975.59 
  RATE                     8.990 
  PAI                   $         758.89 
  CLTV                  80.000 
MATURITY               270903
FEE                    0.5000

LOAN                   0000021925128
LAST_NAME              MASON
ADDRESS                14950 FREED STREET SE
CITY                   MINERRA
STATE                  OH
ZIP                    446570000
  MORT                  $  70,200.00 
  BAL                   $        69,949.65 
  RATE                   10.990 
  PAI                   $         668.01 
  CLTV                  90.000 
MATURITY               271117
FEE                    0.5000

LOAN                   0000021925193
LAST_NAME              DAGGETT
ADDRESS                11311 S WALKER COURT
CITY                   BATON ROUGE
STATE                  LA
ZIP                    708150000
  MORT                  $  45,000.00 
  BAL                   $        44,396.41 
  RATE                     9.000 
  PAI                   $         456.42 
  CLTV                  41.095 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021925250
LAST_NAME              DAGGETT
ADDRESS                12021 PROVINCE PLACE
CITY                   BATON ROUGE
STATE                  LA
ZIP                    708160000
  MORT                  $  55,500.00 
  BAL                   $        54,755.57 
  RATE                     9.000 
  PAI                   $         562.92 
  CLTV                  54.411 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021925318
LAST_NAME              DAGGETT
ADDRESS                11312 S WALKER COURT
CITY                   BATON ROUGE
STATE                  LA
ZIP                    708150000
  MORT                  $  45,000.00 
  BAL                   $        44,396.41 
  RATE                     9.000 
  PAI                   $         456.42 
  CLTV                  51.724 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021925383
LAST_NAME              DAGGETT
ADDRESS                12022 PROVINCE PLACE
CITY                   BATON ROUGE
STATE                  LA
ZIP                    708160000
  MORT                  $  42,250.00 
  BAL                   $        41,798.33 
  RATE                     9.000 
  PAI                   $         428.53 
  CLTV                  41.421 
MATURITY               130101
FEE                    0.5000

LOAN                   0000021925425
LAST_NAME              AUDETTE
ADDRESS                17 MILDRED AVENUE
CITY                   MILLBURY
STATE                  MA
ZIP                    015270000
  MORT                  $  96,000.00 
  BAL                   $        95,200.88 
  RATE                     8.800 
  PAI                   $         851.43 
  CLTV                  80.000 
MATURITY               171119
FEE                    0.5000

LOAN                   0000021926126
LAST_NAME              SAMPLE
ADDRESS                1110 DARLEY AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212180000
  MORT                  $  25,000.00 
  BAL                   $        24,553.51 
  RATE                   11.190 
  PAI                   $         287.14 
  CLTV                  55.555 
MATURITY               120829
FEE                    0.5000

LOAN                   0000021927025
LAST_NAME              BRADLEY
ADDRESS                4423 DOUBLETREE
CITY                   MEMPHIS
STATE                  TN
ZIP                    381090000
  MORT                  $  62,100.00 
  BAL                   $        61,566.81 
  RATE                   12.825 
  PAI                   $         719.82 
  CLTV                  90.000 
MATURITY               170901
FEE                    0.5000

LOAN                   0000021927744
LAST_NAME              BONACCI
ADDRESS                8413 TRANSIT LANE
CITY                   BALDWINSVIL
STATE                  NY
ZIP                    130270000
  MORT                  $  72,000.00 
  BAL                   $        71,844.79 
  RATE                   10.200 
  PAI                   $         642.52 
  CLTV                  90.000 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021928924
LAST_NAME              VINCENT
ADDRESS                653 ACKER ST. NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $120,000.00 
  BAL                   $      119,631.32 
  RATE                     8.500 
  PAI                   $         922.70 
  CLTV                  80.000 
MATURITY               271126
FEE                    0.5000

LOAN                   0000021929229
LAST_NAME              SMITH
ADDRESS                3420 W EUNICE PLACE
CITY                   TUCSON
STATE                  AZ
ZIP                    857410000
  MORT                  $  20,000.00 
  BAL                   $        19,902.20 
  RATE                     9.900 
  PAI                   $         213.70 
  CLTV                  82.078 
MATURITY               130406
FEE                    0.5000

LOAN                   0000021929765
LAST_NAME              SPENCER
ADDRESS                518 POLO CLUB DRIVE
CITY                   GAHANNA
STATE                  OH
ZIP                    432300000
  MORT                  $107,000.00 
  BAL                   $      105,741.63 
  RATE                     8.250 
  PAI                   $         911.72 
  CLTV                  83.593 
MATURITY               171015
FEE                    0.5000

LOAN                   0000021929948
LAST_NAME              MORREALE
ADDRESS                44 PEWTER LANE
CITY                   HICKSVILLE
STATE                  NY
ZIP                    118010000
  MORT                  $  46,000.00 
  BAL                   $        45,218.64 
  RATE                     9.850 
  PAI                   $         490.11 
  CLTV                  83.618 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021931225
LAST_NAME              LITTLE
ADDRESS                14929 BILTMORE
CITY                   DETROIT
STATE                  MI
ZIP                    482270000
  MORT                  $  29,000.00 
  BAL                   $        28,597.02 
  RATE                     8.600 
  PAI                   $         287.28 
  CLTV                  61.702 
MATURITY               121205
FEE                    0.5000

LOAN                   0000021934369
LAST_NAME              TEASLEY
ADDRESS                127 CAMBRIDGE AVENUE
CITY                   DECATUR
STATE                  GA
ZIP                    300300000
  MORT                  $  25,000.00 
  BAL                   $        24,910.89 
  RATE                     8.500 
  PAI                   $         246.19 
  CLTV                  26.041 
MATURITY               130428
FEE                    0.5000

LOAN                   0000021935101
LAST_NAME              HORTON
ADDRESS                1505 DEDHAM COURT
CITY                   GREENSBORO
STATE                  NC
ZIP                    274070000
  MORT                  $127,900.00 
  BAL                   $      127,250.64 
  RATE                     8.990 
  PAI                   $      1,028.20 
  CLTV                  79.987 
MATURITY               120801
FEE                    0.5000

LOAN                   0000021936877
LAST_NAME              MOORE
ADDRESS                3012 TAYLOR AVE BLDG 6 #5
CITY                   SPRINGFIELD
STATE                  IL
ZIP                    627030000
  MORT                  $  36,000.00 
  BAL                   $        35,949.13 
  RATE                   12.150 
  PAI                   $         374.47 
  CLTV                  80.000 
MATURITY               121212
FEE                    0.5000


                          Page 3
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021937446
LAST_NAME              CORTEZ
ADDRESS                1211 SANTA ROSA STREET
CITY                   PUEBLO
STATE                  CO
ZIP                    810060000
  MORT                  $  51,850.00 
  BAL                   $        51,625.09 
  RATE                     9.750 
  PAI                   $         445.47 
  CLTV                  85.000 
MATURITY               270707
FEE                    0.5000

LOAN                   0000021938055
LAST_NAME              WHALEY
ADDRESS                11827 S JUSTINE
CITY                   CHICAGO
STATE                  IL
ZIP                    606430000
  MORT                  $  60,000.00 
  BAL                   $        58,863.75 
  RATE                     8.990 
  PAI                   $         608.21 
  CLTV                  75.000 
MATURITY               121024
FEE                    0.5000

LOAN                   0000021938097
LAST_NAME              GREELEY
ADDRESS                174 UNION STREET
CITY                   HANOVER
STATE                  MA
ZIP                    023390000
  MORT                  $  28,000.00 
  BAL                   $        28,000.00 
  RATE                   11.250 
  PAI                   $         322.66 
  CLTV                  16.972 
MATURITY               130522
FEE                    0.5000

LOAN                   0000021939319
LAST_NAME              CROOMS
ADDRESS                2404 NOTTINGHAM DRIVE
CITY                   SAVANNAH
STATE                  GA
ZIP                    314060000
  MORT                  $  28,000.00 
  BAL                   $        27,756.97 
  RATE                     9.750 
  PAI                   $         296.63 
  CLTV                  69.312 
MATURITY               130406
FEE                    0.5000

LOAN                   0000021940465
LAST_NAME              CASTRO
ADDRESS                2192 S 10TH EAST
CITY                   SALT LAKE C
STATE                  UT
ZIP                    841060000
  MORT                  $  64,000.00 
  BAL                   $        63,426.88 
  RATE                     8.400 
  PAI                   $         487.58 
  CLTV                  68.085 
MATURITY               270416
FEE                    0.5000

LOAN                   0000021940499
LAST_NAME              CASANOVA
ADDRESS                5110 ST VINCENT ST
CITY                   TAMPA
STATE                  FL
ZIP                    336140000
  MORT                  $  32,250.00 
  BAL                   $        30,942.89 
  RATE                     8.500 
  PAI                   $         317.58 
  CLTV                  43.581 
MATURITY               120303
FEE                    0.5000

LOAN                   0000021941364
LAST_NAME              MARCOUX
ADDRESS                115 N SHORE DRIVE
CITY                   JACKSONVILL
STATE                  NC
ZIP                    285400000
  MORT                  $  12,125.00 
  BAL                   $        12,003.73 
  RATE                     9.650 
  PAI                   $         157.90 
  CLTV                  70.000 
MATURITY               80324
FEE                    0.5000

LOAN                   0000021943485
LAST_NAME              TROIK
ADDRESS                1310 E ARROWHEAD ST, #2
CITY                   PAHRUMP
STATE                  NV
ZIP                    890410000
  MORT                  $  58,400.00 
  BAL                   $        58,246.88 
  RATE                   10.900 
  PAI                   $         551.75 
  CLTV                  80.000 
MATURITY               121001
FEE                    0.5000

LOAN                   0000021944103
LAST_NAME              GAGLE
ADDRESS                4850 E LAUREL LANE
CITY                   SCOTTSDALE
STATE                  AZ
ZIP                    852540000
  MORT                  $114,000.00 
  BAL                   $      113,597.14 
  RATE                     9.490 
  PAI                   $         957.75 
  CLTV                  74.754 
MATURITY               121001
FEE                    0.5000

LOAN                   0000021944467
LAST_NAME              STRINGER
ADDRESS                14207 SOUTH LOWE
CITY                   RIVERDALE
STATE                  IL
ZIP                    606270000
  MORT                  $  72,000.00 
  BAL                   $        71,798.22 
  RATE                     9.550 
  PAI                   $         673.49 
  CLTV                  90.000 
MATURITY               180310
FEE                    0.5000

LOAN                   0000021944558
LAST_NAME              HENDERSON
ADDRESS                124 MAPLE STREET
CITY                   COWPENS
STATE                  SC
ZIP                    293300000
  MORT                  $  63,000.00 
  BAL                   $        62,948.07 
  RATE                   10.350 
  PAI                   $         569.23 
  CLTV                  90.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021944731
LAST_NAME              JONES
ADDRESS                509 S PATRICK STREET
CITY                   ALEXANDRIA
STATE                  VA
ZIP                    223140000
  MORT                  $  90,000.00 
  BAL                   $        89,768.60 
  RATE                   10.250 
  PAI                   $         806.50 
  CLTV                  56.250 
MATURITY               271020
FEE                    0.5000

LOAN                   0000021944772
LAST_NAME              HARRIS
ADDRESS                13 THORNWOOD DRIVE
CITY                   WILLIAMSTON
STATE                  SC
ZIP                    296970000
  MORT                  $  63,000.00 
  BAL                   $        62,854.59 
  RATE                   11.490 
  PAI                   $         623.41 
  CLTV                  90.000 
MATURITY               121027
FEE                    0.5000

LOAN                   0000021944848
LAST_NAME              PEGEUESE
ADDRESS                109 HEMINGWAY STREET
CITY                   WINSTON SAL
STATE                  NC
ZIP                    271070000
  MORT                  $  70,200.00 
  BAL                   $        68,132.30 
  RATE                     9.400 
  PAI                   $         728.82 
  CLTV                  90.000 
MATURITY               120908
FEE                    0.5000

LOAN                   0000021945084
LAST_NAME              JOHNSON
ADDRESS                2471 BREWSTER RD
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462680000
  MORT                  $  64,000.00 
  BAL                   $        62,943.01 
  RATE                     8.750 
  PAI                   $         639.65 
  CLTV                  80.000 
MATURITY               121103
FEE                    0.5000

LOAN                   0000021945134
LAST_NAME              PAXTON
ADDRESS                 ROUTE 1 BOX 138
CITY                   DARLINGTON
STATE                  IN
ZIP                    479400000
  MORT                  $  36,000.00 
  BAL                   $        35,405.40 
  RATE                     8.750 
  PAI                   $         359.81 
  CLTV                  80.000 
MATURITY               121029
FEE                    0.5000

LOAN                   0000021945316
LAST_NAME              BRODIE
ADDRESS                3520 N SHERMAN DR
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462180000
  MORT                  $  43,200.00 
  BAL                   $        43,061.36 
  RATE                     9.950 
  PAI                   $         377.52 
  CLTV                  90.000 
MATURITY               271101
FEE                    0.5000

LOAN                   0000021945407
LAST_NAME              MOLZOF
ADDRESS                425 WISCONSIN
CITY                   EAST DUBUQU
STATE                  IL
ZIP                    610250000
  MORT                  $  30,750.00 
  BAL                   $        29,191.87 
  RATE                     9.990 
  PAI                   $         510.33 
  CLTV                  75.000 
MATURITY               41030
FEE                    0.5000

LOAN                   0000021945464
LAST_NAME              BLACKWELL
ADDRESS                3339 LUCILLE DR
CITY                   ELON COLLEG
STATE                  NC
ZIP                    272440000
  MORT                  $  73,800.00 
  BAL                   $        73,683.39 
  RATE                   12.490 
  PAI                   $         787.07 
  CLTV                  88.915 
MATURITY               121101
FEE                    0.5000

LOAN                   0000021945514
LAST_NAME              SHELTON
ADDRESS                408 4TH AVE WEST
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352040000
  MORT                  $  45,600.00 
  BAL                   $        45,477.88 
  RATE                   10.800 
  PAI                   $         427.38 
  CLTV                  80.000 
MATURITY               121020
FEE                    0.5000

LOAN                   0000021945795
LAST_NAME              MORRIS
ADDRESS                369 CLINTON STREET
CITY                   NEWARK
STATE                  OH
ZIP                    430550000
  MORT                  $  60,300.00 
  BAL                   $        60,145.00 
  RATE                   10.250 
  PAI                   $         540.35 
  CLTV                  90.000 
MATURITY               121027
FEE                    0.5000

LOAN                   0000021945837
LAST_NAME              FRICKE
ADDRESS                870 WILLIAMS AVE
CITY                   HAMILTON
STATE                  OH
ZIP                    450150000
  MORT                  $  62,400.00 
  BAL                   $        62,221.35 
  RATE                     8.900 
  PAI                   $         497.61 
  CLTV                  80.000 
MATURITY               121128
FEE                    0.5000

LOAN                   0000021945928
LAST_NAME              OLMO
ADDRESS                410 ROSEVILLE AVENUE
CITY                   NEWARK CITY
STATE                  NJ
ZIP                    071070000
  MORT                  $107,500.00 
  BAL                   $      105,088.64 
  RATE                   10.950 
  PAI                   $      1,218.47 
  CLTV                  61.428 
MATURITY               120922
FEE                    0.5000

LOAN                   0000021945944
LAST_NAME              ARP
ADDRESS                183 FOREST ROAD
CITY                   WEST HAVEN
STATE                  CT
ZIP                    065160000
  MORT                  $  90,000.00 
  BAL                   $        89,768.66 
  RATE                   10.250 
  PAI                   $         806.49 
  CLTV                  90.000 
MATURITY               271029
FEE                    0.5000

LOAN                   0000021946058
LAST_NAME              BENNETT
ADDRESS                3730 ALABAHA DRIVE
CITY                   BLACKSHEAR
STATE                  GA
ZIP                    315160000
  MORT                  $  27,200.00 
  BAL                   $        27,049.25 
  RATE                   11.500 
  PAI                   $         290.07 
  CLTV                  80.000 
MATURITY               171110
FEE                    0.5000

LOAN                   0000021946686
LAST_NAME              NELSON
ADDRESS                2845 14TH STREET,N
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337010000
  MORT                  $  55,000.00 
  BAL                   $        54,472.69 
  RATE                     8.500 
  PAI                   $         422.90 
  CLTV                  77.464 
MATURITY               270213
FEE                    0.5000

LOAN                   0000021947023
LAST_NAME              RADLE
ADDRESS                27420 CORINTHIAN DRIVE
CITY                   PUNTA GORDA
STATE                  FL
ZIP                    339500000
  MORT                  $  56,000.00 
  BAL                   $        53,686.54 
  RATE                     8.500 
  PAI                   $         551.45 
  CLTV                  75.675 
MATURITY               120212
FEE                    0.5000

LOAN                   0000021947361
LAST_NAME              HUMPHREY
ADDRESS                5408 EAGLES POINT CIRCLE
CITY                   SARASOTA
STATE                  FL
ZIP                    342310000
  MORT                  $124,000.00 
  BAL                   $      123,224.43 
  RATE                     8.500 
  PAI                   $         953.45 
  CLTV                  55.111 
MATURITY               270718
FEE                    0.5000

LOAN                   0000021947478
LAST_NAME              ROZEAR
ADDRESS                1215 JULIAN LANE DRIVE
CITY                   TAMPA
STATE                  FL
ZIP                    336190000
  MORT                  $  43,000.00 
  BAL                   $        42,759.15 
  RATE                     8.500 
  PAI                   $         330.63 
  CLTV                  79.629 
MATURITY               270902
FEE                    0.5000

LOAN                   0000021947601
LAST_NAME              DUCKWORTH
ADDRESS                8946 ROSS LANE
CITY                   NEWPORT RIC
STATE                  FL
ZIP                    346540000
  MORT                  $  28,500.00 
  BAL                   $        27,453.70 
  RATE                     8.650 
  PAI                   $         283.16 
  CLTV                  19.655 
MATURITY               120410
FEE                    0.5000

LOAN                   0000021947890
LAST_NAME              QUEREUX
ADDRESS                6111 NW 42 AVENUE
CITY                   FT. LAUDERD
STATE                  FL
ZIP                    333190000
  MORT                  $  64,000.00 
  BAL                   $        63,586.22 
  RATE                     8.650 
  PAI                   $         498.92 
  CLTV                  80.000 
MATURITY               270610
FEE                    0.5000

LOAN                   0000021948369
LAST_NAME              SULLIVAN
ADDRESS                807 BUTTERNUT ST NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200120000
  MORT                  $  30,000.00 
  BAL                   $        29,536.29 
  RATE                     9.500 
  PAI                   $         313.27 
  CLTV                  84.951 
MATURITY               121027
FEE                    0.5000

LOAN                   0000021949011
LAST_NAME              FORD
ADDRESS                1834 RAY LEONARD ROAD
CITY                   LANDOVER
STATE                  MD
ZIP                    207850000
  MORT                  $  62,400.00 
  BAL                   $        62,244.06 
  RATE                     9.500 
  PAI                   $         524.70 
  CLTV                  80.000 
MATURITY               121105
FEE                    0.5000

LOAN                   0000021949169
LAST_NAME              BLUTECKER
ADDRESS                8225 HITCHCOCK RD
CITY                   WHITE LAKE
STATE                  MI
ZIP                    483830000
  MORT                  $  69,000.00 
  BAL                   $        68,925.88 
  RATE                     9.100 
  PAI                   $         560.17 
  CLTV                  65.714 
MATURITY               280306
FEE                    0.5000

LOAN                   0000021949862
LAST_NAME              SMITH
ADDRESS                ROUTE 3  BOX 2180
CITY                   GLENNVILLE
STATE                  GA
ZIP                    304270000
  MORT                  $100,000.00 
  BAL                   $        99,965.17 
  RATE                   11.150 
  PAI                   $         963.68 
  CLTV                  80.000 
MATURITY               121208
FEE                    0.5000

LOAN                   0000021950118
LAST_NAME              CRISP
ADDRESS                5440 HWY 90
CITY                   COLLETTSVIL
STATE                  NC
ZIP                    286110000
  MORT                  $  54,800.00 
  BAL                   $        54,205.16 
  RATE                     8.900 
  PAI                   $         489.54 
  CLTV                  80.000 
MATURITY               171001
FEE                    0.5000

LOAN                   0000021950175
LAST_NAME              SHORT
ADDRESS                18925 PARKSIDE
CITY                   DETROIT
STATE                  MI
ZIP                    482210000
  MORT                  $  20,000.00 
  BAL                   $        19,485.24 
  RATE                   10.300 
  PAI                   $         427.90 
  CLTV                  50.030 
MATURITY               30306
FEE                    0.5000

LOAN                   0000021950217
LAST_NAME              COURTNEY
ADDRESS                19209 MOUNT AIREY ROAD
CITY                   BROOKVILLE
STATE                  MD
ZIP                    208330000
  MORT                  $  28,900.00 
  BAL                   $        27,737.20 
  RATE                     9.990 
  PAI                   $         381.76 
  CLTV                  84.897 
MATURITY               70910
FEE                    0.5000

LOAN                   0000021950324
LAST_NAME              ENJETI
ADDRESS                2502 FALLING BROOK TERRAC
CITY                   ADELPHI
STATE                  MD
ZIP                    207830000
  MORT                  $208,000.00 
  BAL                   $      207,422.14 
  RATE                     8.990 
  PAI                   $      1,672.12 
  CLTV                  80.000 
MATURITY               271105
FEE                    0.5000

LOAN                   0000021950449
LAST_NAME              TURNER
ADDRESS                1927 SHEPHERD STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200180000
  MORT                  $  84,000.00 
  BAL                   $        83,671.85 
  RATE                     9.500 
  PAI                   $         706.32 
  CLTV                  52.500 
MATURITY               121030
FEE                    0.5000

LOAN                   0000021951231
LAST_NAME              JOHNSON
ADDRESS                509 MAY STREET
CITY                   MOBILE
STATE                  AL
ZIP                    366070000
  MORT                  $  40,500.00 
  BAL                   $        40,008.05 
  RATE                   10.640 
  PAI                   $         451.21 
  CLTV                  90.000 
MATURITY               121105
FEE                    0.5000


                          Page 4
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021951363
LAST_NAME              FRITZ
ADDRESS                27 HARVARD ST
CITY                   SOUTH HADLE
STATE                  MA
ZIP                    010750000
  MORT                  $  72,400.00 
  BAL                   $        71,994.77 
  RATE                     8.400 
  PAI                   $         708.71 
  CLTV                  73.877 
MATURITY               130316
FEE                    0.5000

LOAN                   0000021951561
LAST_NAME              LOVE
ADDRESS                10 RIVERVIEW DRIVE WEST
CITY                   WEST UPPER
STATE                  NJ
ZIP                    070430000
  MORT                  $  45,000.00 
  BAL                   $        44,884.03 
  RATE                   10.200 
  PAI                   $         440.24 
  CLTV                  63.669 
MATURITY               180311
FEE                    0.5000

LOAN                   0000021951850
LAST_NAME              CRAMPTON
ADDRESS                RD 1  BOX 105A
CITY                   MILFORD
STATE                  NY
ZIP                    138070000
  MORT                  $130,000.00 
  BAL                   $      129,823.18 
  RATE                     7.950 
  PAI                   $         949.37 
  CLTV                  52.000 
MATURITY               280316
FEE                    0.5000

LOAN                   0000021952106
LAST_NAME              CANTRELL
ADDRESS                1385 MAPLEGROVE DRIVE
CITY                   FAIRBORN
STATE                  OH
ZIP                    453240000
  MORT                  $  86,670.00 
  BAL                   $        86,324.56 
  RATE                     9.250 
  PAI                   $         713.02 
  CLTV                  81.000 
MATURITY               121117
FEE                    0.5000

LOAN                   0000021952429
LAST_NAME              TEVLIN
ADDRESS                27 FIFTH AVENUE
CITY                   CHELMSFORD
STATE                  MA
ZIP                    018630000
  MORT                  $130,400.00 
  BAL                   $      129,955.22 
  RATE                     7.990 
  PAI                   $      1,089.90 
  CLTV                  80.000 
MATURITY               180310
FEE                    0.5000

LOAN                   0000021952684
LAST_NAME              HANNAH
ADDRESS                6736 S. ELIZABETH
CITY                   CHICAGO
STATE                  IL
ZIP                    606360000
  MORT                  $  61,200.00 
  BAL                   $        61,138.90 
  RATE                     9.450 
  PAI                   $         512.38 
  CLTV                  90.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000021953039
LAST_NAME              DOBBINS
ADDRESS                669 COUNTY ROAD 97
CITY                   FLAT ROCK
STATE                  AL
ZIP                    359660000
  MORT                  $  99,000.00 
  BAL                   $        98,938.47 
  RATE                   11.650 
  PAI                   $         991.74 
  CLTV                  90.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000021953096
LAST_NAME              PINCKARD
ADDRESS                2415 YALE STREET
CITY                   MARTINEZ
STATE                  CA
ZIP                    945530000
  MORT                  $  39,000.00 
  BAL                   $        38,696.92 
  RATE                     9.250 
  PAI                   $         401.39 
  CLTV                  75.737 
MATURITY               130311
FEE                    0.5000

LOAN                   0000021953203
LAST_NAME              ROBERTS
ADDRESS                16311 SE 115TH LANE
CITY                   YELM
STATE                  WA
ZIP                    985970000
  MORT                  $  27,800.00 
  BAL                   $        27,718.00 
  RATE                     9.150 
  PAI                   $         252.82 
  CLTV                  76.488 
MATURITY               180302
FEE                    0.5000

LOAN                   0000021953468
LAST_NAME              KLEIN
ADDRESS                29 BARAT LINE
CITY                   RHINEBECK
STATE                  NY
ZIP                    125720000
  MORT                  $  51,000.00 
  BAL                   $        50,709.43 
  RATE                     8.200 
  PAI                   $         493.29 
  CLTV                  44.736 
MATURITY               130304
FEE                    0.5000

LOAN                   0000021953484
LAST_NAME              TAYLOR
ADDRESS                905 LAUDER AVE
CITY                   BARTONVILLE
STATE                  IL
ZIP                    616070000
  MORT                  $  31,728.00 
  BAL                   $        31,651.44 
  RATE                   10.000 
  PAI                   $         340.96 
  CLTV                  83.355 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021953583
LAST_NAME              SMITH
ADDRESS                78 COMMONWEALTH BLVD
CITY                   NEW CASTLE
STATE                  DE
ZIP                    197200000
  MORT                  $  27,000.00 
  BAL                   $        26,355.59 
  RATE                   10.700 
  PAI                   $         367.35 
  CLTV                  24.770 
MATURITY               71106
FEE                    0.5000

LOAN                   0000021953914
LAST_NAME              BOWEN
ADDRESS                347 EAGLE CREEK CIRCLE
CITY                   LAKE MARY
STATE                  FL
ZIP                    327460000
  MORT                  $  61,800.00 
  BAL                   $        60,946.12 
  RATE                   10.750 
  PAI                   $         692.75 
  CLTV                  78.583 
MATURITY               121118
FEE                    0.5000

LOAN                   0000021954110
LAST_NAME              WARDLE
ADDRESS                452 W WILLOWBROOK DRIVE
CITY                   MERIDIAN
STATE                  ID
ZIP                    836420000
  MORT                  $  94,500.00 
  BAL                   $        94,409.58 
  RATE                     9.650 
  PAI                   $         804.97 
  CLTV                  90.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021954201
LAST_NAME              BIANCO
ADDRESS                52 SOUTH STREET
CITY                   WASHINGTONV
STATE                  NY
ZIP                    109920000
  MORT                  $  62,750.00 
  BAL                   $        61,821.64 
  RATE                     9.990 
  PAI                   $         673.93 
  CLTV                  47.537 
MATURITY               121118
FEE                    0.5000

LOAN                   0000021954276
LAST_NAME              BOSCO
ADDRESS                181 N ALBANY AVENUE
CITY                   MASSAPEQUA
STATE                  NY
ZIP                    117580000
  MORT                  $141,800.00 
  BAL                   $      140,418.82 
  RATE                     8.500 
  PAI                   $      1,230.57 
  CLTV                  61.652 
MATURITY               171124
FEE                    0.5000

LOAN                   0000021954573
LAST_NAME              LONGMIRE
ADDRESS                8501 S. LOOMIS BLVD
CITY                   CHICAGO
STATE                  IL
ZIP                    606200000
  MORT                  $  74,400.00 
  BAL                   $        74,300.95 
  RATE                     8.400 
  PAI                   $         566.81 
  CLTV                  80.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021954623
LAST_NAME              SERMONS
ADDRESS                4530 SW 25TH STREET
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330230000
  MORT                  $  45,000.00 
  BAL                   $        44,668.81 
  RATE                     8.650 
  PAI                   $         350.81 
  CLTV                  56.250 
MATURITY               270516
FEE                    0.5000

LOAN                   0000021954946
LAST_NAME              MURPHY
ADDRESS                2104 E VAILE AVENUE
CITY                   KOKOMO
STATE                  IN
ZIP                    469010000
  MORT                  $  46,000.00 
  BAL                   $        45,516.95 
  RATE                     9.600 
  PAI                   $         483.12 
  CLTV                  84.589 
MATURITY               130114
FEE                    0.5000

LOAN                   0000021955026
LAST_NAME              HALL
ADDRESS                5032 DONNYBROOK AVENUE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322080000
  MORT                  $  40,000.00 
  BAL                   $        39,933.47 
  RATE                   10.350 
  PAI                   $         361.42 
  CLTV                  70.796 
MATURITY               121229
FEE                    0.5000

LOAN                   0000021955349
LAST_NAME              BRADLEY
ADDRESS                17342 GROVEMONT STREET
CITY                   SANTA ANA
STATE                  CA
ZIP                    927050000
  MORT                  $  38,000.00 
  BAL                   $        37,815.85 
  RATE                   10.000 
  PAI                   $         408.36 
  CLTV                  84.788 
MATURITY               130309
FEE                    0.5000

LOAN                   0000021955422
LAST_NAME              JOHNSON
ADDRESS                4062 N CAPITOL AVENUE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462080000
  MORT                  $  63,750.00 
  BAL                   $        63,509.85 
  RATE                     9.700 
  PAI                   $         545.38 
  CLTV                  83.881 
MATURITY               271112
FEE                    0.5000

LOAN                   0000021955430
LAST_NAME              DAVIS
ADDRESS                4636 PINELEAF DRIVE
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282690000
  MORT                  $  14,900.00 
  BAL                   $        14,031.17 
  RATE                     9.300 
  PAI                   $         191.18 
  CLTV                  25.000 
MATURITY               71112
FEE                    0.5000

LOAN                   0000021955448
LAST_NAME              MADGETT
ADDRESS                16354 S HERMITAGE
CITY                   MARKHAM
STATE                  IL
ZIP                    604260000
  MORT                  $  51,750.00 
  BAL                   $        51,304.52 
  RATE                     9.490 
  PAI                   $         482.05 
  CLTV                  79.615 
MATURITY               171114
FEE                    0.5000

LOAN                   0000021955455
LAST_NAME              STETTER
ADDRESS                18420 PLEASANT STREET
CITY                   BROOKFIELD
STATE                  WI
ZIP                    530450000
  MORT                  $188,000.00 
  BAL                   $      187,052.60 
  RATE                     8.150 
  PAI                   $      1,399.19 
  CLTV                  80.000 
MATURITY               121119
FEE                    0.5000

LOAN                   0000021955653
LAST_NAME              CHECKETTS
ADDRESS                914 EAST BIRCH AVENUE
CITY                   FRESNO
STATE                  CA
ZIP                    937200000
  MORT                  $  43,200.00 
  BAL                   $        43,031.18 
  RATE                   10.150 
  PAI                   $         421.20 
  CLTV                  84.995 
MATURITY               180302
FEE                    0.5000

LOAN                   0000021955695
LAST_NAME              RUSS
ADDRESS                111 BROWN COURT
CITY                   SUMMERVILLE
STATE                  SC
ZIP                    294830000
  MORT                  $  49,000.00 
  BAL                   $        48,737.69 
  RATE                     8.900 
  PAI                   $         494.09 
  CLTV                  69.503 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021955729
LAST_NAME              STARBUCK
ADDRESS                4754 S CO RD 800W
CITY                   COATESVILLE
STATE                  IN
ZIP                    461210000
  MORT                  $  92,800.00 
  BAL                   $        91,896.05 
  RATE                     8.500 
  PAI                   $         805.34 
  CLTV                  80.000 
MATURITY               171110
FEE                    0.5000

LOAN                   0000021955992
LAST_NAME              BROWN
ADDRESS                5731 BRAMBLE AVENUE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452270000
  MORT                  $  70,200.00 
  BAL                   $        70,012.87 
  RATE                     9.190 
  PAI                   $         574.47 
  CLTV                  90.000 
MATURITY               271118
FEE                    0.5000

LOAN                   0000021956115
LAST_NAME              COLEMAN
ADDRESS                11455 S TROY
CITY                   MERRIONETTE
STATE                  IL
ZIP                    608030000
  MORT                  $  95,200.00 
  BAL                   $        94,926.09 
  RATE                     8.050 
  PAI                   $         912.54 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021956396
LAST_NAME              CRISP
ADDRESS                886 SAXON AVENUE
CITY                   AKRON
STATE                  OH
ZIP                    443140000
  MORT                  $  49,500.00 
  BAL                   $        49,315.74 
  RATE                     9.240 
  PAI                   $         406.87 
  CLTV                  79.200 
MATURITY               271030
FEE                    0.5000

LOAN                   0000021956503
LAST_NAME              LYONS
ADDRESS                 ROUTE 1 BOX 333-F
CITY                   MAX MEADOWS
STATE                  VA
ZIP                    243600000
  MORT                  $  45,000.00 
  BAL                   $        44,700.63 
  RATE                   11.490 
  PAI                   $         479.59 
  CLTV                  90.000 
MATURITY               171117
FEE                    0.5000

LOAN                   0000021956560
LAST_NAME              WADE
ADDRESS                4709 TAMARISK LANE
CITY                   WILSON
STATE                  NC
ZIP                    278930000
  MORT                  $  39,650.00 
  BAL                   $        39,460.21 
  RATE                   10.150 
  PAI                   $         429.73 
  CLTV                  79.987 
MATURITY               130304
FEE                    0.5000

LOAN                   0000021956586
LAST_NAME              CAMPBELL
ADDRESS                6154 BOUGAINVILLA CIRCLE
CITY                   PENSACOLA
STATE                  FL
ZIP                    325040000
  MORT                  $  45,500.00 
  BAL                   $        45,385.09 
  RATE                     9.500 
  PAI                   $         475.12 
  CLTV                  70.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021956610
LAST_NAME              STONE
ADDRESS                280 GREENWOOD ROAD
CITY                   PIEDMONT
STATE                  AL
ZIP                    362720000
  MORT                  $  78,300.00 
  BAL                   $        78,069.37 
  RATE                   10.990 
  PAI                   $         745.08 
  CLTV                  85.108 
MATURITY               120904
FEE                    0.5000

LOAN                   0000021956875
LAST_NAME              JOHNSON
ADDRESS                611 E 41ST STREET
CITY                   CHICAGO
STATE                  IL
ZIP                    606530000
  MORT                  $  41,000.00 
  BAL                   $        40,556.48 
  RATE                     8.250 
  PAI                   $         502.88 
  CLTV                  63.076 
MATURITY               80301
FEE                    0.5000

LOAN                   0000021956917
LAST_NAME              LOFTIS
ADDRESS                292 GARRISON BRANCH #4
CITY                   WEAVERVILLE
STATE                  NC
ZIP                    287870000
  MORT                  $  57,800.00 
  BAL                   $        57,264.90 
  RATE                     9.500 
  PAI                   $         486.02 
  CLTV                  85.000 
MATURITY               121105
FEE                    0.5000

LOAN                   0000021957055
LAST_NAME              HARSHMAN
ADDRESS                7709 PASEO SANTA CRUZ
CITY                   PLEASANTON
STATE                  CA
ZIP                    945660000
  MORT                  $  49,000.00 
  BAL                   $        48,855.49 
  RATE                     9.150 
  PAI                   $         445.61 
  CLTV                  69.550 
MATURITY               180302
FEE                    0.5000

LOAN                   0000021957089
LAST_NAME              CALIENDO
ADDRESS                914 WINSTON DRIVE
CITY                   MELROSE PAR
STATE                  IL
ZIP                    601600000
  MORT                  $136,000.00 
  BAL                   $      135,593.79 
  RATE                     9.050 
  PAI                   $      1,228.01 
  CLTV                  84.472 
MATURITY               180301
FEE                    0.5000

LOAN                   0000021957188
LAST_NAME              BROOKSBANK
ADDRESS                48 RIDGEWAY ROAD
CITY                   HARTWELL
STATE                  OH
ZIP                    452160000
  MORT                  $  88,000.00 
  BAL                   $        87,750.92 
  RATE                     8.900 
  PAI                   $         701.75 
  CLTV                  80.000 
MATURITY               121121
FEE                    0.5000

LOAN                   0000021957212
LAST_NAME              JOHNSON
ADDRESS                6421 MONTPELIER ROAD
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282100000
  MORT                  $  51,800.00 
  BAL                   $        50,300.09 
  RATE                     8.650 
  PAI                   $         514.66 
  CLTV                  47.522 
MATURITY               121124
FEE                    0.5000


                          Page 5
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021957246
LAST_NAME              TERRY
ADDRESS                1409 S EUCLID AVENUE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462030000
  MORT                  $  54,400.00 
  BAL                   $        53,993.73 
  RATE                     8.750 
  PAI                   $         427.97 
  CLTV                  80.000 
MATURITY               121110
FEE                    0.5000

LOAN                   0000021957261
LAST_NAME              CARNEVALE
ADDRESS                4304 7TH AVENUE
CITY                   KENOSHA
STATE                  WI
ZIP                    531400000
  MORT                  $  80,000.00 
  BAL                   $        79,413.04 
  RATE                     8.500 
  PAI                   $         615.14 
  CLTV                  80.000 
MATURITY               121202
FEE                    0.5000

LOAN                   0000021957345
LAST_NAME              GRANT
ADDRESS                1125 WILLOW LANE
CITY                   HARTSVILLE
STATE                  SC
ZIP                    295600000
  MORT                  $  59,000.00 
  BAL                   $        58,487.99 
  RATE                     9.050 
  PAI                   $         673.11 
  CLTV                  83.772 
MATURITY               100306
FEE                    0.5000

LOAN                   0000021957659
LAST_NAME              HOLCOMB
ADDRESS                10660 HELBER ROAD
CITY                   LOGAN
STATE                  OH
ZIP                    431380000
  MORT                  $  61,200.00 
  BAL                   $        61,099.19 
  RATE                   11.450 
  PAI                   $         603.73 
  CLTV                  90.000 
MATURITY               121112
FEE                    0.5000

LOAN                   0000021958046
LAST_NAME              POPESCU
ADDRESS                5266 N. CICERO AVE
CITY                   CHICAGO
STATE                  IL
ZIP                    606300000
  MORT                  $216,300.00 
  BAL                   $      215,808.67 
  RATE                     8.250 
  PAI                   $      1,624.99 
  CLTV                  79.815 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021958111
LAST_NAME              RUBIO
ADDRESS                1840 ZEPPELIN DRIVE
CITY                   HANOVER PAR
STATE                  IL
ZIP                    601030000
  MORT                  $  15,000.00 
  BAL                   $        14,551.50 
  RATE                   12.750 
  PAI                   $         173.07 
  CLTV                  73.054 
MATURITY               171128
FEE                    0.5000

LOAN                   0000021958137
LAST_NAME              CLOSE
ADDRESS                1824 NE MONROE ST
CITY                   PEORIA
STATE                  IL
ZIP                    616030000
  MORT                  $  40,500.00 
  BAL                   $        40,385.03 
  RATE                     9.450 
  PAI                   $         376.20 
  CLTV                  90.000 
MATURITY               180401
FEE                    0.5000

LOAN                   0000021958491
LAST_NAME              RAE
ADDRESS                2165 COTTAGE GROVE
CITY                   CLEVELAND H
STATE                  OH
ZIP                    441180000
  MORT                  $  84,000.00 
  BAL                   $        83,864.67 
  RATE                   11.550 
  PAI                   $         835.05 
  CLTV                  73.043 
MATURITY               121119
FEE                    0.5000

LOAN                   0000021958731
LAST_NAME              LUKER
ADDRESS                722 PALM HAVEN AVENUE
CITY                   SAN JOSE
STATE                  CA
ZIP                    951250000
  MORT                  $  86,000.00 
  BAL                   $        85,777.81 
  RATE                     9.250 
  PAI                   $         885.11 
  CLTV                  72.866 
MATURITY               130407
FEE                    0.5000

LOAN                   0000021958806
LAST_NAME              BARNUM
ADDRESS                2945 LOUISIANA STREET
CITY                   LONGVIEW
STATE                  WA
ZIP                    986320000
  MORT                  $  14,000.00 
  BAL                   $        13,889.66 
  RATE                     9.150 
  PAI                   $         143.25 
  CLTV                  70.629 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021958830
LAST_NAME              NELSON
ADDRESS                12791 FORESTEDGE CIRCLE
CITY                   ORLANDO
STATE                  FL
ZIP                    328820000
  MORT                  $  20,000.00 
  BAL                   $        19,842.35 
  RATE                     9.150 
  PAI                   $         204.65 
  CLTV                  48.228 
MATURITY               130303
FEE                    0.5000

LOAN                   0000021959069
LAST_NAME              ROBERGE
ADDRESS                110 DARLING STREET
CITY                   INDIAN ORCH
STATE                  MA
ZIP                    011510000
  MORT                  $  18,000.00 
  BAL                   $        17,907.04 
  RATE                     9.300 
  PAI                   $         185.80 
  CLTV                  62.892 
MATURITY               130309
FEE                    0.5000

LOAN                   0000021959119
LAST_NAME              LUSKY
ADDRESS                18 FAIRMONT
CITY                   TOWN OF BRO
STATE                  NY
ZIP                    117720000
  MORT                  $  57,000.00 
  BAL                   $        56,794.73 
  RATE                     7.550 
  PAI                   $         460.94 
  CLTV                  36.774 
MATURITY               180318
FEE                    0.5000

LOAN                   0000021959465
LAST_NAME              SHERMAN
ADDRESS                5650 INDIANTOWN ROAD
CITY                   RHODESDALE
STATE                  MD
ZIP                    216590000
  MORT                  $  73,600.00 
  BAL                   $        73,378.31 
  RATE                     9.500 
  PAI                   $         618.87 
  CLTV                  77.473 
MATURITY               271112
FEE                    0.5000

LOAN                   0000021959523
LAST_NAME              HANSON
ADDRESS                5425 43RD STREET
CITY                   VERO BEACH
STATE                  FL
ZIP                    329670000
  MORT                  $  41,600.00 
  BAL                   $        41,539.40 
  RATE                     9.600 
  PAI                   $         352.84 
  CLTV                  80.000 
MATURITY               280216
FEE                    0.5000

LOAN                   0000021959580
LAST_NAME              DEERING
ADDRESS                1913 LITTLE JOHN DRIVE
CITY                   OXFORD
STATE                  AL
ZIP                    362030000
  MORT                  $  55,200.00 
  BAL                   $        55,129.20 
  RATE                   10.200 
  PAI                   $         492.60 
  CLTV                  80.000 
MATURITY               280201
FEE                    0.5000

LOAN                   0000021960273
LAST_NAME              BIBBINS
ADDRESS                3428 WEST 46TH STREET
CITY                   CLEVELAND
STATE                  OH
ZIP                    441020000
  MORT                  $  65,700.00 
  BAL                   $        65,596.21 
  RATE                   10.590 
  PAI                   $         605.41 
  CLTV                  90.000 
MATURITY               121205
FEE                    0.5000

LOAN                   0000021960307
LAST_NAME              HODGE
ADDRESS                126 SPARKLEBERRY LANE
CITY                   LEXINGTON
STATE                  SC
ZIP                    290720000
  MORT                  $  76,500.00 
  BAL                   $        76,347.73 
  RATE                   10.890 
  PAI                   $         722.18 
  CLTV                  90.000 
MATURITY               121126
FEE                    0.5000

LOAN                   0000021960315
LAST_NAME              LAUGHERY
ADDRESS                10063 STOUT ROAD
CITY                   UTICA
STATE                  OH
ZIP                    430800000
  MORT                  $  70,200.00 
  BAL                   $        70,065.43 
  RATE                   10.750 
  PAI                   $         655.31 
  CLTV                  90.000 
MATURITY               121202
FEE                    0.5000

LOAN                   0000021960323
LAST_NAME              ROSS
ADDRESS                234 DUXBURY COURT
CITY                   WARWICK
STATE                  RI
ZIP                    028860000
  MORT                  $  69,000.00 
  BAL                   $        68,617.66 
  RATE                     9.250 
  PAI                   $         567.65 
  CLTV                  75.000 
MATURITY               271125
FEE                    0.5000

LOAN                   0000021960521
LAST_NAME              PAIGE
ADDRESS                1017 W 19TH ST
CITY                   CHICAGO
STATE                  IL
ZIP                    606080000
  MORT                  $  25,000.00 
  BAL                   $        24,613.57 
  RATE                     9.500 
  PAI                   $         261.06 
  CLTV                  29.069 
MATURITY               121103
FEE                    0.5000

LOAN                   0000021960695
LAST_NAME              ADAMS
ADDRESS                7508 ELM DRIVE
CITY                   OMAHA
STATE                  NE
ZIP                    681280000
  MORT                  $  64,600.00 
  BAL                   $        64,266.36 
  RATE                   10.250 
  PAI                   $         634.14 
  CLTV                  85.000 
MATURITY               180114
FEE                    0.5000

LOAN                   0000021960901
LAST_NAME              DUTRA
ADDRESS                316 318 SAUSALITO BLVD
CITY                   SAUSALITO
STATE                  CA
ZIP                    949650000
  MORT                  $  35,000.00 
  BAL                   $        34,820.90 
  RATE                     9.400 
  PAI                   $         363.37 
  CLTV                  67.814 
MATURITY               130317
FEE                    0.5000

LOAN                   0000021961040
LAST_NAME              VICKER
ADDRESS                3467 SOUTH 61ST STREET
CITY                   MILWAUKEE
STATE                  WI
ZIP                    532190000
  MORT                  $  69,700.00 
  BAL                   $        69,193.00 
  RATE                     9.350 
  PAI                   $         642.89 
  CLTV                  85.000 
MATURITY               171201
FEE                    0.5000

LOAN                   0000021961248
LAST_NAME              SESSA
ADDRESS                508 ORKNEY ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212120000
  MORT                  $  90,300.00 
  BAL                   $        88,994.89 
  RATE                   10.250 
  PAI                   $         984.23 
  CLTV                  70.000 
MATURITY               121101
FEE                    0.5000

LOAN                   0000021961339
LAST_NAME              VELLONE
ADDRESS                114 HAWTHORNE AVE
CITY                   UTICA
STATE                  NY
ZIP                    135020000
  MORT                  $  45,500.00 
  BAL                   $        45,456.22 
  RATE                     9.625 
  PAI                   $         386.75 
  CLTV                  70.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021961388
LAST_NAME              COOMER
ADDRESS                605 S MAIN
CITY                   FORTVILLE
STATE                  IN
ZIP                    460400000
  MORT                  $  27,000.00 
  BAL                   $        26,818.04 
  RATE                     9.950 
  PAI                   $         259.67 
  CLTV                  35.761 
MATURITY               171124
FEE                    0.5000

LOAN                   0000021961792
LAST_NAME              PARTOW
ADDRESS                1419 NW EL PORTAL ROAD
CITY                   ALBUQUERQUE
STATE                  NM
ZIP                    871070000
  MORT                  $  56,000.00 
  BAL                   $        55,854.00 
  RATE                     9.150 
  PAI                   $         573.00 
  CLTV                  79.987 
MATURITY               130323
FEE                    0.5000

LOAN                   0000021961974
LAST_NAME              BURDEN
ADDRESS                9771 DUNHILL DRIVE
CITY                   MIRAMAR
STATE                  FL
ZIP                    330250000
  MORT                  $  20,000.00 
  BAL                   $        19,941.75 
  RATE                     9.250 
  PAI                   $         183.18 
  CLTV                  69.301 
MATURITY               180317
FEE                    0.5000

LOAN                   0000021962238
LAST_NAME              DEESE
ADDRESS                6820 SANDRA DRIVE
CITY                   THEODORE
STATE                  AL
ZIP                    365820000
  MORT                  $  16,950.00 
  BAL                   $        16,757.19 
  RATE                   12.850 
  PAI                   $         212.79 
  CLTV                  70.491 
MATURITY               121101
FEE                    0.5000

LOAN                   0000021962733
LAST_NAME              WEST
ADDRESS                18135 NW 18TH AVENUE
CITY                   MIAMI
STATE                  FL
ZIP                    330560000
  MORT                  $  42,000.00 
  BAL                   $        40,761.87 
  RATE                     8.600 
  PAI                   $         416.06 
  CLTV                  69.054 
MATURITY               130304
FEE                    0.5000

LOAN                   0000021962741
LAST_NAME              REID
ADDRESS                2400 NW 183RD STREET
CITY                   MIAMI
STATE                  FL
ZIP                    330560000
  MORT                  $  27,000.00 
  BAL                   $        26,858.68 
  RATE                     9.150 
  PAI                   $         276.27 
  CLTV                  64.900 
MATURITY               130330
FEE                    0.5000

LOAN                   0000021963590
LAST_NAME              LICK
ADDRESS                610 LOCUST STREET
CITY                   MUSCATINE
STATE                  IA
ZIP                    527610000
  MORT                  $  43,200.00 
  BAL                   $        43,139.90 
  RATE                     9.450 
  PAI                   $         361.68 
  CLTV                  90.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021963624
LAST_NAME              CESARINI
ADDRESS                 20 NORWOOD ROAD
CITY                   NORTHAMPTON
STATE                  PA
ZIP                    189740000
  MORT                  $153,000.00 
  BAL                   $      152,280.96 
  RATE                     8.700 
  PAI                   $      1,347.20 
  CLTV                  85.000 
MATURITY               180301
FEE                    0.5000

LOAN                   0000021963665
LAST_NAME              DAVIS
ADDRESS                7710 TEDDER ROAD
CITY                   LUCAMA
STATE                  NC
ZIP                    278510000
  MORT                  $  58,500.00 
  BAL                   $        57,709.14 
  RATE                   11.550 
  PAI                   $         824.16 
  CLTV                  90.000 
MATURITY               80301
FEE                    0.5000

LOAN                   0000021963970
LAST_NAME              CRAWFORD
ADDRESS                29 HARDING AVENUE
CITY                   HATBORO
STATE                  PA
ZIP                    190400000
  MORT                  $130,000.00 
  BAL                   $      129,600.19 
  RATE                     8.500 
  PAI                   $         999.59 
  CLTV                  76.470 
MATURITY               121125
FEE                    0.5000

LOAN                   0000021964382
LAST_NAME              KUMAR
ADDRESS                8181 EAST KALIL DRIVE
CITY                   SCOTTSDALE
STATE                  AZ
ZIP                    852600000
  MORT                  $  70,000.00 
  BAL                   $        69,822.40 
  RATE                     9.450 
  PAI                   $         728.85 
  CLTV                  79.477 
MATURITY               130420
FEE                    0.5000

LOAN                   0000021964432
LAST_NAME              SHOEMAKER
ADDRESS                165 MONROE STREET
CITY                   SPRINGPORT
STATE                  MI
ZIP                    492840000
  MORT                  $  52,000.00 
  BAL                   $        51,834.56 
  RATE                     8.550 
  PAI                   $         452.92 
  CLTV                  80.000 
MATURITY               180311
FEE                    0.5000

LOAN                   0000021964846
LAST_NAME              BRANCH
ADDRESS                20029 LEXINGTON
CITY                   REDFORD
STATE                  MI
ZIP                    482400000
  MORT                  $  20,000.00 
  BAL                   $        19,802.79 
  RATE                     9.900 
  PAI                   $         263.20 
  CLTV                  83.191 
MATURITY               80320
FEE                    0.5000

LOAN                   0000021965009
LAST_NAME              KISCHMISCHIA
ADDRESS                144 URSHAN COURT
CITY                   SAN JOSE
STATE                  CA
ZIP                    951380000
  MORT                  $  52,450.00 
  BAL                   $        52,195.83 
  RATE                   10.000 
  PAI                   $         563.64 
  CLTV                  85.000 
MATURITY               130311
FEE                    0.5000

LOAN                   0000021965017
LAST_NAME              MAYBERRY
ADDRESS                12590 YAMPA WAY
CITY                   COMMERCE CI
STATE                  CO
ZIP                    800220000
  MORT                  $  35,200.00 
  BAL                   $        34,913.56 
  RATE                   11.990 
  PAI                   $         422.23 
  CLTV                  76.988 
MATURITY               121211
FEE                    0.5000


                          Page 6
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021965025
LAST_NAME              ADOLPHE
ADDRESS                428 ST. MARKS AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112380000
  MORT                  $  29,700.00 
  BAL                   $        29,560.67 
  RATE                   10.990 
  PAI                   $         306.36 
  CLTV                  74.994 
MATURITY               180101
FEE                    0.5000

LOAN                   0000021965116
LAST_NAME              PROBOLUS
ADDRESS                103 AUSTIN STREET
CITY                   NEW BEDFORD
STATE                  MA
ZIP                    027400000
  MORT                  $  55,000.00 
  BAL                   $        54,436.61 
  RATE                     8.300 
  PAI                   $         470.36 
  CLTV                  65.476 
MATURITY               171101
FEE                    0.5000

LOAN                   0000021965470
LAST_NAME              MCDONALD
ADDRESS                165 RIVER ROAD
CITY                   KINGSTON
STATE                  TN
ZIP                    377630000
  MORT                  $  86,000.00 
  BAL                   $        85,237.04 
  RATE                     9.250 
  PAI                   $         787.65 
  CLTV                  68.800 
MATURITY               171107
FEE                    0.5000

LOAN                   0000021965512
LAST_NAME              SALDO
ADDRESS                216-18 38TH AVENUE
CITY                   BAYSIDE
STATE                  NY
ZIP                    113610000
  MORT                  $  33,800.00 
  BAL                   $        31,451.51 
  RATE                     9.750 
  PAI                   $         442.00 
  CLTV                  67.175 
MATURITY               71124
FEE                    0.5000

LOAN                   0000021965595
LAST_NAME              PARKER
ADDRESS                8 ENCHANTED LANE
CITY                   FLETCHER
STATE                  NC
ZIP                    287320000
  MORT                  $  15,000.00 
  BAL                   $        14,866.14 
  RATE                     9.350 
  PAI                   $         155.28 
  CLTV                  74.315 
MATURITY               130324
FEE                    0.5000

LOAN                   0000021965769
LAST_NAME              BROWN
ADDRESS                2828 SPENCERWOOD DRIVE
CITY                   POWHATAN
STATE                  VA
ZIP                    231390000
  MORT                  $117,600.00 
  BAL                   $      117,186.57 
  RATE                     8.750 
  PAI                   $         925.16 
  CLTV                  80.000 
MATURITY               271106
FEE                    0.5000

LOAN                   0000021965801
LAST_NAME              PYLE
ADDRESS                125 ANNETTE DRIVE
CITY                   WEST SENECA
STATE                  NY
ZIP                    142240000
  MORT                  $  42,500.00 
  BAL                   $        41,680.17 
  RATE                   10.990 
  PAI                   $         438.39 
  CLTV                  82.029 
MATURITY               171210
FEE                    0.5000

LOAN                   0000021965959
LAST_NAME              LARGE
ADDRESS                1840 LIGHTNER ROAD
CITY                   PORT CLINTO
STATE                  OH
ZIP                    434520000
  MORT                  $  58,000.00 
  BAL                   $        57,516.93 
  RATE                     9.750 
  PAI                   $         550.14 
  CLTV                  81.118 
MATURITY               171103
FEE                    0.5000

LOAN                   0000021965983
LAST_NAME              MCGOWENS
ADDRESS                3802 DORCHESTER ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212150000
  MORT                  $  60,800.00 
  BAL                   $        60,387.42 
  RATE                     9.990 
  PAI                   $         586.33 
  CLTV                  78.961 
MATURITY               171202
FEE                    0.5000

LOAN                   0000021966031
LAST_NAME              CLARK
ADDRESS                815 UTICA ROAD
CITY                   UTICA
STATE                  NY
ZIP                    135020000
  MORT                  $  61,625.00 
  BAL                   $        61,571.96 
  RATE                   10.150 
  PAI                   $         547.65 
  CLTV                  85.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021966098
LAST_NAME              BATES
ADDRESS                5985 N AIRPORT ROAD
CITY                   MILTON
STATE                  FL
ZIP                    325830000
  MORT                  $  28,000.00 
  BAL                   $        28,000.00 
  RATE                     9.300 
  PAI                   $         289.02 
  CLTV                  64.502 
MATURITY               130504
FEE                    0.5000

LOAN                   0000021966106
LAST_NAME              OWENS
ADDRESS                5624 NATURE LANE
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323030000
  MORT                  $  24,300.00 
  BAL                   $        23,729.44 
  RATE                   10.990 
  PAI                   $         334.59 
  CLTV                  74.153 
MATURITY               71210
FEE                    0.5000

LOAN                   0000021966197
LAST_NAME              CARBEN
ADDRESS                3103 ERNEST STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322050000
  MORT                  $  12,000.00 
  BAL                   $        11,929.31 
  RATE                   10.990 
  PAI                   $         123.78 
  CLTV                  56.565 
MATURITY               171209
FEE                    0.5000

LOAN                   0000021966791
LAST_NAME              FAIRCLOTH
ADDRESS                474 ROBERT WILLIS ROAD
CITY                   CAIRO
STATE                  GA
ZIP                    317280000
  MORT                  $  52,000.00 
  BAL                   $        51,915.35 
  RATE                   10.450 
  PAI                   $         473.72 
  CLTV                  80.000 
MATURITY               121209
FEE                    0.5000

LOAN                   0000021966809
LAST_NAME              COX
ADDRESS                6620 SUNNYSIDE RD.
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462360000
  MORT                  $  31,200.00 
  BAL                   $        30,738.38 
  RATE                     9.990 
  PAI                   $         335.09 
  CLTV                  84.713 
MATURITY               121202
FEE                    0.5000

LOAN                   0000021967237
LAST_NAME              WARD
ADDRESS                2875 LAJEAN DRIVE
CITY                   ALTANTA
STATE                  GA
ZIP                    303490000
  MORT                  $  61,200.00 
  BAL                   $        58,851.89 
  RATE                     9.990 
  PAI                   $         808.42 
  CLTV                  82.702 
MATURITY               71120
FEE                    0.5000

LOAN                   0000021967294
LAST_NAME              SHOMO
ADDRESS                40 RICHARDSON AVENUE
CITY                   EATONTOWN
STATE                  NJ
ZIP                    077240000
  MORT                  $  74,500.00 
  BAL                   $        73,818.91 
  RATE                     8.600 
  PAI                   $         651.25 
  CLTV                  75.252 
MATURITY               180224
FEE                    0.5000

LOAN                   0000021967328
LAST_NAME              SANDERS
ADDRESS                6224 S. WOLCOTT
CITY                   CHICAGO
STATE                  IL
ZIP                    606360000
  MORT                  $  50,400.00 
  BAL                   $        49,824.54 
  RATE                   10.790 
  PAI                   $         566.22 
  CLTV                  70.000 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021967518
LAST_NAME              WOODARD
ADDRESS                1525 RAMBLEWOOD ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212390000
  MORT                  $  61,200.00 
  BAL                   $        59,891.26 
  RATE                   10.640 
  PAI                   $         681.83 
  CLTV                  79.480 
MATURITY               121126
FEE                    0.5000

LOAN                   0000021967559
LAST_NAME              PARKER
ADDRESS                6849 OLD SOLOMON ISLAND R
CITY                   FRIENDSHIP
STATE                  MD
ZIP                    207580000
  MORT                  $244,000.00 
  BAL                   $      243,142.19 
  RATE                     8.750 
  PAI                   $      1,919.55 
  CLTV                  80.000 
MATURITY               121105
FEE                    0.5000

LOAN                   0000021967617
LAST_NAME              TRIPI
ADDRESS                2996 SEBASTIAN LANE
CITY                   MELBOURNE
STATE                  FL
ZIP                    329350000
  MORT                  $  88,000.00 
  BAL                   $        87,753.47 
  RATE                     8.950 
  PAI                   $         704.91 
  CLTV                  80.000 
MATURITY               121126
FEE                    0.5000

LOAN                   0000021967625
LAST_NAME              MILLIREN
ADDRESS                2120 CLIFT ELRIDGE ROAD
CITY                   SODDY DAISY
STATE                  TN
ZIP                    373790000
  MORT                  $130,439.00 
  BAL                   $      129,729.47 
  RATE                     9.450 
  PAI                   $      1,092.05 
  CLTV                  70.507 
MATURITY               121028
FEE                    0.5000

LOAN                   0000021967948
LAST_NAME              KURINEC
ADDRESS                6001 ROUND HILL ROAD
CITY                   COLUMBUS
STATE                  GA
ZIP                    319040000
  MORT                  $  50,000.00 
  BAL                   $        49,341.42 
  RATE                     9.250 
  PAI                   $      1,044.00 
  CLTV                  76.598 
MATURITY               30410
FEE                    0.5000

LOAN                   0000021967989
LAST_NAME              CARDINAL
ADDRESS                4719 QUAIL CREEK LANE
CITY                   BOULDER
STATE                  CO
ZIP                    803010000
  MORT                  $  18,000.00 
  BAL                   $        17,817.41 
  RATE                     9.400 
  PAI                   $         231.94 
  CLTV                  62.940 
MATURITY               80330
FEE                    0.5000

LOAN                   0000021968607
LAST_NAME              DRYE
ADDRESS                4401 EAGLE CHASE DRIVE
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282160000
  MORT                  $  57,150.00 
  BAL                   $        57,017.61 
  RATE                   11.490 
  PAI                   $         565.52 
  CLTV                  90.000 
MATURITY               121101
FEE                    0.5000

LOAN                   0000021968722
LAST_NAME              BRUCE
ADDRESS                16555 S COPLEY COURT
CITY                   OREGON CITY
STATE                  OR
ZIP                    970450000
  MORT                  $  45,000.00 
  BAL                   $        44,521.55 
  RATE                     9.300 
  PAI                   $         413.60 
  CLTV                  55.894 
MATURITY               180330
FEE                    0.5000

LOAN                   0000021968789
LAST_NAME              MARDEN
ADDRESS                14232 HOUGHTON
CITY                   LIVONIA
STATE                  MI
ZIP                    481540000
  MORT                  $  23,630.00 
  BAL                   $        23,325.25 
  RATE                   10.050 
  PAI                   $         502.65 
  CLTV                  84.997 
MATURITY               30427
FEE                    0.5000

LOAN                   0000021968870
LAST_NAME              CURNOW
ADDRESS                21 W MAPLE AVE
CITY                   BOUND BROOK
STATE                  NJ
ZIP                    088050000
  MORT                  $  93,400.00 
  BAL                   $        92,753.92 
  RATE                     9.250 
  PAI                   $         768.38 
  CLTV                  69.185 
MATURITY               280303
FEE                    0.5000

LOAN                   0000021968904
LAST_NAME              WALSH
ADDRESS                 RT 1 BOX 600 BOOMER R
CITY                   BOOMER
STATE                  NC
ZIP                    286060000
  MORT                  $  55,800.00 
  BAL                   $        55,668.25 
  RATE                   10.650 
  PAI                   $         516.70 
  CLTV                  90.000 
MATURITY               121124
FEE                    0.5000

LOAN                   0000021968995
LAST_NAME              PRUITT
ADDRESS                300A MILLER ROAD
CITY                   MAULDIN
STATE                  SC
ZIP                    296620000
  MORT                  $  25,000.00 
  BAL                   $        24,584.88 
  RATE                   10.000 
  PAI                   $         268.66 
  CLTV                  83.673 
MATURITY               130316
FEE                    0.5000

LOAN                   0000021969084
LAST_NAME              CUMMINGS
ADDRESS                1360 PARKGREEN DRIVE
CITY                   DIXON
STATE                  CA
ZIP                    956200000
  MORT                  $  37,388.00 
  BAL                   $        37,291.01 
  RATE                   10.150 
  PAI                   $         364.53 
  CLTV                  80.000 
MATURITY               180323
FEE                    0.5000

LOAN                   0000021969233
LAST_NAME              SURBER
ADDRESS                1126 COUNTY SIDE DRIVE
CITY                   WEBB CITY
STATE                  MO
ZIP                    648700000
  MORT                  $  16,400.00 
  BAL                   $        16,319.79 
  RATE                     9.900 
  PAI                   $         175.24 
  CLTV                  84.955 
MATURITY               130306
FEE                    0.5000

LOAN                   0000021969290
LAST_NAME              GAGLIARDO
ADDRESS                2730 LATTING STREET
CITY                   BRONX
STATE                  NY
ZIP                    104610000
  MORT                  $304,200.00 
  BAL                   $      303,488.55 
  RATE                     9.950 
  PAI                   $      2,658.34 
  CLTV                  90.000 
MATURITY               280204
FEE                    0.5000

LOAN                   0000021969555
LAST_NAME              FISHER
ADDRESS                37 HUDSON RIVER ROAD
CITY                   WATERFORD
STATE                  NY
ZIP                    121880000
  MORT                  $  88,000.00 
  BAL                   $        87,935.98 
  RATE                     7.600 
  PAI                   $         621.35 
  CLTV                  80.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000021969605
LAST_NAME              VEGA
ADDRESS                7642 NORTH LUNDBERG DRIVE
CITY                   TUCSON
STATE                  AZ
ZIP                    857410000
  MORT                  $  15,000.00 
  BAL                   $        14,948.68 
  RATE                     9.400 
  PAI                   $         155.74 
  CLTV                  73.630 
MATURITY               130420
FEE                    0.5000

LOAN                   0000021969662
LAST_NAME              THOMAS
ADDRESS                216 WHITEOAK STREET
CITY                   THOMSON
STATE                  GA
ZIP                    308240000
  MORT                  $  21,100.00 
  BAL                   $        20,989.56 
  RATE                     9.150 
  PAI                   $         215.90 
  CLTV                  64.071 
MATURITY               130320
FEE                    0.5000

LOAN                   0000021969746
LAST_NAME              MOORE
ADDRESS                12 SHEFFIELD MANOR DRIVE
CITY                   NEWARK
STATE                  DE
ZIP                    197110000
  MORT                  $102,000.00 
  BAL                   $      101,393.95 
  RATE                     9.750 
  PAI                   $      1,080.55 
  CLTV                  85.000 
MATURITY               130304
FEE                    0.5000

LOAN                   0000021969779
LAST_NAME              READE
ADDRESS                132 NORTH JACKSON STREET
CITY                   INDEPENDENC
STATE                  CA
ZIP                    935260000
  MORT                  $  13,494.00 
  BAL                   $        13,461.73 
  RATE                   10.100 
  PAI                   $         145.84 
  CLTV                  84.915 
MATURITY               130424
FEE                    0.5000

LOAN                   0000021969795
LAST_NAME              MCCOLLOUGH
ADDRESS                3 FALCON COURT
CITY                   STAFFORD
STATE                  VA
ZIP                    225540000
  MORT                  $192,000.00 
  BAL                   $      191,196.33 
  RATE                     8.750 
  PAI                   $      1,696.73 
  CLTV                  80.000 
MATURITY               180318
FEE                    0.5000

LOAN                   0000021969977
LAST_NAME              FOTI
ADDRESS                2653 MADELINE AVENUE
CITY                   WINTER PARK
STATE                  FL
ZIP                    327890000
  MORT                  $  68,000.00 
  BAL                   $        67,919.83 
  RATE                     8.650 
  PAI                   $         530.11 
  CLTV                  75.555 
MATURITY               280316
FEE                    0.5000

LOAN                   0000021969985
LAST_NAME              DORTCH
ADDRESS                4124 TROTTER RIDGE ROAD
CITY                   DURHAM
STATE                  NC
ZIP                    277130000
  MORT                  $  36,500.00 
  BAL                   $        36,394.39 
  RATE                     9.300 
  PAI                   $         335.48 
  CLTV                  53.325 
MATURITY               180330
FEE                    0.5000


                          Page 7
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021970124
LAST_NAME              CREWS
ADDRESS                5931 ELLSWORTH STREET
CITY                   PHILADELPHI
STATE                  PA
ZIP                    191430000
  MORT                  $  25,100.00 
  BAL                   $        25,034.85 
  RATE                     9.200 
  PAI                   $         257.58 
  CLTV                  69.722 
MATURITY               130323
FEE                    0.5000

LOAN                   0000021970132
LAST_NAME              BRANCH
ADDRESS                5845 ST. ELMO AVENUE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452240000
  MORT                  $  72,000.00 
  BAL                   $        71,887.97 
  RATE                     8.500 
  PAI                   $         553.62 
  CLTV                  80.000 
MATURITY               280304
FEE                    0.5000

LOAN                   0000021970264
LAST_NAME              SOTO
ADDRESS                235 SHERATON AVE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112080000
  MORT                  $174,000.00 
  BAL                   $      173,691.18 
  RATE                     8.650 
  PAI                   $      1,356.45 
  CLTV                  77.333 
MATURITY               280127
FEE                    0.5000

LOAN                   0000021970348
LAST_NAME              TURPEN
ADDRESS                1610 FORT AVENUE
CITY                   MUSCLE SHOA
STATE                  AL
ZIP                    356600000
  MORT                  $  32,000.00 
  BAL                   $        32,000.00 
  RATE                     9.450 
  PAI                   $         333.19 
  CLTV                  79.971 
MATURITY               130518
FEE                    0.5000

LOAN                   0000021970389
LAST_NAME              TAWIL
ADDRESS                6 LEOS LANE
CITY                   AVON
STATE                  MA
ZIP                    023220000
  MORT                  $  20,000.00 
  BAL                   $        19,479.94 
  RATE                     9.900 
  PAI                   $         423.96 
  CLTV                  43.443 
MATURITY               30316
FEE                    0.5000

LOAN                   0000021970405
LAST_NAME              KNOPF
ADDRESS                2913 GILL AVENUE
CITY                   BAKERSFIELD
STATE                  CA
ZIP                    933060000
  MORT                  $  15,000.00 
  BAL                   $        14,853.65 
  RATE                   10.150 
  PAI                   $         199.48 
  CLTV                  83.843 
MATURITY               80318
FEE                    0.5000

LOAN                   0000021970413
LAST_NAME              KENNEDY
ADDRESS                356 ROEBUCK DRIVE
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352150000
  MORT                  $  33,434.00 
  BAL                   $        33,243.51 
  RATE                     8.200 
  PAI                   $         323.39 
  CLTV                  47.090 
MATURITY               130311
FEE                    0.5000

LOAN                   0000021971072
LAST_NAME              MILLSPAUGH
ADDRESS                145 BURBANK DRIVE
CITY                   WARWICK
STATE                  RI
ZIP                    028860000
  MORT                  $  46,000.00 
  BAL                   $        45,924.77 
  RATE                     8.300 
  PAI                   $         393.40 
  CLTV                  50.000 
MATURITY               180407
FEE                    0.5000

LOAN                   0000021971148
LAST_NAME              COWAN
ADDRESS                3908 GLENWOOD DRIVE
CITY                   SUFFOLK
STATE                  VA
ZIP                    234340000
  MORT                  $  86,400.00 
  BAL                   $        86,049.11 
  RATE                     9.850 
  PAI                   $         825.21 
  CLTV                  90.000 
MATURITY               180225
FEE                    0.5000

LOAN                   0000021971221
LAST_NAME              VACHA
ADDRESS                129 TURNER ROAD
CITY                   SCITUATE
STATE                  MA
ZIP                    020660000
  MORT                  $  32,600.00 
  BAL                   $        32,234.09 
  RATE                   12.990 
  PAI                   $         412.25 
  CLTV                  74.903 
MATURITY               121107
FEE                    0.5000

LOAN                   0000021971411
LAST_NAME              BACHLOTTE
ADDRESS                2820 HINES RD
CITY                   WINTERVILLE
STATE                  NC
ZIP                    285900000
  MORT                  $  44,000.00 
  BAL                   $        43,770.73 
  RATE                     9.200 
  PAI                   $         451.53 
  CLTV                  80.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021971452
LAST_NAME              LARSON
ADDRESS                16074 WEST RIVER ROAD
CITY                   COLUMBIA ST
STATE                  OH
ZIP                    440280000
  MORT                  $  27,800.00 
  BAL                   $        27,723.85 
  RATE                   10.450 
  PAI                   $         276.62 
  CLTV                  75.869 
MATURITY               180311
FEE                    0.5000

LOAN                   0000021971619
LAST_NAME              CLARK
ADDRESS                522A WILSON ROAD
CITY                   WASHINGTON
STATE                  NJ
ZIP                    080120000
  MORT                  $  77,400.00 
  BAL                   $        76,985.47 
  RATE                     9.990 
  PAI                   $         746.41 
  CLTV                  90.000 
MATURITY               180101
FEE                    0.5000

LOAN                   0000021971957
LAST_NAME              KRAFT
ADDRESS                203 BEACH 149 STREET
CITY                   NEPONSIT
STATE                  NY
ZIP                    116940000
  MORT                  $112,300.00 
  BAL                   $      112,111.70 
  RATE                     8.100 
  PAI                   $         946.33 
  CLTV                  48.826 
MATURITY               180401
FEE                    0.5000

LOAN                   0000021972120
LAST_NAME              MOTT
ADDRESS                92 LARCH DRIVE
CITY                   TOMS RIVER
STATE                  NJ
ZIP                    087530000
  MORT                  $  60,000.00 
  BAL                   $        59,840.00 
  RATE                     8.900 
  PAI                   $         605.00 
  CLTV                  50.000 
MATURITY               130427
FEE                    0.5000

LOAN                   0000021972351
LAST_NAME              COLLEY
ADDRESS                19944 SE STEELHEAD COURT
CITY                   TENINO
STATE                  WA
ZIP                    985890000
  MORT                  $  16,500.00 
  BAL                   $        16,427.76 
  RATE                   11.100 
  PAI                   $         188.58 
  CLTV                  69.968 
MATURITY               130407
FEE                    0.5000

LOAN                   0000021972385
LAST_NAME              HOLLIS
ADDRESS                329 SW 15TH STREET
CITY                   DANIA
STATE                  FL
ZIP                    330040000
  MORT                  $  88,000.00 
  BAL                   $        87,880.96 
  RATE                     9.950 
  PAI                   $         769.02 
  CLTV                  80.000 
MATURITY               130201
FEE                    0.5000

LOAN                   0000021972492
LAST_NAME              LYSKIN
ADDRESS                7470 ADAMS STREET
CITY                   VENTURA
STATE                  CA
ZIP                    930030000
  MORT                  $  27,654.00 
  BAL                   $        27,521.21 
  RATE                   10.100 
  PAI                   $         298.87 
  CLTV                  82.069 
MATURITY               130317
FEE                    0.5000

LOAN                   0000021972534
LAST_NAME              TERAVEST-COL
ADDRESS                2300 EDSON DRIVE
CITY                   GEORGETOWN
STATE                  MI
ZIP                    494260000
  MORT                  $  10,088.00 
  BAL                   $        10,088.00 
  RATE                     9.500 
  PAI                   $         130.54 
  CLTV                  57.525 
MATURITY               80522
FEE                    0.5000

LOAN                   0000021972583
LAST_NAME              MCQUEEN
ADDRESS                1016 SHEPARD AVENUE
CITY                   ROCKY MOUNT
STATE                  NC
ZIP                    278010000
  MORT                  $  81,900.00 
  BAL                   $        81,824.07 
  RATE                     9.800 
  PAI                   $         706.66 
  CLTV                  89.021 
MATURITY               280211
FEE                    0.5000

LOAN                   0000021972625
LAST_NAME              BOWERS
ADDRESS                4015 KING CHARLES ROAD
CITY                   DURHAM
STATE                  NC
ZIP                    277070000
  MORT                  $  60,000.00 
  BAL                   $        59,688.77 
  RATE                     9.250 
  PAI                   $         617.52 
  CLTV                  75.479 
MATURITY               130306
FEE                    0.5000

LOAN                   0000021972658
LAST_NAME              WOOLERY
ADDRESS                311 WASHINGTON
CITY                   SMITHTON
STATE                  MO
ZIP                    653500000
  MORT                  $  62,900.00 
  BAL                   $        62,394.57 
  RATE                     8.550 
  PAI                   $         699.98 
  CLTV                  85.000 
MATURITY               100302
FEE                    0.5000

LOAN                   0000021972757
LAST_NAME              MARTINEZ
ADDRESS                45628 CORTE MONTRIL
CITY                   TEMECULA
STATE                  CA
ZIP                    925920000
  MORT                  $  17,700.00 
  BAL                   $        17,676.69 
  RATE                   10.000 
  PAI                   $         170.81 
  CLTV                  84.856 
MATURITY               180330
FEE                    0.5000

LOAN                   0000021973144
LAST_NAME              GWIN
ADDRESS                217 LEE ST
CITY                   CHICKSAW
STATE                  AL
ZIP                    366110000
  MORT                  $  54,180.00 
  BAL                   $        53,913.85 
  RATE                     9.850 
  PAI                   $         577.26 
  CLTV                  87.387 
MATURITY               130318
FEE                    0.5000

LOAN                   0000021973458
LAST_NAME              COLE
ADDRESS                5311 NORWICH AVENUE
CITY                   LOS ANGELES
STATE                  CA
ZIP                    914110000
  MORT                  $  42,312.00 
  BAL                   $        42,201.53 
  RATE                   10.100 
  PAI                   $         411.13 
  CLTV                  84.763 
MATURITY               180309
FEE                    0.5000

LOAN                   0000021973482
LAST_NAME              BROWN
ADDRESS                716 W THIRD
CITY                   DEMING
STATE                  NM
ZIP                    880300000
  MORT                  $  22,500.00 
  BAL                   $        22,379.01 
  RATE                     8.850 
  PAI                   $         226.21 
  CLTV                  90.000 
MATURITY               130306
FEE                    0.5000

LOAN                   0000021973508
LAST_NAME              PERKINS
ADDRESS                5915 WHITESTONE LANE
CITY                   SUWANEE
STATE                  GA
ZIP                    301740000
  MORT                  $150,000.00 
  BAL                   $      149,563.20 
  RATE                     9.250 
  PAI                   $      1,373.81 
  CLTV                  72.917 
MATURITY               180330
FEE                    0.5000

LOAN                   0000021973540
LAST_NAME              COLBERT
ADDRESS                1123 1ST STREET NORTH
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352040000
  MORT                  $  31,000.00 
  BAL                   $        30,805.13 
  RATE                   10.490 
  PAI                   $         309.29 
  CLTV                  56.363 
MATURITY               171216
FEE                    0.5000

LOAN                   0000021973557
LAST_NAME              GERMANAS
ADDRESS                43 A LOS CERROS DE TESUQ
CITY                   SANTE FE
STATE                  NM
ZIP                    875010000
  MORT                  $  30,000.00 
  BAL                   $        29,847.15 
  RATE                     9.250 
  PAI                   $         384.10 
  CLTV                  41.155 
MATURITY               80421
FEE                    0.5000

LOAN                   0000021973656
LAST_NAME              WORMLEY
ADDRESS                3715 E. SAGE BRUSH AVENUE
CITY                   QUEEN CREEK
STATE                  AZ
ZIP                    852420000
  MORT                  $  47,000.00 
  BAL                   $        46,883.97 
  RATE                     9.750 
  PAI                   $         497.91 
  CLTV                  78.668 
MATURITY               130406
FEE                    0.5000

LOAN                   0000021973789
LAST_NAME              SANCHEZ
ADDRESS                3509 OLIVIA ROAD
CITY                   LAS VEGAS
STATE                  NM
ZIP                    877010000
  MORT                  $  21,000.00 
  BAL                   $        20,724.85 
  RATE                     9.450 
  PAI                   $         440.53 
  CLTV                  77.180 
MATURITY               30401
FEE                    0.5000

LOAN                   0000021973839
LAST_NAME              BURROUGH
ADDRESS                124 W 25TH STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322060000
  MORT                  $  45,000.00 
  BAL                   $        44,934.21 
  RATE                   10.950 
  PAI                   $         426.85 
  CLTV                  60.810 
MATURITY               130206
FEE                    0.5000

LOAN                   0000021973888
LAST_NAME              MOORE
ADDRESS                911 ONSLOW STREET
CITY                   DURHAM
STATE                  NC
ZIP                    277050000
  MORT                  $  57,600.00 
  BAL                   $        57,315.44 
  RATE                     8.300 
  PAI                   $         492.60 
  CLTV                  80.000 
MATURITY               180204
FEE                    0.5000

LOAN                   0000021973953
LAST_NAME              CANTRELL
ADDRESS                419 NORTH WALNUT STREET
CITY                   FLORENCE
STATE                  AL
ZIP                    356300000
  MORT                  $  87,500.00 
  BAL                   $        87,167.99 
  RATE                   12.650 
  PAI                   $         944.05 
  CLTV                  70.000 
MATURITY               280223
FEE                    0.5000

LOAN                   0000021974001
LAST_NAME              PERROTTA
ADDRESS                11 POWELL COURT
CITY                   NORTH BABYL
STATE                  NY
ZIP                    117030000
  MORT                  $  75,000.00 
  BAL                   $        75,000.00 
  RATE                     8.950 
  PAI                   $         758.48 
  CLTV                  49.342 
MATURITY               130504
FEE                    0.5000

LOAN                   0000021974076
LAST_NAME              CUEVAS
ADDRESS                222 S STARGLEN DRIVE
CITY                   COVINA
STATE                  CA
ZIP                    917240000
  MORT                  $  20,000.00 
  BAL                   $        19,868.33 
  RATE                   10.100 
  PAI                   $         265.42 
  CLTV                  82.238 
MATURITY               80420
FEE                    0.5000

LOAN                   0000021974423
LAST_NAME              SELDON
ADDRESS                8800 NW 24TH AVENUE
CITY                   MIAMI
STATE                  FL
ZIP                    331470000
  MORT                  $  56,000.00 
  BAL                   $        55,815.18 
  RATE                     8.300 
  PAI                   $         544.91 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021974548
LAST_NAME              MORRISON
ADDRESS                6392 SIDNEY
CITY                   TOWNSHIP OF
STATE                  MI
ZIP                    481160000
  MORT                  $  71,400.00 
  BAL                   $        71,326.42 
  RATE                     9.300 
  PAI                   $         589.98 
  CLTV                  85.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000021974563
LAST_NAME              FLEMING
ADDRESS                1211 DEWITT STREET
CITY                   PANAMA CITY
STATE                  FL
ZIP                    324010000
  MORT                  $  35,000.00 
  BAL                   $        34,074.43 
  RATE                     9.250 
  PAI                   $         730.80 
  CLTV                  69.017 
MATURITY               30309
FEE                    0.5000

LOAN                   0000021974621
LAST_NAME              HUGHES
ADDRESS                3853 S 88TH EAST AVENUE
CITY                   TULSA
STATE                  OK
ZIP                    741450000
  MORT                  $  57,600.00 
  BAL                   $        57,048.75 
  RATE                     8.650 
  PAI                   $         449.03 
  CLTV                  80.000 
MATURITY               280201
FEE                    0.5000

LOAN                   0000021974803
LAST_NAME              RYAN
ADDRESS                625 TOWNSHIP LINE ROAD
CITY                   ABINGTON TO
STATE                  PA
ZIP                    191170000
  MORT                  $  72,100.00 
  BAL                   $        71,913.72 
  RATE                     9.250 
  PAI                   $         742.05 
  CLTV                  79.997 
MATURITY               130420
FEE                    0.5000


                          Page 8
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021974811
LAST_NAME              ATKINS
ADDRESS                80 MAYER DRIVE
CITY                   HIGHLAND
STATE                  NY
ZIP                    125280000
  MORT                  $106,250.00 
  BAL                   $      106,078.89 
  RATE                   10.500 
  PAI                   $         971.91 
  CLTV                  85.000 
MATURITY               280101
FEE                    0.5000

LOAN                   0000021974985
LAST_NAME              GORDON
ADDRESS                742 ACOSTA ST
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322040000
  MORT                  $  42,500.00 
  BAL                   $        42,163.45 
  RATE                   10.950 
  PAI                   $         437.24 
  CLTV                  85.000 
MATURITY               180223
FEE                    0.5000

LOAN                   0000021975222
LAST_NAME              MYLER
ADDRESS                5522 LAKE VISTA
CITY                   WATERFORD
STATE                  MI
ZIP                    483270000
  MORT                  $  15,000.00 
  BAL                   $        14,956.30 
  RATE                     9.250 
  PAI                   $         137.39 
  CLTV                  44.720 
MATURITY               180309
FEE                    0.5000

LOAN                   0000021975453
LAST_NAME              COOPERSMITH
ADDRESS                23 MONGAUP ROAD
CITY                   MONTICELLO
STATE                  NY
ZIP                    127010000
  MORT                  $  50,000.00 
  BAL                   $        49,937.30 
  RATE                     8.350 
  PAI                   $         379.16 
  CLTV                  69.444 
MATURITY               130318
FEE                    0.5000

LOAN                   0000021975503
LAST_NAME              WILEY
ADDRESS                502 PAWNEE STREET
CITY                   TAYLORVILLE
STATE                  IL
ZIP                    625680000
  MORT                  $  34,200.00 
  BAL                   $        34,164.39 
  RATE                     9.250 
  PAI                   $         281.36 
  CLTV                  90.000 
MATURITY               130303
FEE                    0.5000

LOAN                   0000021975651
LAST_NAME              JORDAN
ADDRESS                194 OLDE FORGE ROAD
CITY                   HANOVER
STATE                  MA
ZIP                    023390000
  MORT                  $  40,000.00 
  BAL                   $        39,590.81 
  RATE                     9.250 
  PAI                   $         512.14 
  CLTV                  79.977 
MATURITY               80324
FEE                    0.5000

LOAN                   0000021975669
LAST_NAME              YOUNG
ADDRESS                2360 HIETER ROAD
CITY                   QUAKERTOWN
STATE                  PA
ZIP                    189510000
  MORT                  $  25,150.00 
  BAL                   $        25,088.76 
  RATE                     9.900 
  PAI                   $         268.73 
  CLTV                  84.977 
MATURITY               130406
FEE                    0.5000

LOAN                   0000021975909
LAST_NAME              BREWINGTON
ADDRESS                34 GRAVEL LANE
CITY                   CLINTON
STATE                  NC
ZIP                    283280000
  MORT                  $  38,250.00 
  BAL                   $        37,729.94 
  RATE                   11.450 
  PAI                   $         536.68 
  CLTV                  85.000 
MATURITY               80202
FEE                    0.5000

LOAN                   0000021976220
LAST_NAME              SCOTT-BRICE
ADDRESS                287 WINTHROP STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112250000
  MORT                  $118,000.00 
  BAL                   $      116,840.06 
  RATE                     8.990 
  PAI                   $      1,060.92 
  CLTV                  63.783 
MATURITY               171113
FEE                    0.5000

LOAN                   0000021976337
LAST_NAME              MUETZEL
ADDRESS                6230 MISTOVER LANE
CITY                   CANAL WINCH
STATE                  OH
ZIP                    431100000
  MORT                  $  20,000.00 
  BAL                   $        19,794.26 
  RATE                     9.150 
  PAI                   $         254.98 
  CLTV                  40.609 
MATURITY               80323
FEE                    0.5000

LOAN                   0000021976642
LAST_NAME              MATHESON
ADDRESS                13307 ARDENNES AVENUE
CITY                   ROCKVILLE
STATE                  MD
ZIP                    208510000
  MORT                  $132,000.00 
  BAL                   $      131,569.45 
  RATE                     8.350 
  PAI                   $      1,133.03 
  CLTV                  80.000 
MATURITY               180317
FEE                    0.5000

LOAN                   0000021976790
LAST_NAME              BLOOMER
ADDRESS                1066 CARISLE CIRCLE
CITY                   NORMAN
STATE                  OK
ZIP                    730690000
  MORT                  $  50,000.00 
  BAL                   $        49,437.76 
  RATE                     7.550 
  PAI                   $         594.82 
  CLTV                  78.125 
MATURITY               80304
FEE                    0.5000

LOAN                   0000021976808
LAST_NAME              LOPEZ
ADDRESS                51 HUNTINGTON ROAD
CITY                   HADLEY
STATE                  MA
ZIP                    010350000
  MORT                  $214,400.00 
  BAL                   $      213,093.77 
  RATE                     7.550 
  PAI                   $      1,993.62 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021976816
LAST_NAME              HALL
ADDRESS                902 WALL STREET
CITY                   IVA
STATE                  SC
ZIP                    296550000
  MORT                  $  73,100.00 
  BAL                   $        73,042.27 
  RATE                   10.550 
  PAI                   $         671.41 
  CLTV                  85.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000021976840
LAST_NAME              MONDAY
ADDRESS                1308 BOY SCOUT ROAD
CITY                   HIXSON
STATE                  TN
ZIP                    373430000
  MORT                  $  16,000.00 
  BAL                   $        15,877.49 
  RATE                     9.250 
  PAI                   $         184.35 
  CLTV                  48.095 
MATURITY               100301
FEE                    0.5000

LOAN                   0000021976857
LAST_NAME              MERRITT
ADDRESS                1540 WEST LANE
CITY                   PETERSBURG
STATE                  VA
ZIP                    238030000
  MORT                  $  50,400.00 
  BAL                   $        49,872.72 
  RATE                     8.850 
  PAI                   $         634.37 
  CLTV                  80.000 
MATURITY               80316
FEE                    0.5000

LOAN                   0000021976873
LAST_NAME              JENSEN
ADDRESS                1737 BRIARGLEN LANE
CITY                   SANDY
STATE                  UT
ZIP                    840920000
  MORT                  $127,300.00 
  BAL                   $      126,551.97 
  RATE                     7.850 
  PAI                   $      1,205.55 
  CLTV                  51.959 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021977335
LAST_NAME              SHARAK
ADDRESS                528 MARSH CIRCLE
CITY                   ST. SIMONS
STATE                  GA
ZIP                    315220000
  MORT                  $  20,000.00 
  BAL                   $        19,793.09 
  RATE                     9.050 
  PAI                   $         253.90 
  CLTV                  46.561 
MATURITY               80317
FEE                    0.5000

LOAN                   0000021977343
LAST_NAME              RAMSEY
ADDRESS                428 HAMILTON ROAD
CITY                   SATSUMA
STATE                  FL
ZIP                    321890000
  MORT                  $  34,000.00 
  BAL                   $        33,817.17 
  RATE                     8.850 
  PAI                   $         341.83 
  CLTV                  68.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021977442
LAST_NAME              SHERIDAN
ADDRESS                33 ELMWOOD ROAD
CITY                   VERONA
STATE                  NJ
ZIP                    070440000
  MORT                  $  15,000.00 
  BAL                   $        14,961.76 
  RATE                     9.400 
  PAI                   $         155.74 
  CLTV                  70.719 
MATURITY               130325
FEE                    0.5000

LOAN                   0000021977459
LAST_NAME              ENGLISH
ADDRESS                322 S REDLANDS ROAD
CITY                   GRAND JUNCT
STATE                  CO
ZIP                    815030000
  MORT                  $  85,400.00 
  BAL                   $        85,129.78 
  RATE                   10.000 
  PAI                   $         749.45 
  CLTV                  70.000 
MATURITY               271101
FEE                    0.5000

LOAN                   0000021977673
LAST_NAME              KLINKOSH
ADDRESS                5615 16TH STREET
CITY                   RACINE
STATE                  WI
ZIP                    534060000
  MORT                  $  45,500.00 
  BAL                   $        45,409.86 
  RATE                     9.800 
  PAI                   $         433.08 
  CLTV                  84.259 
MATURITY               180413
FEE                    0.5000

LOAN                   0000021977731
LAST_NAME              SHEPPARD
ADDRESS                675 TURBRIDGE COURT
CITY                   ALPHARETTA
STATE                  GA
ZIP                    302020000
  MORT                  $  40,000.00 
  BAL                   $        39,588.52 
  RATE                     9.150 
  PAI                   $         509.96 
  CLTV                  77.281 
MATURITY               80316
FEE                    0.5000

LOAN                   0000021977764
LAST_NAME              ELSEN
ADDRESS                501 GLEN ECHO ROAD
CITY                   NAPERVILLE
STATE                  IL
ZIP                    605650000
  MORT                  $162,400.00 
  BAL                   $      161,836.38 
  RATE                     7.850 
  PAI                   $      1,343.26 
  CLTV                  80.000 
MATURITY               180310
FEE                    0.5000

LOAN                   0000021977814
LAST_NAME              LAMB
ADDRESS                5700 W COUNTY ROAD 1070 N
CITY                   GASTON
STATE                  IN
ZIP                    473420000
  MORT                  $  71,200.00 
  BAL                   $        71,016.52 
  RATE                     9.100 
  PAI                   $         578.03 
  CLTV                  76.641 
MATURITY               130101
FEE                    0.5000

LOAN                   0000021977822
LAST_NAME              WRIGHT
ADDRESS                130 MOORE DAIRY ROAD
CITY                   MOORE
STATE                  SC
ZIP                    293690000
  MORT                  $  49,725.00 
  BAL                   $        49,604.17 
  RATE                   10.650 
  PAI                   $         501.46 
  CLTV                  85.000 
MATURITY               180302
FEE                    0.5000

LOAN                   0000021978085
LAST_NAME              LEFAVE
ADDRESS                33 LARCH ROAD
CITY                   MILFORD
STATE                  NH
ZIP                    030550000
  MORT                  $  95,200.00 
  BAL                   $        95,147.99 
  RATE                     9.000 
  PAI                   $         766.01 
  CLTV                  80.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000021978101
LAST_NAME              WOJNOWSKI
ADDRESS                15563 HOWE ROAD
CITY                   STRONGSVILL
STATE                  OH
ZIP                    441360000
  MORT                  $139,500.00 
  BAL                   $      138,888.33 
  RATE                     8.650 
  PAI                   $      1,223.89 
  CLTV                  90.000 
MATURITY               180303
FEE                    0.5000

LOAN                   0000021978465
LAST_NAME              COULOMBE
ADDRESS                61 ROCKLAND STREET
CITY                   CANTON
STATE                  MA
ZIP                    020210000
  MORT                  $134,400.00 
  BAL                   $      133,984.80 
  RATE                     7.900 
  PAI                   $      1,276.64 
  CLTV                  80.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000021978549
LAST_NAME              KENNEDY
ADDRESS                595 W 800 SOUTH
CITY                   ALPINE
STATE                  UT
ZIP                    840040000
  MORT                  $132,800.00 
  BAL                   $      132,623.00 
  RATE                     8.050 
  PAI                   $         979.07 
  CLTV                  80.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000021979356
LAST_NAME              SIMPSON
ADDRESS                318 S COLLINGTON AVE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212310000
  MORT                  $  54,000.00 
  BAL                   $        53,913.15 
  RATE                     9.125 
  PAI                   $         439.36 
  CLTV                  75.683 
MATURITY               130219
FEE                    0.5000

LOAN                   0000021979414
LAST_NAME              WHITLEY
ADDRESS                708 SOUTH GERRARD
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462410000
  MORT                  $  13,800.00 
  BAL                   $        13,732.24 
  RATE                     9.900 
  PAI                   $         181.61 
  CLTV                  84.940 
MATURITY               80420
FEE                    0.5000

LOAN                   0000021979554
LAST_NAME              ZAWALNIAK
ADDRESS                5711 GREENWOOD ROAD
CITY                   RINGWOOD
STATE                  IL
ZIP                    600970000
  MORT                  $  50,000.00 
  BAL                   $        50,000.00 
  RATE                   10.050 
  PAI                   $         484.17 
  CLTV                  62.613 
MATURITY               180515
FEE                    0.5000

LOAN                   0000021979760
LAST_NAME              DANUBIO
ADDRESS                63 SUMMIT AVENUE
CITY                   WALDWICK
STATE                  NJ
ZIP                    074630000
  MORT                  $  35,000.00 
  BAL                   $        34,908.75 
  RATE                     9.150 
  PAI                   $         358.13 
  CLTV                  78.050 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021979869
LAST_NAME              CHAPPELL
ADDRESS                1234 N EL MOLINO AVENUE
CITY                   PASADENA
STATE                  CA
ZIP                    911040000
  MORT                  $112,000.00 
  BAL                   $      111,681.33 
  RATE                     8.875 
  PAI                   $         891.13 
  CLTV                  80.000 
MATURITY               280101
FEE                    0.5000

LOAN                   0000021979893
LAST_NAME              KIDD
ADDRESS                10602 E 134TH AVENUE
CITY                   PUYALLUP
STATE                  WA
ZIP                    983740000
  MORT                  $111,900.00 
  BAL                   $      111,582.64 
  RATE                     9.000 
  PAI                   $         900.38 
  CLTV                  78.802 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021979992
LAST_NAME              FOULK
ADDRESS                269 DELPHINIUM STREET
CITY                   ENCINITAS
STATE                  CA
ZIP                    920240000
  MORT                  $  20,000.00 
  BAL                   $        19,962.68 
  RATE                   10.875 
  PAI                   $         188.58 
  CLTV                  13.793 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021980040
LAST_NAME              PHILLIPS
ADDRESS                308 LAUREL AVENUE
CITY                   SELMA
STATE                  AL
ZIP                    367010000
  MORT                  $  16,300.00 
  BAL                   $        16,160.24 
  RATE                     9.600 
  PAI                   $         171.20 
  CLTV                  79.878 
MATURITY               130323
FEE                    0.5000

LOAN                   0000021980073
LAST_NAME              MENDOZA
ADDRESS                4980 BUTTE FALLS HWY
CITY                   EAGLE POINT
STATE                  OR
ZIP                    975240000
  MORT                  $119,000.00 
  BAL                   $      118,717.84 
  RATE                     9.750 
  PAI                   $      1,022.40 
  CLTV                  85.000 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021980115
LAST_NAME              PORTER
ADDRESS                45 ROCKWELL STREET
CITY                   DORCHESTER
STATE                  MA
ZIP                    021240000
  MORT                  $  16,200.00 
  BAL                   $        16,200.00 
  RATE                   11.050 
  PAI                   $         352.64 
  CLTV                  50.991 
MATURITY               30427
FEE                    0.5000

LOAN                   0000021980222
LAST_NAME              GALVAN
ADDRESS                1931 W SCHOOL AVE
CITY                   PORTERVILLE
STATE                  CA
ZIP                    932570000
  MORT                  $  69,200.00 
  BAL                   $        69,021.49 
  RATE                     9.375 
  PAI                   $         575.58 
  CLTV                  84.907 
MATURITY               271201
FEE                    0.5000


                          Page 9
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021980230
LAST_NAME              ETHERIDGE
ADDRESS                1691 SUMTER STREET
CITY                   GEORGETOWN
STATE                  SC
ZIP                    294400000
  MORT                  $  42,900.00 
  BAL                   $        42,677.46 
  RATE                     9.250 
  PAI                   $         441.53 
  CLTV                  66.000 
MATURITY               130311
FEE                    0.5000

LOAN                   0000021980305
LAST_NAME              MCMILLIN
ADDRESS                522 N 31ST STREET
CITY                   COLORADO SP
STATE                  CO
ZIP                    809040000
  MORT                  $100,000.00 
  BAL                   $        99,721.74 
  RATE                     9.875 
  PAI                   $         868.35 
  CLTV                  80.000 
MATURITY               271101
FEE                    0.5000

LOAN                   0000021980339
LAST_NAME              PARKER
ADDRESS                30955 RUNNING BIRD LANE
CITY                   STEAMBOAT S
STATE                  CO
ZIP                    804770000
  MORT                  $271,830.00 
  BAL                   $      271,448.90 
  RATE                     7.800 
  PAI                   $      1,956.83 
  CLTV                  85.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000021980446
LAST_NAME              GOLDMAN
ADDRESS                10840 DOUGLASS SWAMP ROAD
CITY                   LYNCHBURG
STATE                  SC
ZIP                    290800000
  MORT                  $  92,650.00 
  BAL                   $        91,883.10 
  RATE                     8.600 
  PAI                   $         917.80 
  CLTV                  85.000 
MATURITY               130202
FEE                    0.5000

LOAN                   0000021980479
LAST_NAME              MANUEL
ADDRESS                11178 SOUTH HERMOSA
CITY                   CHICAGO
STATE                  IL
ZIP                    606430000
  MORT                  $  76,000.00 
  BAL                   $        72,595.26 
  RATE                   10.840 
  PAI                   $         856.20 
  CLTV                  81.720 
MATURITY               121215
FEE                    0.5000

LOAN                   0000021980503
LAST_NAME              FAIRCHILD
ADDRESS                113 S 410 EAST
CITY                   RUPERT
STATE                  ID
ZIP                    833500000
  MORT                  $110,450.00 
  BAL                   $      110,080.84 
  RATE                     9.000 
  PAI                   $         888.71 
  CLTV                  77.237 
MATURITY               271101
FEE                    0.5000

LOAN                   0000021980560
LAST_NAME              HOSKING
ADDRESS                1045  EDWARDS VILLAGE BLV
CITY                   EDWARDS
STATE                  CO
ZIP                    816200000
  MORT                  $150,300.00 
  BAL                   $      148,641.99 
  RATE                     9.500 
  PAI                   $      1,263.81 
  CLTV                  78.691 
MATURITY               271101
FEE                    0.5000

LOAN                   0000021980594
LAST_NAME              HURTADO
ADDRESS                17531 WRIGHTWOOD LANE
CITY                   HUNTINGTON
STATE                  CA
ZIP                    926490000
  MORT                  $192,000.00 
  BAL                   $      191,436.93 
  RATE                     9.625 
  PAI                   $      1,631.98 
  CLTV                  80.000 
MATURITY               271101
FEE                    0.5000

LOAN                   0000021980750
LAST_NAME              FICHTER
ADDRESS                354 MARBLE ROAD
CITY                   GRANBY
STATE                  CO
ZIP                    804460000
  MORT                  $  30,000.00 
  BAL                   $        30,000.00 
  RATE                     9.050 
  PAI                   $         270.89 
  CLTV                  58.324 
MATURITY               180428
FEE                    0.5000

LOAN                   0000021980883
LAST_NAME              HILL
ADDRESS                464 PINE RIVER RANCH
CITY                   BAYFIELD
STATE                  CO
ZIP                    811220000
  MORT                  $  25,000.00 
  BAL                   $        24,934.22 
  RATE                     9.050 
  PAI                   $         254.32 
  CLTV                  44.730 
MATURITY               130403
FEE                    0.5000

LOAN                   0000021981022
LAST_NAME              CLARK
ADDRESS                1214 OAKLANE CIRCLE NORTH
CITY                   MOBILE
STATE                  AL
ZIP                    366180000
  MORT                  $  35,000.00 
  BAL                   $        34,715.22 
  RATE                   10.840 
  PAI                   $         357.46 
  CLTV                  72.916 
MATURITY               180318
FEE                    0.5000

LOAN                   0000021981063
LAST_NAME              MAREK
ADDRESS                7819 SW BARNARD DRIVE
CITY                   BEAVERTON
STATE                  OR
ZIP                    970070000
  MORT                  $  35,800.00 
  BAL                   $        35,431.72 
  RATE                     9.150 
  PAI                   $         456.42 
  CLTV                  77.245 
MATURITY               80325
FEE                    0.5000

LOAN                   0000021981105
LAST_NAME              TUCKER
ADDRESS                1052 EVANS ST.
CITY                   ELKHART
STATE                  IN
ZIP                    465160000
  MORT                  $  12,000.00 
  BAL                   $        11,838.25 
  RATE                     8.950 
  PAI                   $         121.36 
  CLTV                  22.222 
MATURITY               121212
FEE                    0.5000

LOAN                   0000021981121
LAST_NAME              MITCHELL
ADDRESS                8051 BANKHEAD HIGHWAY
CITY                   DORA
STATE                  AL
ZIP                    350620000
  MORT                  $  52,000.00 
  BAL                   $        51,309.55 
  RATE                     9.450 
  PAI                   $         435.35 
  CLTV                  80.000 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021981170
LAST_NAME              LOPEZ
ADDRESS                1218 WEST WASATCH DOWNS D
CITY                   SOUTH JORDA
STATE                  UT
ZIP                    840950000
  MORT                  $  49,288.00 
  BAL                   $        49,226.21 
  RATE                     8.350 
  PAI                   $         373.75 
  CLTV                  79.999 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021981220
LAST_NAME              BURGIS
ADDRESS                6715 LAWNTON AVENUE
CITY                   PHILADELPHI
STATE                  PA
ZIP                    191260000
  MORT                  $  25,000.00 
  BAL                   $        25,000.00 
  RATE                   10.050 
  PAI                   $         269.42 
  CLTV                  77.000 
MATURITY               130413
FEE                    0.5000

LOAN                   0000021981337
LAST_NAME              HUTCHINGS
ADDRESS                16700 MOUNT MADONNA ROAD
CITY                   MORGAN HILL
STATE                  CA
ZIP                    950300000
  MORT                  $104,000.00 
  BAL                   $      103,711.65 
  RATE                     9.000 
  PAI                   $         836.81 
  CLTV                  37.818 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021981345
LAST_NAME              WATSON
ADDRESS                2767 NAHUNTA RD
CITY                   PIKEVILLE
STATE                  NC
ZIP                    278630000
  MORT                  $  78,750.00 
  BAL                   $        78,538.99 
  RATE                   12.990 
  PAI                   $         922.05 
  CLTV                  90.000 
MATURITY               180211
FEE                    0.5000

LOAN                   0000021981451
LAST_NAME              BRADFORD
ADDRESS                520 N MILLER STREET
CITY                   SANTA MARIA
STATE                  CA
ZIP                    934540000
  MORT                  $142,400.00 
  BAL                   $      142,044.18 
  RATE                     9.500 
  PAI                   $      1,197.38 
  CLTV                  80.000 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021981659
LAST_NAME              EMPSON
ADDRESS                1319 SPRING STREET EXT
CITY                   GROTON
STATE                  NY
ZIP                    130730000
  MORT                  $  55,200.00 
  BAL                   $        55,124.91 
  RATE                     7.950 
  PAI                   $         403.12 
  CLTV                  80.000 
MATURITY               130306
FEE                    0.5000

LOAN                   0000021981766
LAST_NAME              FAIRCHILD
ADDRESS                4095 STEVENSVILLE RIVER R
CITY                   STEVENSVILL
STATE                  MT
ZIP                    598700000
  MORT                  $103,000.00 
  BAL                   $      102,755.78 
  RATE                     9.750 
  PAI                   $         884.93 
  CLTV                  68.666 
MATURITY               280101
FEE                    0.5000

LOAN                   0000021981840
LAST_NAME              KAZMIERCZAK
ADDRESS                1201 WEST DECATUR PLACE
CITY                   BROKEN ARRO
STATE                  OK
ZIP                    740110000
  MORT                  $  85,000.00 
  BAL                   $        84,509.26 
  RATE                     8.050 
  PAI                   $         814.76 
  CLTV                  85.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000021981881
LAST_NAME              DAY
ADDRESS                220 COIN DU LESTIN DRIVE
CITY                   SLIDELL
STATE                  LA
ZIP                    704600000
  MORT                  $  12,000.00 
  BAL                   $        12,000.00 
  RATE                     9.250 
  PAI                   $         153.64 
  CLTV                  63.028 
MATURITY               80513
FEE                    0.5000

LOAN                   0000021981964
LAST_NAME              MILES
ADDRESS                112 PINE FOREST DRIVE
CITY                   EASLEY
STATE                  SC
ZIP                    296400000
  MORT                  $  92,000.00 
  BAL                   $        91,819.89 
  RATE                   10.650 
  PAI                   $         851.89 
  CLTV                  80.000 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021981998
LAST_NAME              WILLIS
ADDRESS                1620 ANNIE STREET
CITY                   WEST BEND
STATE                  WI
ZIP                    530900000
  MORT                  $  94,000.00 
  BAL                   $        93,884.51 
  RATE                     8.450 
  PAI                   $         719.46 
  CLTV                  78.991 
MATURITY               280301
FEE                    0.5000

LOAN                   0000021982137
LAST_NAME              JONES
ADDRESS                4320 ROSARY LANE
CITY                   SHREVEPORT
STATE                  LA
ZIP                    711080000
  MORT                  $  15,800.00 
  BAL                   $        14,781.83 
  RATE                   10.750 
  PAI                   $         341.56 
  CLTV                  49.375 
MATURITY               21201
FEE                    0.5000

LOAN                   0000021982145
LAST_NAME              ROLLING
ADDRESS                90 HERZL STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112120000
  MORT                  $100,000.00 
  BAL                   $        99,366.57 
  RATE                     7.900 
  PAI                   $         830.23 
  CLTV                  62.500 
MATURITY               180303
FEE                    0.5000

LOAN                   0000021982160
LAST_NAME              MANN
ADDRESS                3770 MARBURG AVENUE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452090000
  MORT                  $151,300.00 
  BAL                   $      151,161.21 
  RATE                     9.850 
  PAI                   $      1,311.03 
  CLTV                  85.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000021982202
LAST_NAME              WHICKER
ADDRESS                255 PLUM STREET
CITY                   AURORA
STATE                  IL
ZIP                    605060000
  MORT                  $108,000.00 
  BAL                   $      107,858.94 
  RATE                     8.150 
  PAI                   $         803.79 
  CLTV                  76.056 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021982327
LAST_NAME              JAIME
ADDRESS                322 12TH AVENUE NE
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337010000
  MORT                  $  70,000.00 
  BAL                   $        68,841.26 
  RATE                     7.950 
  PAI                   $         847.45 
  CLTV                  58.333 
MATURITY               80302
FEE                    0.5000

LOAN                   0000021982343
LAST_NAME              HARROD
ADDRESS                3060 PARKER CREEK ROAD
CITY                   PRINCE FRED
STATE                  MD
ZIP                    206780000
  MORT                  $100,400.00 
  BAL                   $      100,254.49 
  RATE                   10.990 
  PAI                   $         955.38 
  CLTV                  80.000 
MATURITY               271229
FEE                    0.5000

LOAN                   0000021982384
LAST_NAME              CALHOUN
ADDRESS                8 DANUBE COURT
CITY                   REISTERSTOW
STATE                  MD
ZIP                    211360000
  MORT                  $100,000.00 
  BAL                   $        99,707.75 
  RATE                     8.800 
  PAI                   $         790.27 
  CLTV                  80.000 
MATURITY               271203
FEE                    0.5000

LOAN                   0000021982517
LAST_NAME              GORDON
ADDRESS                2330 DUANE STREET NO 105
CITY                   LOS ANGELES
STATE                  CA
ZIP                    900390000
  MORT                  $  18,000.00 
  BAL                   $        18,000.00 
  RATE                     9.250 
  PAI                   $         375.84 
  CLTV                  74.022 
MATURITY               30427
FEE                    0.5000

LOAN                   0000021982525
LAST_NAME              MANSON
ADDRESS                39 JOHN STREET
CITY                   ROCKAWAY
STATE                  NJ
ZIP                    078660000
  MORT                  $  66,000.00 
  BAL                   $        65,456.01 
  RATE                   11.850 
  PAI                   $         785.75 
  CLTV                  79.866 
MATURITY               121219
FEE                    0.5000

LOAN                   0000021982657
LAST_NAME              STEWART
ADDRESS                3149 CHERRY ROAD NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200180000
  MORT                  $  65,000.00 
  BAL                   $        64,335.48 
  RATE                     9.500 
  PAI                   $         678.75 
  CLTV                  60.185 
MATURITY               121230
FEE                    0.5000

LOAN                   0000021982806
LAST_NAME              BATES
ADDRESS                2345 W 700 NORTH
CITY                   COLUMBIA CI
STATE                  IN
ZIP                    467250000
  MORT                  $  27,400.00 
  BAL                   $        26,627.50 
  RATE                     8.990 
  PAI                   $         346.94 
  CLTV                  68.500 
MATURITY               71215
FEE                    0.5000

LOAN                   0000021982954
LAST_NAME              BUTTRICK
ADDRESS                50 WEST STREET
CITY                   COTUIT
STATE                  MA
ZIP                    026350000
  MORT                  $  99,000.00 
  BAL                   $        98,463.56 
  RATE                     7.550 
  PAI                   $         800.57 
  CLTV                  73.880 
MATURITY               180302
FEE                    0.5000

LOAN                   0000021983077
LAST_NAME              CAMPBELL
ADDRESS                27875 GALETON ROAD
CITY                   CANYON COUN
STATE                  CA
ZIP                    913510000
  MORT                  $  32,000.00 
  BAL                   $        31,562.78 
  RATE                     7.850 
  PAI                   $         646.55 
  CLTV                  18.823 
MATURITY               30403
FEE                    0.5000

LOAN                   0000021983085
LAST_NAME              HOOD
ADDRESS                7205 REBEL ROAD
CITY                   MILTON
STATE                  FL
ZIP                    325830000
  MORT                  $  55,200.00 
  BAL                   $        55,200.00 
  RATE                   11.250 
  PAI                   $         536.14 
  CLTV                  80.000 
MATURITY               280303
FEE                    0.5000

LOAN                   0000021983119
LAST_NAME              BOYD
ADDRESS                541 HOWELLTON ROAD
CITY                   ORANGE
STATE                  CT
ZIP                    064770000
  MORT                  $  86,000.00 
  BAL                   $        85,820.36 
  RATE                     7.850 
  PAI                   $         622.07 
  CLTV                  41.747 
MATURITY               280301
FEE                    0.5000

LOAN                   0000021983184
LAST_NAME              IVEY
ADDRESS                205 E STAGECOACH ROAD
CITY                   MEBANE
STATE                  NC
ZIP                    273020000
  MORT                  $  65,600.00 
  BAL                   $        65,412.61 
  RATE                     9.400 
  PAI                   $         607.20 
  CLTV                  65.600 
MATURITY               180301
FEE                    0.5000


                          Page 10
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021983259
LAST_NAME              PERRY
ADDRESS                231 WEST 41ST AVENUE
CITY                   SAN MATEO
STATE                  CA
ZIP                    944030000
  MORT                  $  35,000.00 
  BAL                   $        34,908.70 
  RATE                     9.150 
  PAI                   $         358.13 
  CLTV                  65.541 
MATURITY               130403
FEE                    0.5000

LOAN                   0000021983416
LAST_NAME              MILLER
ADDRESS                5065 BISCAYNE DRIVE
CITY                   COLUMBUS
STATE                  GA
ZIP                    319070000
  MORT                  $  46,400.00 
  BAL                   $        46,355.59 
  RATE                     9.650 
  PAI                   $         395.25 
  CLTV                  80.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000021983440
LAST_NAME              CROOKS
ADDRESS                6 MORGAN STREET
CITY                   AVOCA
STATE                  NY
ZIP                    148090000
  MORT                  $  34,600.00 
  BAL                   $        34,328.73 
  RATE                     8.750 
  PAI                   $         305.76 
  CLTV                  76.888 
MATURITY               171216
FEE                    0.5000

LOAN                   0000021983457
LAST_NAME              BERRY
ADDRESS                5819 N. GALENA ROAD
CITY                   PEORIA
STATE                  IL
ZIP                    616140000
  MORT                  $  28,000.00 
  BAL                   $        27,000.04 
  RATE                     8.450 
  PAI                   $         274.91 
  CLTV                  77.777 
MATURITY               130330
FEE                    0.5000

LOAN                   0000021983663
LAST_NAME              PETERSEN
ADDRESS                609 BAY BLOSSOM DRIVE
CITY                   WILMINGTON
STATE                  NC
ZIP                    284050000
  MORT                  $  13,450.00 
  BAL                   $        13,414.93 
  RATE                     9.150 
  PAI                   $         137.63 
  CLTV                  79.999 
MATURITY               130410
FEE                    0.5000

LOAN                   0000021983705
LAST_NAME              FISH
ADDRESS                7200 PAW PAW LAKE RD
CITY                   COLOMA
STATE                  MI
ZIP                    490380000
  MORT                  $  64,000.00 
  BAL                   $        63,964.30 
  RATE                     8.900 
  PAI                   $         510.37 
  CLTV                  80.000 
MATURITY               280310
FEE                    0.5000

LOAN                   0000021983721
LAST_NAME              CRAWLEY
ADDRESS                116 MAPLEWOOD DRIVE
CITY                   NOBLESVILLE
STATE                  IN
ZIP                    460600000
  MORT                  $  30,000.00 
  BAL                   $        29,606.28 
  RATE                   10.050 
  PAI                   $         397.29 
  CLTV                  75.809 
MATURITY               80316
FEE                    0.5000

LOAN                   0000021983747
LAST_NAME              GILCHRIST
ADDRESS                2417 LOYOLA SOUTH WAY
CITY                   BALTIMORE
STATE                  MD
ZIP                    212150000
  MORT                  $  49,200.00 
  BAL                   $        49,131.31 
  RATE                   12.200 
  PAI                   $         513.66 
  CLTV                  80.000 
MATURITY               121209
FEE                    0.5000

LOAN                   0000021983903
LAST_NAME              REAGAN
ADDRESS                801 OXFORD WAY
CITY                   BENICIA
STATE                  CA
ZIP                    945100000
  MORT                  $  30,000.00 
  BAL                   $        30,000.00 
  RATE                     9.950 
  PAI                   $         636.68 
  CLTV                  61.457 
MATURITY               30512
FEE                    0.5000

LOAN                   0000021983929
LAST_NAME              VANGILDER
ADDRESS                633 SOUTH MILITARY HIGHWA
CITY                   VIRGINIA BE
STATE                  VA
ZIP                    234640000
  MORT                  $  29,500.00 
  BAL                   $        29,423.09 
  RATE                     9.150 
  PAI                   $         301.85 
  CLTV                  78.121 
MATURITY               130420
FEE                    0.5000

LOAN                   0000021983986
LAST_NAME              STANDAFER
ADDRESS                7499 NEWKIRK DRIVE
CITY                   TOWNSHIP OF
STATE                  OH
ZIP                    450110000
  MORT                  $  14,300.00 
  BAL                   $        13,928.17 
  RATE                     9.900 
  PAI                   $         303.13 
  CLTV                  84.999 
MATURITY               30324
FEE                    0.5000

LOAN                   0000021984034
LAST_NAME              MASON
ADDRESS                719 CHANDLER ROAD
CITY                   DURHAM
STATE                  NC
ZIP                    277030000
  MORT                  $  95,200.00 
  BAL                   $        94,139.44 
  RATE                     9.850 
  PAI                   $      1,250.19 
  CLTV                  85.000 
MATURITY               80309
FEE                    0.5000

LOAN                   0000021984083
LAST_NAME              MEJIA
ADDRESS                16631 S. CHARNSWOOD STREE
CITY                   TINLEY PARK
STATE                  IL
ZIP                    604770000
  MORT                  $148,000.00 
  BAL                   $      147,806.70 
  RATE                     8.150 
  PAI                   $      1,101.49 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021984166
LAST_NAME              HILL
ADDRESS                16535 W 287TH STREET
CITY                   PAOLA
STATE                  KS
ZIP                    660710000
  MORT                  $  25,000.00 
  BAL                   $        24,768.46 
  RATE                   15.000 
  PAI                   $         349.90 
  CLTV                  67.550 
MATURITY               121117
FEE                    0.5000

LOAN                   0000021984174
LAST_NAME              KEELER
ADDRESS                480 FIELD POINT ROAD
CITY                   GREENWICH
STATE                  CT
ZIP                    068300000
  MORT                  $110,000.00 
  BAL                   $      110,000.00 
  RATE                     9.200 
  PAI                   $      1,128.82 
  CLTV                  61.849 
MATURITY               130527
FEE                    0.5000

LOAN                   0000021984216
LAST_NAME              VAN HORN
ADDRESS                127 APPLEGATE DRIVE
CITY                   STERLING
STATE                  VA
ZIP                    221700000
  MORT                  $  25,000.00 
  BAL                   $        24,799.30 
  RATE                     9.150 
  PAI                   $         255.81 
  CLTV                  65.229 
MATURITY               130417
FEE                    0.5000

LOAN                   0000021984232
LAST_NAME              COOK
ADDRESS                10675 COUNTY ROAD 469
CITY                   CENTER HILL
STATE                  FL
ZIP                    335140000
  MORT                  $  60,000.00 
  BAL                   $        59,890.94 
  RATE                   11.590 
  PAI                   $         598.30 
  CLTV                  80.000 
MATURITY               121208
FEE                    0.5000

LOAN                   0000021984281
LAST_NAME              GRIFFITH
ADDRESS                55 ROCK CREEK ROAD
CITY                   TRENTON
STATE                  SC
ZIP                    298470000
  MORT                  $  36,350.00 
  BAL                   $        35,958.96 
  RATE                     8.350 
  PAI                   $         447.78 
  CLTV                  68.584 
MATURITY               80313
FEE                    0.5000

LOAN                   0000021984315
LAST_NAME              DIXON
ADDRESS                1215 E GEORGIA ROAD
CITY                   WOODRUFF
STATE                  SC
ZIP                    293880000
  MORT                  $  63,400.00 
  BAL                   $        63,339.73 
  RATE                   10.350 
  PAI                   $         572.85 
  CLTV                  49.185 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021984448
LAST_NAME              REPAY
ADDRESS                1611 MYRTLE AVENUE
CITY                   HAMMOND
STATE                  IN
ZIP                    463940000
  MORT                  $  41,700.00 
  BAL                   $        41,555.19 
  RATE                     7.850 
  PAI                   $         344.92 
  CLTV                  67.258 
MATURITY               180312
FEE                    0.5000

LOAN                   0000021984604
LAST_NAME              RIVERA
ADDRESS                571 BRUCE AVENUE
CITY                   STRATFORD
STATE                  CT
ZIP                    064970000
  MORT                  $  21,000.00 
  BAL                   $        20,872.34 
  RATE                   10.750 
  PAI                   $         213.20 
  CLTV                  84.603 
MATURITY               180105
FEE                    0.5000

LOAN                   0000021984653
LAST_NAME              DUNAWAY
ADDRESS                1624 JEFFERSON AVENUE
CITY                   COVINGTON
STATE                  KY
ZIP                    410140000
  MORT                  $  28,125.00 
  BAL                   $        27,943.86 
  RATE                     8.950 
  PAI                   $         284.43 
  CLTV                  78.125 
MATURITY               130303
FEE                    0.5000

LOAN                   0000021984661
LAST_NAME              WARREN
ADDRESS                300 ANTHONY WAYNE RD
CITY                   VIRGINIA BE
STATE                  VA
ZIP                    234620000
  MORT                  $  88,000.00 
  BAL                   $        87,877.88 
  RATE                     7.850 
  PAI                   $         636.53 
  CLTV                  80.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000021984703
LAST_NAME              BRADY
ADDRESS                3313 EAST WOODMONT AVE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452130000
  MORT                  $  72,000.00 
  BAL                   $        71,813.13 
  RATE                     9.200 
  PAI                   $         738.86 
  CLTV                  74.611 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021984737
LAST_NAME              BUJNOWSKI
ADDRESS                13 NOTTINGHAM ROAD
CITY                   OXFORD
STATE                  MA
ZIP                    015400000
  MORT                  $  78,750.00 
  BAL                   $        78,558.25 
  RATE                     9.900 
  PAI                   $         841.44 
  CLTV                  75.000 
MATURITY               130415
FEE                    0.5000

LOAN                   0000021984752
LAST_NAME              PABON
ADDRESS                52 BEACON AVENUE
CITY                   JERSEY CITY
STATE                  NJ
ZIP                    073060000
  MORT                  $  89,600.00 
  BAL                   $        89,090.56 
  RATE                     9.500 
  PAI                   $         835.19 
  CLTV                  80.000 
MATURITY               180101
FEE                    0.5000

LOAN                   0000021984844
LAST_NAME              VONDAUBER
ADDRESS                29 FAYETTE STREET
CITY                   EARLVILLE
STATE                  NY
ZIP                    133320000
  MORT                  $  67,500.00 
  BAL                   $        67,338.64 
  RATE                   10.100 
  PAI                   $         729.49 
  CLTV                  86.538 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021984950
LAST_NAME              COLEMAN
ADDRESS                2022 WRIGHT AVENUE
CITY                   NORTH CHICA
STATE                  IL
ZIP                    600640000
  MORT                  $  15,500.00 
  BAL                   $        15,479.71 
  RATE                   10.050 
  PAI                   $         150.10 
  CLTV                  78.594 
MATURITY               180427
FEE                    0.5000

LOAN                   0000021984976
LAST_NAME              RILEY
ADDRESS                861 S. PARK STREET
CITY                   SPRINGFIELD
STATE                  IL
ZIP                    627040000
  MORT                  $104,000.00 
  BAL                   $      103,475.44 
  RATE                     8.150 
  PAI                   $         879.64 
  CLTV                  80.000 
MATURITY               180303
FEE                    0.5000

LOAN                   0000021984992
LAST_NAME              SMITH
ADDRESS                515 MCDONOUGH STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112330000
  MORT                  $145,000.00 
  BAL                   $      144,922.42 
  RATE                     9.100 
  PAI                   $      1,177.16 
  CLTV                  72.500 
MATURITY               280310
FEE                    0.5000

LOAN                   0000021985056
LAST_NAME              JAMES
ADDRESS                2124 W 64TH STREET
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462600000
  MORT                  $  54,400.00 
  BAL                   $        54,104.77 
  RATE                     9.875 
  PAI                   $         520.47 
  CLTV                  85.000 
MATURITY               180201
FEE                    0.5000

LOAN                   0000021985148
LAST_NAME              SIMPSON
ADDRESS                293 NEW SALEM ROAD
CITY                   RANDLEMAN
STATE                  NC
ZIP                    273170000
  MORT                  $  32,475.00 
  BAL                   $        32,475.00 
  RATE                     9.250 
  PAI                   $         334.24 
  CLTV                  84.995 
MATURITY               130429
FEE                    0.5000

LOAN                   0000021985205
LAST_NAME              BURKE
ADDRESS                 PO BOX 1046
CITY                   BOURBON
STATE                  MO
ZIP                    654410000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                     8.450 
  PAI                   $         441.82 
  CLTV                  53.571 
MATURITY               130511
FEE                    0.5000

LOAN                   0000021985221
LAST_NAME              SAXTON
ADDRESS                1415 G STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $109,500.00 
  BAL                   $      108,892.52 
  RATE                     8.500 
  PAI                   $      1,078.29 
  CLTV                  77.112 
MATURITY               130330
FEE                    0.5000

LOAN                   0000021985270
LAST_NAME              GRIFFIN
ADDRESS                171 FAIRWAY DRIVE
CITY                   UNION
STATE                  SC
ZIP                    293790000
  MORT                  $  72,000.00 
  BAL                   $        71,877.45 
  RATE                   11.300 
  PAI                   $         702.05 
  CLTV                  80.000 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021985304
LAST_NAME              MAYO
ADDRESS                6121 BRISTOL WAY
CITY                   ALEXANDRIA
STATE                  VA
ZIP                    223100000
  MORT                  $  98,400.00 
  BAL                   $        97,897.45 
  RATE                   10.750 
  PAI                   $         998.99 
  CLTV                  80.000 
MATURITY               180101
FEE                    0.5000

LOAN                   0000021985478
LAST_NAME              KLOSS
ADDRESS                3518 RICHMOND COURT
CITY                   HILLSBOROUG
STATE                  NJ
ZIP                    088760000
  MORT                  $  18,700.00 
  BAL                   $        18,603.35 
  RATE                   11.990 
  PAI                   $         205.77 
  CLTV                  79.807 
MATURITY               171230
FEE                    0.5000

LOAN                   0000021985528
LAST_NAME              HARSHAW
ADDRESS                2610 E 78TH STREET
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462400000
  MORT                  $  20,000.00 
  BAL                   $        19,669.68 
  RATE                     8.750 
  PAI                   $         199.89 
  CLTV                  28.571 
MATURITY               121110
FEE                    0.5000

LOAN                   0000021985585
LAST_NAME              MORRIS
ADDRESS                410 FERGUSON ROAD
CITY                   CAMBY
STATE                  IN
ZIP                    461130000
  MORT                  $  35,600.00 
  BAL                   $        35,186.53 
  RATE                     8.750 
  PAI                   $         355.80 
  CLTV                  42.891 
MATURITY               121229
FEE                    0.5000

LOAN                   0000021985759
LAST_NAME              BROWN
ADDRESS                15 SEKELSKY DRIVE
CITY                   STRATFORD
STATE                  CT
ZIP                    064970000
  MORT                  $123,500.00 
  BAL                   $      123,301.12 
  RATE                   10.500 
  PAI                   $      1,129.70 
  CLTV                  72.222 
MATURITY               280101
FEE                    0.5000

LOAN                   0000021985775
LAST_NAME              HOLLOWAY
ADDRESS                1618 GRANBY AVENUE
CITY                   CLEVELAND
STATE                  OH
ZIP                    441090000
  MORT                  $  58,500.00 
  BAL                   $        58,213.30 
  RATE                     9.900 
  PAI                   $         625.08 
  CLTV                  90.000 
MATURITY               130301
FEE                    0.5000


                          Page 11
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021985874
LAST_NAME              MONDAK
ADDRESS                3132 HUNTER HILL ROAD
CITY                   TOWNSHIP OF
STATE                  NC
ZIP                    278040000
  MORT                  $  51,000.00 
  BAL                   $        50,689.62 
  RATE                     7.450 
  PAI                   $         471.33 
  CLTV                  56.353 
MATURITY               130311
FEE                    0.5000

LOAN                   0000021985890
LAST_NAME              CAMMORATA
ADDRESS                108 FAIR ACRES DRIVE
CITY                   HANOVER
STATE                  MA
ZIP                    023390000
  MORT                  $129,500.00 
  BAL                   $      129,430.72 
  RATE                     9.100 
  PAI                   $      1,051.32 
  CLTV                  64.750 
MATURITY               280407
FEE                    0.5000

LOAN                   0000021985957
LAST_NAME              SCHUYLER
ADDRESS                3534 SLATE HILL ROAD
CITY                   MARCELLUS
STATE                  NY
ZIP                    131080000
  MORT                  $  76,500.00 
  BAL                   $        76,283.78 
  RATE                     8.250 
  PAI                   $         742.16 
  CLTV                  69.545 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021986039
LAST_NAME              GROVES
ADDRESS                1440 HARMOTT AVENUE
CITY                   NORFOLK
STATE                  VA
ZIP                    235090000
  MORT                  $150,000.00 
  BAL                   $      149,702.13 
  RATE                     8.100 
  PAI                   $      1,111.12 
  CLTV                  63.559 
MATURITY               280227
FEE                    0.5000

LOAN                   0000021986054
LAST_NAME              BENZ
ADDRESS                1229 36TH STREET
CITY                   ROCK ISLAND
STATE                  IL
ZIP                    612010000
  MORT                  $  49,725.00 
  BAL                   $        49,698.95 
  RATE                     9.200 
  PAI                   $         407.28 
  CLTV                  85.000 
MATURITY               130407
FEE                    0.5000

LOAN                   0000021986211
LAST_NAME              DOHERTY
ADDRESS                66 PINCREST ROAD
CITY                   W. BRIDGEWA
STATE                  MA
ZIP                    023790000
  MORT                  $  65,000.00 
  BAL                   $        64,776.89 
  RATE                     7.940 
  PAI                   $         541.27 
  CLTV                  43.333 
MATURITY               180325
FEE                    0.5000

LOAN                   0000021986229
LAST_NAME              PORTER
ADDRESS                7022 INGALLS STREET
CITY                   ARVADA
STATE                  CO
ZIP                    800030000
  MORT                  $  23,400.00 
  BAL                   $        23,277.51 
  RATE                     9.150 
  PAI                   $         239.44 
  CLTV                  70.381 
MATURITY               130330
FEE                    0.5000

LOAN                   0000021986427
LAST_NAME              RUTKOWSKI
ADDRESS                31390 ST. ANDREWS
CITY                   WESTLAKE
STATE                  OH
ZIP                    441450000
  MORT                  $290,400.00 
  BAL                   $      289,792.14 
  RATE                     7.850 
  PAI                   $      2,100.57 
  CLTV                  80.000 
MATURITY               130217
FEE                    0.5000

LOAN                   0000021986492
LAST_NAME              HARRIS
ADDRESS                7812 SOUTH CORNELL AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606490000
  MORT                  $  45,840.00 
  BAL                   $        45,772.66 
  RATE                     9.150 
  PAI                   $         416.87 
  CLTV                  80.000 
MATURITY               180401
FEE                    0.5000

LOAN                   0000021986518
LAST_NAME              LEHMANN
ADDRESS                726 41ST AVENUE NORTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337030000
  MORT                  $  56,000.00 
  BAL                   $        55,821.54 
  RATE                     9.600 
  PAI                   $         525.66 
  CLTV                  80.000 
MATURITY               180413
FEE                    0.5000

LOAN                   0000021986658
LAST_NAME              BARRETT
ADDRESS                411 OAKWOOD PLACE
CITY                   NEWPORT NEW
STATE                  VA
ZIP                    236080000
  MORT                  $  60,000.00 
  BAL                   $        59,701.74 
  RATE                     8.250 
  PAI                   $         511.24 
  CLTV                  65.934 
MATURITY               180227
FEE                    0.5000

LOAN                   0000021986690
LAST_NAME              YANCEY
ADDRESS                1202 HUNTINGTON AVENUE
CITY                   SANDUSKY
STATE                  OH
ZIP                    448700000
  MORT                  $  49,300.00 
  BAL                   $        49,272.21 
  RATE                     8.850 
  PAI                   $         391.38 
  CLTV                  85.000 
MATURITY               280330
FEE                    0.5000

LOAN                   0000021986799
LAST_NAME              RHODES
ADDRESS                1980 CITY ACRES ROAD
CITY                   MELBOURNE
STATE                  FL
ZIP                    329040000
  MORT                  $  22,400.00 
  BAL                   $        21,837.66 
  RATE                     8.650 
  PAI                   $         196.52 
  CLTV                  27.317 
MATURITY               171223
FEE                    0.5000

LOAN                   0000021986815
LAST_NAME              OLIVERI
ADDRESS                975 MOUNT HOLLY DRIVE
CITY                   ANNAPOLIS
STATE                  MD
ZIP                    214010000
  MORT                  $108,000.00 
  BAL                   $      107,640.12 
  RATE                     8.100 
  PAI                   $         800.01 
  CLTV                  80.000 
MATURITY               271209
FEE                    0.5000

LOAN                   0000021986997
LAST_NAME              RICHER
ADDRESS                938 GREENWOOD STREET
CITY                   MIDDLEVILLE
STATE                  MI
ZIP                    493330000
  MORT                  $  72,900.00 
  BAL                   $        72,521.85 
  RATE                     9.250 
  PAI                   $         750.29 
  CLTV                  90.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021987037
LAST_NAME              BUCHANAN
ADDRESS                2825 SE 13TH AVENUE
CITY                   CEDAR RAPID
STATE                  IA
ZIP                    524030000
  MORT                  $  65,250.00 
  BAL                   $        65,126.06 
  RATE                   12.500 
  PAI                   $         741.34 
  CLTV                  75.000 
MATURITY               180304
FEE                    0.5000

LOAN                   0000021987110
LAST_NAME              JONES
ADDRESS                9809 SPOTTSWOOD ROAD WEST
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322080000
  MORT                  $  53,500.00 
  BAL                   $        52,843.14 
  RATE                     9.990 
  PAI                   $         574.59 
  CLTV                  79.850 
MATURITY               121224
FEE                    0.5000

LOAN                   0000021987136
LAST_NAME              SIMMONS
ADDRESS                20 SANTA ANITA DRIVE
CITY                   BARTONVILLE
STATE                  IL
ZIP                    616070000
  MORT                  $  41,600.00 
  BAL                   $        41,365.07 
  RATE                     8.300 
  PAI                   $         404.79 
  CLTV                  80.000 
MATURITY               130311
FEE                    0.5000

LOAN                   0000021987201
LAST_NAME              DIROLF
ADDRESS                9885 IRONSIDES ROAD
CITY                   NANJEMOY
STATE                  MD
ZIP                    206620000
  MORT                  $  65,000.00 
  BAL                   $        64,744.08 
  RATE                     7.800 
  PAI                   $         535.63 
  CLTV                  34.210 
MATURITY               180311
FEE                    0.5000

LOAN                   0000021987235
LAST_NAME              WORD
ADDRESS                13314 LORENZO AVENUE
CITY                   CLEVELAND
STATE                  OH
ZIP                    441200000
  MORT                  $  60,000.00 
  BAL                   $        59,797.50 
  RATE                     7.950 
  PAI                   $         500.00 
  CLTV                  76.923 
MATURITY               180326
FEE                    0.5000

LOAN                   0000021987243
LAST_NAME              HARDUNG
ADDRESS                1001 EVERGLADE DRIVE
CITY                   CHEYENNE
STATE                  WY
ZIP                    820010000
  MORT                  $  89,100.00 
  BAL                   $        89,052.33 
  RATE                     9.100 
  PAI                   $         723.34 
  CLTV                  90.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021987359
LAST_NAME              THOMPSON
ADDRESS                504 SOUTH STATE ST.
CITY                   SO.WHITELY
STATE                  IN
ZIP                    467870000
  MORT                  $  64,100.00 
  BAL                   $        63,670.31 
  RATE                     9.990 
  PAI                   $         618.15 
  CLTV                  84.900 
MATURITY               171215
FEE                    0.5000

LOAN                   0000021987441
LAST_NAME              DARNELL
ADDRESS                270 WHISPER RIVER LANE
CITY                   PICKENS
STATE                  SC
ZIP                    296710000
  MORT                  $  44,000.00 
  BAL                   $        43,983.44 
  RATE                   10.750 
  PAI                   $         410.73 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021987458
LAST_NAME              SMITH
ADDRESS                3642 ORCHARD AVENUE
CITY                   DAVENPORT
STATE                  IA
ZIP                    528020000
  MORT                  $  39,950.00 
  BAL                   $        39,916.34 
  RATE                   10.250 
  PAI                   $         358.00 
  CLTV                  85.000 
MATURITY               130324
FEE                    0.5000

LOAN                   0000021987482
LAST_NAME              PICACHE
ADDRESS                5224 HANCOCK CT
CITY                   VIRGINIA BE
STATE                  VA
ZIP                    234640000
  MORT                  $144,000.00 
  BAL                   $      143,208.04 
  RATE                     9.250 
  PAI                   $      1,482.04 
  CLTV                  77.419 
MATURITY               130320
FEE                    0.5000

LOAN                   0000021987540
LAST_NAME              HARRIS
ADDRESS                47 SOUTH ASHMEAD PLACE
CITY                   PHILADELPHI
STATE                  PA
ZIP                    191440000
  MORT                  $  34,154.00 
  BAL                   $        33,967.83 
  RATE                     8.050 
  PAI                   $         415.29 
  CLTV                  72.668 
MATURITY               80414
FEE                    0.5000

LOAN                   0000021987557
LAST_NAME              REVELS
ADDRESS                10515 NIRIVER DRIVE
CITY                   SPOTSYLVANI
STATE                  VA
ZIP                    225530000
  MORT                  $209,950.00 
  BAL                   $      209,243.84 
  RATE                     9.250 
  PAI                   $      1,727.21 
  CLTV                  85.000 
MATURITY               121215
FEE                    0.5000

LOAN                   0000021987631
LAST_NAME              GRAFF
ADDRESS                841 E WALNUT STREET
CITY                   LONG BEACH
STATE                  NY
ZIP                    115610000
  MORT                  $144,000.00 
  BAL                   $      142,904.30 
  RATE                     8.990 
  PAI                   $      1,294.68 
  CLTV                  80.000 
MATURITY               171216
FEE                    0.5000

LOAN                   0000021987748
LAST_NAME              WHITE
ADDRESS                480 NORTH CENTRAL STREET
CITY                   EAST BRIDGW
STATE                  MA
ZIP                    023330000
  MORT                  $196,000.00 
  BAL                   $      195,727.97 
  RATE                     7.850 
  PAI                   $      1,417.74 
  CLTV                  80.000 
MATURITY               130317
FEE                    0.5000

LOAN                   0000021987813
LAST_NAME              MCDONALD
ADDRESS                14 JERSEY STREET
CITY                   MARSHFIELD
STATE                  MA
ZIP                    020200000
  MORT                  $  24,500.00 
  BAL                   $        24,436.99 
  RATE                     9.300 
  PAI                   $         252.89 
  CLTV                  42.568 
MATURITY               130407
FEE                    0.5000

LOAN                   0000021987888
LAST_NAME              ZEIGLER
ADDRESS                12 EVANOSKI LANE
CITY                   PLYMOUTH
STATE                  CT
ZIP                    067820000
  MORT                  $  61,000.00 
  BAL                   $        60,669.46 
  RATE                     7.550 
  PAI                   $         493.28 
  CLTV                  69.318 
MATURITY               180302
FEE                    0.5000

LOAN                   0000021987920
LAST_NAME              COATS
ADDRESS                3393 ABBATOIR RD.
CITY                   COATS
STATE                  NC
ZIP                    275210000
  MORT                  $  30,000.00 
  BAL                   $        29,790.83 
  RATE                   10.500 
  PAI                   $         331.62 
  CLTV                  53.571 
MATURITY               130218
FEE                    0.5000

LOAN                   0000021988050
LAST_NAME              FLUKE
ADDRESS                2503 WESTERN DRIVE
CITY                   WINONA LAKE
STATE                  IN
ZIP                    465900000
  MORT                  $  99,025.00 
  BAL                   $        98,520.39 
  RATE                     8.050 
  PAI                   $         831.37 
  CLTV                  85.000 
MATURITY               180309
FEE                    0.5000

LOAN                   0000021988092
LAST_NAME              CARTIN
ADDRESS                404 PARKRIDGE DR
CITY                   CLAYTON
STATE                  NC
ZIP                    275200000
  MORT                  $211,500.00 
  BAL                   $      211,346.82 
  RATE                   10.950 
  PAI                   $      2,006.18 
  CLTV                  90.000 
MATURITY               130226
FEE                    0.5000

LOAN                   0000021988118
LAST_NAME              JOHNSON
ADDRESS                911 DUNBARTON DRIVE
CITY                   NORTH AUGUS
STATE                  SC
ZIP                    298410000
  MORT                  $  68,550.00 
  BAL                   $        67,932.19 
  RATE                     7.450 
  PAI                   $         633.53 
  CLTV                  62.318 
MATURITY               130311
FEE                    0.5000

LOAN                   0000021988217
LAST_NAME              POLING
ADDRESS                18980 PHEASANT CIRCLE SO.
CITY                   EDEN PRAIRI
STATE                  MN
ZIP                    553460000
  MORT                  $140,250.00 
  BAL                   $      139,950.88 
  RATE                   10.250 
  PAI                   $      1,256.78 
  CLTV                  84.487 
MATURITY               271201
FEE                    0.5000

LOAN                   0000021988241
LAST_NAME              MIZERA
ADDRESS                1354 REYNOLDS ROAD
CITY                   JOHNSON CIT
STATE                  NY
ZIP                    137900000
  MORT                  $  10,000.00 
  BAL                   $          9,625.62 
  RATE                   10.990 
  PAI                   $         137.71 
  CLTV                  69.825 
MATURITY               71215
FEE                    0.5000

LOAN                   0000021988340
LAST_NAME              UWUMAROGIE
ADDRESS                179-181 MAPLE AVENUE
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    071110000
  MORT                  $  59,500.00 
  BAL                   $        58,490.69 
  RATE                     8.850 
  PAI                   $         598.19 
  CLTV                  69.186 
MATURITY               130101
FEE                    0.5000

LOAN                   0000021988399
LAST_NAME              SCHULTZ
ADDRESS                2 CEDAR OAK DRIVE
CITY                   WILBRAHAM
STATE                  MA
ZIP                    010950000
  MORT                  $  38,000.00 
  BAL                   $        37,279.71 
  RATE                   10.750 
  PAI                   $         518.09 
  CLTV                  79.943 
MATURITY               71229
FEE                    0.5000

LOAN                   0000021988522
LAST_NAME              HUNTER
ADDRESS                1151 E 650 SOUTH
CITY                   MARKLEVILLE
STATE                  IN
ZIP                    460560000
  MORT                  $  68,000.00 
  BAL                   $        67,754.89 
  RATE                     7.550 
  PAI                   $         549.89 
  CLTV                  80.000 
MATURITY               180304
FEE                    0.5000

LOAN                   0000021988597
LAST_NAME              PUPULIDY
ADDRESS                4470 BAYLOR CANYON DRIVE
CITY                   ORGAN
STATE                  NM
ZIP                    880520000
  MORT                  $  25,000.00 
  BAL                   $        24,877.74 
  RATE                     9.900 
  PAI                   $         267.13 
  CLTV                  84.181 
MATURITY               130310
FEE                    0.5000


                          Page 12
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021988720
LAST_NAME              GREENFELDER
ADDRESS                38447 UNION LAKE ROAD
CITY                   CLINTON TOW
STATE                  MI
ZIP                    480360000
  MORT                  $  90,600.00 
  BAL                   $        90,048.62 
  RATE                     7.450 
  PAI                   $         837.31 
  CLTV                  62.916 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021988787
LAST_NAME              KINYON
ADDRESS                513 MELBOURNE STREET
CITY                   DURHAM
STATE                  NC
ZIP                    277030000
  MORT                  $  85,850.00 
  BAL                   $        85,813.62 
  RATE                   10.200 
  PAI                   $         766.11 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021988902
LAST_NAME              CUCINOTTI
ADDRESS                21001 BARBADOS CIRCLE
CITY                   HUNTINGTON
STATE                  CA
ZIP                    926460000
  MORT                  $  50,000.00 
  BAL                   $        50,000.00 
  RATE                     9.150 
  PAI                   $         454.70 
  CLTV                  62.217 
MATURITY               180504
FEE                    0.5000

LOAN                   0000021988977
LAST_NAME              TILLMAN
ADDRESS                5359 W SCANLAN WAY DRIVE
CITY                   SATSUMA
STATE                  AL
ZIP                    365720000
  MORT                  $  28,454.00 
  BAL                   $        28,360.66 
  RATE                     8.800 
  PAI                   $         224.87 
  CLTV                  84.730 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021989025
LAST_NAME              THOMPSON
ADDRESS                7135 GEORGIA AVE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200120000
  MORT                  $117,000.00 
  BAL                   $      116,943.65 
  RATE                     9.600 
  PAI                   $         992.35 
  CLTV                  89.312 
MATURITY               280501
FEE                    0.5000

LOAN                   0000021989058
LAST_NAME              SULTAN
ADDRESS                5011 BAY PARKWAY
CITY                   BROOKLYN
STATE                  NY
ZIP                    112300000
  MORT                  $122,000.00 
  BAL                   $      121,362.79 
  RATE                     7.850 
  PAI                   $      1,009.10 
  CLTV                  73.939 
MATURITY               180213
FEE                    0.5000

LOAN                   0000021989074
LAST_NAME              GOMEZ
ADDRESS                1900 PENNY PLACE
CITY                   LAS CRUCES
STATE                  NM
ZIP                    880010000
  MORT                  $  56,000.00 
  BAL                   $        55,686.13 
  RATE                     7.550 
  PAI                   $         666.20 
  CLTV                  80.000 
MATURITY               80327
FEE                    0.5000

LOAN                   0000021989132
LAST_NAME              TESSIER
ADDRESS                273 DONDANVILLE ROAD
CITY                   ST. AUGUSTI
STATE                  FL
ZIP                    320840000
  MORT                  $  20,000.00 
  BAL                   $        19,896.93 
  RATE                     9.050 
  PAI                   $         253.90 
  CLTV                  62.317 
MATURITY               80408
FEE                    0.5000

LOAN                   0000021989140
LAST_NAME              ANAS
ADDRESS                13823 TORUGA ROAD
CITY                   SAN LEANDRO
STATE                  CA
ZIP                    945770000
  MORT                  $  25,000.00 
  BAL                   $        24,908.33 
  RATE                   10.000 
  PAI                   $         268.66 
  CLTV                  82.254 
MATURITY               130408
FEE                    0.5000

LOAN                   0000021989207
LAST_NAME              THOMPSON
ADDRESS                1650 HONEYBEAR LANE
CITY                   DUNEDIN
STATE                  FL
ZIP                    346980000
  MORT                  $  15,000.00 
  BAL                   $        15,000.00 
  RATE                     9.150 
  PAI                   $         153.49 
  CLTV                  69.638 
MATURITY               130428
FEE                    0.5000

LOAN                   0000021989223
LAST_NAME              RIPPERGER
ADDRESS                1100 VINELAND SCHOOL ROAD
CITY                   DESOTO
STATE                  MO
ZIP                    630200000
  MORT                  $  23,000.00 
  BAL                   $        22,940.04 
  RATE                     9.150 
  PAI                   $         235.34 
  CLTV                  79.782 
MATURITY               130421
FEE                    0.5000

LOAN                   0000021989249
LAST_NAME              BEST
ADDRESS                101 DELAVAN STREET
CITY                   NEW BRUNSWI
STATE                  NJ
ZIP                    089010000
  MORT                  $  68,000.00 
  BAL                   $        67,699.36 
  RATE                     8.950 
  PAI                   $         544.70 
  CLTV                  80.000 
MATURITY               280316
FEE                    0.5000

LOAN                   0000021989272
LAST_NAME              FARMER
ADDRESS                106 CLASSIC ROAD
CITY                   GRANTVILLE
STATE                  GA
ZIP                    302200000
  MORT                  $  57,500.00 
  BAL                   $        57,500.00 
  RATE                     7.950 
  PAI                   $         547.85 
  CLTV                  73.717 
MATURITY               130501
FEE                    0.5000

LOAN                   0000021989314
LAST_NAME              EDMONDSON
ADDRESS                2314 E GRACE ST
CITY                   RICHMOND
STATE                  VA
ZIP                    232230000
  MORT                  $136,000.00 
  BAL                   $      135,917.61 
  RATE                     8.500 
  PAI                   $      1,045.72 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021989348
LAST_NAME              BROWN
ADDRESS                1008 ELMORE FARMS ROAD
CITY                   KINSTON
STATE                  NC
ZIP                    285010000
  MORT                  $  41,000.00 
  BAL                   $        40,796.75 
  RATE                     9.750 
  PAI                   $         434.34 
  CLTV                  62.121 
MATURITY               130309
FEE                    0.5000

LOAN                   0000021989397
LAST_NAME              JOYCE
ADDRESS                11 CHERRY RUN ROAD
CITY                   MONROEVILLE
STATE                  NJ
ZIP                    083430000
  MORT                  $  92,000.00 
  BAL                   $        91,941.33 
  RATE                     8.250 
  PAI                   $         691.17 
  CLTV                  82.142 
MATURITY               280401
FEE                    0.5000

LOAN                   0000021989462
LAST_NAME              COLEMAN
ADDRESS                97 ANN STREET
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103020000
  MORT                  $129,200.00 
  BAL                   $      129,200.00 
  RATE                     9.990 
  PAI                   $      1,132.87 
  CLTV                  85.000 
MATURITY               280501
FEE                    0.5000

LOAN                   0000021989496
LAST_NAME              IMPERATORE
ADDRESS                1513 ELM STREET
CITY                   MAYS LANDIN
STATE                  NJ
ZIP                    083300000
  MORT                  $  72,250.00 
  BAL                   $        72,167.42 
  RATE                     8.800 
  PAI                   $         570.97 
  CLTV                  85.000 
MATURITY               280320
FEE                    0.5000

LOAN                   0000021989587
LAST_NAME              GOODLOCK
ADDRESS                3091 E CARLETON ROAD
CITY                   ADRIAN
STATE                  MI
ZIP                    492210000
  MORT                  $  86,400.00 
  BAL                   $        85,878.77 
  RATE                     7.550 
  PAI                   $         803.40 
  CLTV                  80.000 
MATURITY               130330
FEE                    0.5000

LOAN                   0000021989660
LAST_NAME              JENKINS
ADDRESS                521 HENSON STREET
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352280000
  MORT                  $  48,150.00 
  BAL                   $        48,095.52 
  RATE                     8.850 
  PAI                   $         382.25 
  CLTV                  90.000 
MATURITY               280303
FEE                    0.5000

LOAN                   0000021989678
LAST_NAME              COLEMAN
ADDRESS                805 CULVERTON RD.
CITY                   ROME
STATE                  NY
ZIP                    134400000
  MORT                  $  42,500.00 
  BAL                   $        42,268.39 
  RATE                     8.700 
  PAI                   $         423.51 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021989728
LAST_NAME              MEDVED
ADDRESS                125 VIEW STREET
CITY                   OAKMONT
STATE                  PA
ZIP                    151390000
  MORT                  $  38,250.00 
  BAL                   $        38,039.67 
  RATE                     8.600 
  PAI                   $         378.91 
  CLTV                  87.931 
MATURITY               130316
FEE                    0.5000

LOAN                   0000021989983
LAST_NAME              GUDZ, JR.
ADDRESS                76 CREBLE ROAD
CITY                   BETHLEHEM
STATE                  NY
ZIP                    121580000
  MORT                  $  55,000.00 
  BAL                   $        54,891.87 
  RATE                     8.150 
  PAI                   $         409.34 
  CLTV                  66.265 
MATURITY               130306
FEE                    0.5000

LOAN                   0000021990056
LAST_NAME              MEHALICH
ADDRESS                609 THIRD STREET
CITY                   ALBANY
STATE                  NY
ZIP                    122060000
  MORT                  $  35,700.00 
  BAL                   $        35,503.70 
  RATE                     8.600 
  PAI                   $         353.65 
  CLTV                  70.000 
MATURITY               130319
FEE                    0.5000

LOAN                   0000021990205
LAST_NAME              DEVINE
ADDRESS                2712 PAIGE STREET
CITY                   LOWER BURRE
STATE                  PA
ZIP                    150680000
  MORT                  $  96,000.00 
  BAL                   $        95,128.53 
  RATE                     7.550 
  PAI                   $         892.67 
  CLTV                  80.000 
MATURITY               130303
FEE                    0.5000

LOAN                   0000021990262
LAST_NAME              CROSS
ADDRESS                696 CARYWOOD LANE
CITY                   NEWPORT NEW
STATE                  VA
ZIP                    236020000
  MORT                  $  12,540.00 
  BAL                   $        12,507.75 
  RATE                     9.300 
  PAI                   $         129.44 
  CLTV                  79.994 
MATURITY               130428
FEE                    0.5000

LOAN                   0000021990346
LAST_NAME              GORDON
ADDRESS                569 N 675 W
CITY                   FARMLAND
STATE                  IN
ZIP                    473400000
  MORT                  $  40,000.00 
  BAL                   $        39,870.26 
  RATE                     8.400 
  PAI                   $         344.61 
  CLTV                  74.074 
MATURITY               180316
FEE                    0.5000

LOAN                   0000021990353
LAST_NAME              NG
ADDRESS                49 CHESTNUT HILL LANE
CITY                   STAMFORD
STATE                  CT
ZIP                    069030000
  MORT                  $  50,000.00 
  BAL                   $        48,168.26 
  RATE                   10.750 
  PAI                   $         560.47 
  CLTV                  76.325 
MATURITY               121201
FEE                    0.5000

LOAN                   0000021990379
LAST_NAME              HAMMONS
ADDRESS                5372 MARDALE AVENUE
CITY                   BEDFORD HEI
STATE                  OH
ZIP                    441460000
  MORT                  $  62,500.00 
  BAL                   $        62,397.78 
  RATE                     8.300 
  PAI                   $         534.51 
  CLTV                  51.867 
MATURITY               180323
FEE                    0.5000

LOAN                   0000021990395
LAST_NAME              GILES
ADDRESS                4990 HAMILTON ROAD
CITY                   ELBRIDGE
STATE                  NY
ZIP                    130600000
  MORT                  $  47,000.00 
  BAL                   $        46,863.58 
  RATE                     7.950 
  PAI                   $         447.80 
  CLTV                  74.603 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021990619
LAST_NAME              YEAGER
ADDRESS                15909 MILNICHOL
CITY                   THOMPSONVIL
STATE                  MI
ZIP                    496830000
  MORT                  $  44,000.00 
  BAL                   $        43,944.25 
  RATE                     8.300 
  PAI                   $         332.11 
  CLTV                  73.333 
MATURITY               280320
FEE                    0.5000

LOAN                   0000021990627
LAST_NAME              MARSH
ADDRESS                5131 S. 14TH AVENUE
CITY                   GULFPORT
STATE                  FL
ZIP                    337070000
  MORT                  $  24,500.00 
  BAL                   $        24,369.43 
  RATE                     8.950 
  PAI                   $         247.77 
  CLTV                  70.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000021990650
LAST_NAME              QUAYLE
ADDRESS                5887 HUMMEL DRIVE
CITY                   SALT LAKE C
STATE                  UT
ZIP                    841180000
  MORT                  $  84,000.00 
  BAL                   $        83,889.17 
  RATE                     8.100 
  PAI                   $         622.23 
  CLTV                  79.245 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021990742
LAST_NAME              CELESTRIN
ADDRESS                812 SW 17TH STREET
CITY                   FORT LAUDER
STATE                  FL
ZIP                    333150000
  MORT                  $  67,500.00 
  BAL                   $        67,431.56 
  RATE                     9.375 
  PAI                   $         561.43 
  CLTV                  79.411 
MATURITY               280301
FEE                    0.5000

LOAN                   0000021990841
LAST_NAME              MCGEE
ADDRESS                202 CORNELL DRIVE
CITY                   NORMAL
STATE                  IL
ZIP                    617610000
  MORT                  $112,800.00 
  BAL                   $      112,634.30 
  RATE                     9.150 
  PAI                   $      1,025.80 
  CLTV                  80.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000021990908
LAST_NAME              MANCILLA
ADDRESS                46 E. 167TH STREET
CITY                   CALUMET CIT
STATE                  IL
ZIP                    604090000
  MORT                  $  36,585.00 
  BAL                   $        36,205.46 
  RATE                     9.000 
  PAI                   $         463.45 
  CLTV                  63.996 
MATURITY               80304
FEE                    0.5000

LOAN                   0000021990965
LAST_NAME              DANTONE
ADDRESS                7804 W LOLITA AVENUE
CITY                   MILWAUKEE
STATE                  WI
ZIP                    532230000
  MORT                  $  59,999.00 
  BAL                   $        59,681.90 
  RATE                     7.900 
  PAI                   $         498.13 
  CLTV                  70.587 
MATURITY               180201
FEE                    0.5000

LOAN                   0000021991070
LAST_NAME              CRABTREE
ADDRESS                1209 COUNTY ROAD 147
CITY                   STEVENSON
STATE                  AL
ZIP                    357720000
  MORT                  $  37,800.00 
  BAL                   $        37,759.13 
  RATE                   11.500 
  PAI                   $         403.12 
  CLTV                  90.000 
MATURITY               180303
FEE                    0.5000

LOAN                   0000021991179
LAST_NAME              LOWE
ADDRESS                1648 JACKSON CT
CITY                   GULF SHORES
STATE                  AL
ZIP                    365420000
  MORT                  $  56,700.00 
  BAL                   $        56,548.09 
  RATE                     9.900 
  PAI                   $         543.42 
  CLTV                  90.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000021991211
LAST_NAME              CONSTANTINID
ADDRESS                101 YORKVIEW ROAD
CITY                   YORKTOWN
STATE                  VA
ZIP                    236920000
  MORT                  $  30,000.00 
  BAL                   $        29,925.66 
  RATE                   10.500 
  PAI                   $         299.51 
  CLTV                  78.986 
MATURITY               180227
FEE                    0.5000

LOAN                   0000021991294
LAST_NAME              MORGAN
ADDRESS                1307 INDIA ROAD
CITY                   OPELIKA
STATE                  AL
ZIP                    368010000
  MORT                  $  12,600.00 
  BAL                   $        12,566.85 
  RATE                     9.050 
  PAI                   $         128.18 
  CLTV                  47.085 
MATURITY               130407
FEE                    0.5000


                          Page 13
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021991369
LAST_NAME              GABEL
ADDRESS                5611 VALLEYSIDE LANE
CITY                   SAINT LOUIS
STATE                  MO
ZIP                    631280000
  MORT                  $102,000.00 
  BAL                   $      101,774.12 
  RATE                     8.990 
  PAI                   $         819.99 
  CLTV                  80.000 
MATURITY               130101
FEE                    0.5000

LOAN                   0000021991427
LAST_NAME              CUCINOTTA
ADDRESS                410 MAIN STREET
CITY                   RIVERTON
STATE                  NJ
ZIP                    080770000
  MORT                  $  97,600.00 
  BAL                   $        97,193.31 
  RATE                   10.450 
  PAI                   $         889.14 
  CLTV                  55.771 
MATURITY               280227
FEE                    0.5000

LOAN                   0000021991609
LAST_NAME              TYLER
ADDRESS                22 CONCORD DRIVE
CITY                   HAZLET
STATE                  NJ
ZIP                    077300000
  MORT                  $116,400.00 
  BAL                   $      116,400.00 
  RATE                     8.000 
  PAI                   $         854.10 
  CLTV                  74.140 
MATURITY               280306
FEE                    0.5000

LOAN                   0000021991724
LAST_NAME              GLASSEN
ADDRESS                117 HAVERFORD STREET
CITY                   NORTH BRUNS
STATE                  NJ
ZIP                    089020000
  MORT                  $  15,000.00 
  BAL                   $        14,603.32 
  RATE                     9.250 
  PAI                   $         313.20 
  CLTV                  78.086 
MATURITY               30406
FEE                    0.5000

LOAN                   0000021991740
LAST_NAME              HADDON
ADDRESS                2105 CLAIRMONT LANE
CITY                   BRUNSWICK
STATE                  GA
ZIP                    315200000
  MORT                  $  10,000.00 
  BAL                   $          9,973.92 
  RATE                     9.150 
  PAI                   $         102.33 
  CLTV                  61.625 
MATURITY               130420
FEE                    0.5000

LOAN                   0000021991898
LAST_NAME              DAVIS
ADDRESS                3404 BRISTOL BRIDGE ROAD
CITY                   ORANGE PARK
STATE                  FL
ZIP                    320730000
  MORT                  $  97,600.00 
  BAL                   $        97,484.93 
  RATE                     8.650 
  PAI                   $         760.86 
  CLTV                  80.000 
MATURITY               280303
FEE                    0.5000

LOAN                   0000021991922
LAST_NAME              TALLEY
ADDRESS                906 RIVER MOUNTAIN DRIVE
CITY                   HENDERSON
STATE                  NV
ZIP                    890150000
  MORT                  $  13,000.00 
  BAL                   $        12,966.41 
  RATE                     9.250 
  PAI                   $         133.80 
  CLTV                  62.179 
MATURITY               130415
FEE                    0.5000

LOAN                   0000021991948
LAST_NAME              RABON
ADDRESS                288 SOUTH SUTTON ROAD
CITY                   FORT MILL
STATE                  SC
ZIP                    297150000
  MORT                  $  59,200.00 
  BAL                   $        58,999.55 
  RATE                     8.050 
  PAI                   $         497.02 
  CLTV                  80.000 
MATURITY               180316
FEE                    0.5000

LOAN                   0000021991997
LAST_NAME              GRAFTON
ADDRESS                19 PARK DRIVE
CITY                   BOROUGH OF
STATE                  PA
ZIP                    173210000
  MORT                  $  33,000.00 
  BAL                   $        32,956.45 
  RATE                     8.100 
  PAI                   $         244.45 
  CLTV                  27.272 
MATURITY               280320
FEE                    0.5000

LOAN                   0000021992003
LAST_NAME              BISCHOFF
ADDRESS                159 EAST TUSCARAWAS AVENU
CITY                   BARBERTON
STATE                  OH
ZIP                    442030000
  MORT                  $  47,000.00 
  BAL                   $        46,747.36 
  RATE                     8.300 
  PAI                   $         577.72 
  CLTV                  69.117 
MATURITY               80403
FEE                    0.5000

LOAN                   0000021992045
LAST_NAME              BRADFORD
ADDRESS                41 LELA LANE
CITY                   ALEXANDER
STATE                  NC
ZIP                    287010000
  MORT                  $  79,200.00 
  BAL                   $        79,143.29 
  RATE                   10.300 
  PAI                   $         736.51 
  CLTV                  90.000 
MATURITY               230413
FEE                    0.5000

LOAN                   0000021992094
LAST_NAME              CURTIS
ADDRESS                13134 SEMORA PLACE
CITY                   CERRITOS
STATE                  CA
ZIP                    907010000
  MORT                  $  36,500.00 
  BAL                   $        36,402.67 
  RATE                     8.900 
  PAI                   $         368.04 
  CLTV                  16.820 
MATURITY               130415
FEE                    0.5000

LOAN                   0000021992102
LAST_NAME              GESELL
ADDRESS                10 BECKY THATCHER DRIVE
CITY                   ST. CHARLES
STATE                  MO
ZIP                    633030000
  MORT                  $  52,000.00 
  BAL                   $        51,596.38 
  RATE                     7.950 
  PAI                   $         495.44 
  CLTV                  73.239 
MATURITY               130317
FEE                    0.5000

LOAN                   0000021992110
LAST_NAME              MOBLEY
ADDRESS                173 WAVERLY CIRCLE
CITY                   WAVERLY HAL
STATE                  GA
ZIP                    318310000
  MORT                  $118,350.00 
  BAL                   $      118,221.57 
  RATE                     9.050 
  PAI                   $         956.53 
  CLTV                  90.000 
MATURITY               130303
FEE                    0.5000

LOAN                   0000021992177
LAST_NAME              MADDOX
ADDRESS                2214 CODY STREET
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330200000
  MORT                  $  36,000.00 
  BAL                   $        35,440.46 
  RATE                     8.850 
  PAI                   $         361.94 
  CLTV                  80.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000021992185
LAST_NAME              BARRON
ADDRESS                1220 NW 131 STREET
CITY                   NORTH MIAMI
STATE                  FL
ZIP                    331670000
  MORT                  $  43,500.00 
  BAL                   $        43,362.47 
  RATE                     8.600 
  PAI                   $         380.27 
  CLTV                  75.685 
MATURITY               180304
FEE                    0.5000

LOAN                   0000021992359
LAST_NAME              MOORE
ADDRESS                 ROUTE 1 BOX 35
CITY                   NEW BROCKTO
STATE                  AL
ZIP                    363510000
  MORT                  $  39,600.00 
  BAL                   $        39,394.24 
  RATE                     9.300 
  PAI                   $         327.22 
  CLTV                  90.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021992367
LAST_NAME              LEEDOM
ADDRESS                399 DEAVER ROAD
CITY                   ELKTON
STATE                  MD
ZIP                    219210000
  MORT                  $  36,800.00 
  BAL                   $        36,745.16 
  RATE                     7.500 
  PAI                   $         257.32 
  CLTV                  30.666 
MATURITY               280304
FEE                    0.5000

LOAN                   0000021992409
LAST_NAME              DIAS
ADDRESS                2 SPAULDING LANE
CITY                   SAUGERTIES
STATE                  NY
ZIP                    124770000
  MORT                  $  82,400.00 
  BAL                   $        82,400.00 
  RATE                     8.550 
  PAI                   $         813.85 
  CLTV                  80.000 
MATURITY               130504
FEE                    0.5000

LOAN                   0000021992458
LAST_NAME              BIRCH
ADDRESS                225 S LOUDON AVE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212290000
  MORT                  $  51,000.00 
  BAL                   $        50,763.27 
  RATE                     8.990 
  PAI                   $         458.53 
  CLTV                  85.000 
MATURITY               180304
FEE                    0.5000

LOAN                   0000021992466
LAST_NAME              PURCHASE
ADDRESS                3606 WILCOX AVENUE
CITY                   BELLWOOD
STATE                  IL
ZIP                    601040000
  MORT                  $  33,600.00 
  BAL                   $        33,517.05 
  RATE                     9.750 
  PAI                   $         355.95 
  CLTV                  79.992 
MATURITY               130415
FEE                    0.5000

LOAN                   0000021992623
LAST_NAME              NEAL
ADDRESS                703 PAXTON CIRCLE
CITY                   WILSON
STATE                  NC
ZIP                    278930000
  MORT                  $  42,500.00 
  BAL                   $        42,264.23 
  RATE                     8.500 
  PAI                   $         418.51 
  CLTV                  62.043 
MATURITY               130309
FEE                    0.5000

LOAN                   0000021992656
LAST_NAME              WASHINGTON
ADDRESS                7249 S CLAREMONT
CITY                   CHICAGO
STATE                  IL
ZIP                    606360000
  MORT                  $  55,000.00 
  BAL                   $        54,688.03 
  RATE                     8.250 
  PAI                   $         533.58 
  CLTV                  75.342 
MATURITY               130304
FEE                    0.5000

LOAN                   0000021992904
LAST_NAME              ANDERSON
ADDRESS                1254 COOTER NECK ROAD
CITY                   HEBER SPRIN
STATE                  AR
ZIP                    725430000
  MORT                  $100,000.00 
  BAL                   $        99,255.27 
  RATE                     8.750 
  PAI                   $         999.45 
  CLTV                  89.605 
MATURITY               130313
FEE                    0.5000

LOAN                   0000021993142
LAST_NAME              CLEARFIELD
ADDRESS                637 NICOLE DRIVE
CITY                   TWP OF UPPE
STATE                  PA
ZIP                    189660000
  MORT                  $  20,000.00 
  BAL                   $        19,901.80 
  RATE                     9.900 
  PAI                   $         263.20 
  CLTV                  83.887 
MATURITY               80421
FEE                    0.5000

LOAN                   0000021993167
LAST_NAME              HILLIER
ADDRESS                5017 SANDY SHORE AVENUE
CITY                   SARASOTA
STATE                  FL
ZIP                    342420000
  MORT                  $224,000.00 
  BAL                   $      223,618.51 
  RATE                     8.850 
  PAI                   $      1,778.23 
  CLTV                  75.420 
MATURITY               280227
FEE                    0.5000

LOAN                   0000021993233
LAST_NAME              MCCULLOUGH
ADDRESS                514 VALLEY LOOP
CITY                   HEBER SPRIN
STATE                  AR
ZIP                    725430000
  MORT                  $  44,000.00 
  BAL                   $        43,851.94 
  RATE                     8.100 
  PAI                   $         370.78 
  CLTV                  44.444 
MATURITY               180324
FEE                    0.5000

LOAN                   0000021993308
LAST_NAME              BONETTI
ADDRESS                111 BURKE ROAD
CITY                   MONROEVILLE
STATE                  PA
ZIP                    151460000
  MORT                  $  73,600.00 
  BAL                   $        72,963.26 
  RATE                     8.100 
  PAI                   $         707.62 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021993316
LAST_NAME              LEMKE
ADDRESS                110 E CLEMENT STREET
CITY                   BALTIMORE
STATE                  MD
ZIP                    212300000
  MORT                  $  75,600.00 
  BAL                   $        75,504.09 
  RATE                   10.250 
  PAI                   $         677.45 
  CLTV                  90.000 
MATURITY               130226
FEE                    0.5000

LOAN                   0000021993324
LAST_NAME              LINDERFELT
ADDRESS                227 AUTUMN RIDGE ROAD
CITY                   FARIFIELD
STATE                  CT
ZIP                    064320000
  MORT                  $130,000.00 
  BAL                   $      129,162.61 
  RATE                     8.250 
  PAI                   $      1,261.18 
  CLTV                  46.428 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021993373
LAST_NAME              ORTEGA
ADDRESS                10 DOVELA ROAD
CITY                   SANTA FE
STATE                  NM
ZIP                    875050000
  MORT                  $  47,500.00 
  BAL                   $        47,500.00 
  RATE                   10.050 
  PAI                   $         511.90 
  CLTV                  58.809 
MATURITY               130508
FEE                    0.5000

LOAN                   0000021993480
LAST_NAME              DART
ADDRESS                17575 DANGLER ROAD
CITY                   WINTER GARD
STATE                  FL
ZIP                    347870000
  MORT                  $  56,800.00 
  BAL                   $        56,221.27 
  RATE                     8.900 
  PAI                   $         507.40 
  CLTV                  80.000 
MATURITY               180403
FEE                    0.5000

LOAN                   0000021993563
LAST_NAME              CRAWFORD
ADDRESS                232 VIRGINIA STREET
CITY                   BRIGHTON
STATE                  IL
ZIP                    620120000
  MORT                  $  59,725.00 
  BAL                   $        59,434.70 
  RATE                     9.150 
  PAI                   $         543.14 
  CLTV                  82.951 
MATURITY               180306
FEE                    0.5000

LOAN                   0000021993597
LAST_NAME              MCCREE
ADDRESS                616 N. SHERMAN STREET
CITY                   LINCOLN
STATE                  IL
ZIP                    626560000
  MORT                  $  48,000.00 
  BAL                   $        47,926.75 
  RATE                     8.850 
  PAI                   $         427.25 
  CLTV                  80.000 
MATURITY               180420
FEE                    0.5000

LOAN                   0000021993696
LAST_NAME              SCOWCROFT
ADDRESS                11511 BRADLEY FOREST ROAD
CITY                   MANASSAS
STATE                  VA
ZIP                    221110000
  MORT                  $113,800.00 
  BAL                   $      113,800.00 
  RATE                     8.350 
  PAI                   $      1,110.66 
  CLTV                  71.125 
MATURITY               130527
FEE                    0.5000

LOAN                   0000021993738
LAST_NAME              MALONEY
ADDRESS                10611 S. CAMPBELL AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606550000
  MORT                  $  82,000.00 
  BAL                   $        81,948.76 
  RATE                     8.350 
  PAI                   $         621.82 
  CLTV                  61.194 
MATURITY               280406
FEE                    0.5000

LOAN                   0000021993803
LAST_NAME              CUSTALOW
ADDRESS                 B1 ROUTE BOX 300
CITY                   MANQUIN
STATE                  VA
ZIP                    231060000
  MORT                  $  15,500.00 
  BAL                   $        15,460.14 
  RATE                     9.300 
  PAI                   $         159.99 
  CLTV                  63.310 
MATURITY               130408
FEE                    0.5000

LOAN                   0000021993829
LAST_NAME              TRENT
ADDRESS                805 ROLWES AVENUE
CITY                   FERGUSON
STATE                  MO
ZIP                    631350000
  MORT                  $  30,000.00 
  BAL                   $        29,913.68 
  RATE                     8.050 
  PAI                   $         287.57 
  CLTV                  47.619 
MATURITY               130420
FEE                    0.5000

LOAN                   0000021993837
LAST_NAME              TATUM
ADDRESS                257 IRIS AVENUE
CITY                   JACKSON
STATE                  MS
ZIP                    392060000
  MORT                  $  61,200.00 
  BAL                   $        61,116.22 
  RATE                     9.700 
  PAI                   $         578.48 
  CLTV                  86.197 
MATURITY               180406
FEE                    0.5000

LOAN                   0000021993910
LAST_NAME              SAROPOULOS
ADDRESS                199 ROSEMOUNT DRIVE
CITY                   NORTH ANDOV
STATE                  MA
ZIP                    018450000
  MORT                  $369,750.00 
  BAL                   $      369,526.00 
  RATE                     8.500 
  PAI                   $      2,843.73 
  CLTV                  82.718 
MATURITY               130330
FEE                    0.5000

LOAN                   0000021993951
LAST_NAME              DILLARD
ADDRESS                104 PINEWOOD DRIVE
CITY                   MONTICELLO
STATE                  AR
ZIP                    716550000
  MORT                  $100,000.00 
  BAL                   $        99,396.29 
  RATE                     7.650 
  PAI                   $         935.56 
  CLTV                  80.000 
MATURITY               130323
FEE                    0.5000


                          Page 14
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021994082
LAST_NAME              DUNOVSKY
ADDRESS                428 N. HAMILTON STREET
CITY                   LINCOLN
STATE                  IL
ZIP                    626560000
  MORT                  $  42,300.00 
  BAL                   $        42,160.28 
  RATE                     8.250 
  PAI                   $         360.43 
  CLTV                  67.142 
MATURITY               180327
FEE                    0.5000

LOAN                   0000021994116
LAST_NAME              DELGADO
ADDRESS                33265 LARK WAY
CITY                   FREMONT
STATE                  CA
ZIP                    945550000
  MORT                  $  50,000.00 
  BAL                   $        49,743.80 
  RATE                     9.150 
  PAI                   $         637.45 
  CLTV                  64.327 
MATURITY               80408
FEE                    0.5000

LOAN                   0000021994124
LAST_NAME              LIVENGOOD
ADDRESS                8 NOB CIRCLE
CITY                   NEWBURGH
STATE                  NY
ZIP                    125500000
  MORT                  $  90,000.00 
  BAL                   $        88,696.97 
  RATE                     8.500 
  PAI                   $         781.04 
  CLTV                  75.000 
MATURITY               171229
FEE                    0.5000

LOAN                   0000021994157
LAST_NAME              ROSSILLI
ADDRESS                22 RUSSELL AVENUE
CITY                   EAST PROVID
STATE                  RI
ZIP                    029140000
  MORT                  $  42,000.00 
  BAL                   $        41,754.27 
  RATE                     7.900 
  PAI                   $         398.96 
  CLTV                  34.710 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021994207
LAST_NAME              ELEFONTE
ADDRESS                184 BRITTLE LANE
CITY                   HICKSVILLE
STATE                  NY
ZIP                    118010000
  MORT                  $  54,442.00 
  BAL                   $        54,150.56 
  RATE                     8.900 
  PAI                   $         548.96 
  CLTV                  84.999 
MATURITY               130303
FEE                    0.5000

LOAN                   0000021994215
LAST_NAME              ACHILLES
ADDRESS                10 OGDEN AVENUE
CITY                   COLLINGSWOO
STATE                  NJ
ZIP                    081080000
  MORT                  $105,300.00 
  BAL                   $      104,931.38 
  RATE                     8.900 
  PAI                   $         940.65 
  CLTV                  87.750 
MATURITY               180305
FEE                    0.5000

LOAN                   0000021994223
LAST_NAME              MOORE
ADDRESS                905 PASADENA DR
CITY                   SOMERDALE
STATE                  NJ
ZIP                    080830000
  MORT                  $  50,100.00 
  BAL                   $        50,031.16 
  RATE                     7.900 
  PAI                   $         364.13 
  CLTV                  58.255 
MATURITY               280303
FEE                    0.5000

LOAN                   0000021994256
LAST_NAME              BILOTTA
ADDRESS                3 S 551 MARIAN CIRCLE
CITY                   SUGAR GROVE
STATE                  IL
ZIP                    605540000
  MORT                  $  98,600.00 
  BAL                   $        98,476.35 
  RATE                     8.350 
  PAI                   $         747.70 
  CLTV                  63.205 
MATURITY               280316
FEE                    0.5000

LOAN                   0000021994330
LAST_NAME              HIRSCH
ADDRESS                24 FOX RUN ROAD
CITY                   BEDFORD
STATE                  MA
ZIP                    017300000
  MORT                  $203,200.00 
  BAL                   $      202,477.18 
  RATE                     7.650 
  PAI                   $      1,655.66 
  CLTV                  80.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000021994454
LAST_NAME              CANDOW
ADDRESS                27 SOUTH STREET
CITY                   ASHLAND
STATE                  MA
ZIP                    017210000
  MORT                  $120,000.00 
  BAL                   $      119,919.32 
  RATE                     7.990 
  PAI                   $         879.68 
  CLTV                  46.153 
MATURITY               280410
FEE                    0.5000

LOAN                   0000021994496
LAST_NAME              GERMANY
ADDRESS                4901 FOOTE STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200190000
  MORT                  $  81,250.00 
  BAL                   $        80,901.20 
  RATE                   11.260 
  PAI                   $         789.77 
  CLTV                  65.000 
MATURITY               280119
FEE                    0.5000

LOAN                   0000021994512
LAST_NAME              VILLIER
ADDRESS                7003 SEQUOIA PLACE
CITY                   BELTSVILLE
STATE                  MD
ZIP                    207050000
  MORT                  $211,500.00 
  BAL                   $      210,981.98 
  RATE                     8.500 
  PAI                   $      1,626.26 
  CLTV                  90.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000021994595
LAST_NAME              VALENTINO
ADDRESS                18 GRIST MILL ROAD
CITY                   MONROE
STATE                  CT
ZIP                    064680000
  MORT                  $100,000.00 
  BAL                   $        99,161.16 
  RATE                     8.450 
  PAI                   $         981.82 
  CLTV                  79.970 
MATURITY               130223
FEE                    0.5000

LOAN                   0000021994660
LAST_NAME              PRACHT
ADDRESS                1203 WOODBURN ROAD
CITY                   STEWARTSVIL
STATE                  NC
ZIP                    283520000
  MORT                  $  32,000.00 
  BAL                   $        31,916.57 
  RATE                     9.150 
  PAI                   $         327.43 
  CLTV                  75.437 
MATURITY               130424
FEE                    0.5000

LOAN                   0000021994710
LAST_NAME              GILCHRIST
ADDRESS                14629 VINE AVE
CITY                   HARVEY
STATE                  IL
ZIP                    604260000
  MORT                  $  55,200.00 
  BAL                   $        54,930.08 
  RATE                     8.400 
  PAI                   $         420.54 
  CLTV                  80.000 
MATURITY               130316
FEE                    0.5000

LOAN                   0000021994736
LAST_NAME              JORDAN
ADDRESS                24 CRESCENT BEACH DRIVE
CITY                   HUNTINGTON
STATE                  NY
ZIP                    117430000
  MORT                  $187,500.00 
  BAL                   $      183,754.61 
  RATE                     8.500 
  PAI                   $      1,846.39 
  CLTV                  73.529 
MATURITY               121028
FEE                    0.5000

LOAN                   0000021994744
LAST_NAME              LUCAS
ADDRESS                108 CEDAR FIELDS LANE
CITY                   WEST COLUMB
STATE                  SC
ZIP                    291700000
  MORT                  $  64,800.00 
  BAL                   $        64,701.82 
  RATE                     9.550 
  PAI                   $         547.24 
  CLTV                  90.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000021994769
LAST_NAME              PRATER
ADDRESS                 STATE HIGHWAY RT 343
CITY                   DOVER PLAIN
STATE                  NY
ZIP                    125220000
  MORT                  $127,500.00 
  BAL                   $      125,722.46 
  RATE                     8.500 
  PAI                   $      1,106.47 
  CLTV                  75.000 
MATURITY               171027
FEE                    0.5000

LOAN                   0000021994777
LAST_NAME              PARKER
ADDRESS                5081 SW 183RD TERRACE
CITY                   DUNNELLON
STATE                  FL
ZIP                    344320000
  MORT                  $  22,000.00 
  BAL                   $        21,880.64 
  RATE                     8.750 
  PAI                   $         219.88 
  CLTV                  40.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000021994785
LAST_NAME              GUBITOSA
ADDRESS                281 CEDAR HILL AVENUE
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    074810000
  MORT                  $260,000.00 
  BAL                   $      256,480.73 
  RATE                     8.500 
  PAI                   $      2,560.32 
  CLTV                  66.326 
MATURITY               121217
FEE                    0.5000

LOAN                   0000021994819
LAST_NAME              WYATT
ADDRESS                2052 OCEAN BEACH ROAD
CITY                   COPALIS CRO
STATE                  WA
ZIP                    985360000
  MORT                  $  49,500.00 
  BAL                   $        49,346.44 
  RATE                     8.750 
  PAI                   $         437.44 
  CLTV                  90.000 
MATURITY               180320
FEE                    0.5000

LOAN                   0000021994884
LAST_NAME              FLEAGLE
ADDRESS                424 E. KING STREET
CITY                   CHAMBERSBUR
STATE                  PA
ZIP                    172010000
  MORT                  $  63,000.00 
  BAL                   $        62,939.06 
  RATE                     9.600 
  PAI                   $         534.35 
  CLTV                  90.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000021994942
LAST_NAME              NISHIZAKI
ADDRESS                452 DEER RIVER WAY
CITY                   SACRAMENTO
STATE                  CA
ZIP                    958310000
  MORT                  $  28,000.00 
  BAL                   $        28,000.00 
  RATE                     9.150 
  PAI                   $         286.50 
  CLTV                  47.823 
MATURITY               130513
FEE                    0.5000

LOAN                   0000021995006
LAST_NAME              ESPENSHADE
ADDRESS                240 N FAIRVILLE AVENUE
CITY                   WEST HANOVE
STATE                  PA
ZIP                    171120000
  MORT                  $100,000.00 
  BAL                   $        99,425.19 
  RATE                     8.100 
  PAI                   $         961.44 
  CLTV                  76.335 
MATURITY               130304
FEE                    0.5000

LOAN                   0000021995188
LAST_NAME              JEMISON
ADDRESS                7887 HELEN
CITY                   DETROIT
STATE                  MI
ZIP                    482110000
  MORT                  $  36,000.00 
  BAL                   $        35,633.82 
  RATE                     9.350 
  PAI                   $         462.88 
  CLTV                  90.000 
MATURITY               80316
FEE                    0.5000

LOAN                   0000021995220
LAST_NAME              SIMMONS
ADDRESS                624 NORTHCLIFF DRIVE
CITY                   ROCKVILLE
STATE                  MD
ZIP                    208500000
  MORT                  $100,000.00 
  BAL                   $      100,000.00 
  RATE                     8.600 
  PAI                   $         776.02 
  CLTV                  74.626 
MATURITY               280427
FEE                    0.5000

LOAN                   0000021995246
LAST_NAME              PHILLIPS
ADDRESS                765 JORDANVILLE ROAD
CITY                   TOWN OF COL
STATE                  NY
ZIP                    133570000
  MORT                  $  58,000.00 
  BAL                   $        57,099.92 
  RATE                     8.350 
  PAI                   $         566.07 
  CLTV                  74.358 
MATURITY               130330
FEE                    0.5000

LOAN                   0000021995329
LAST_NAME              MOMPEROUSSE
ADDRESS                726 KENNEDY DRIVE
CITY                   SPRING VALL
STATE                  NY
ZIP                    109770000
  MORT                  $  41,600.00 
  BAL                   $        41,389.98 
  RATE                     9.550 
  PAI                   $         435.66 
  CLTV                  80.000 
MATURITY               130303
FEE                    0.5000

LOAN                   0000021995378
LAST_NAME              CORNELL
ADDRESS                457 APPALOOSA LANE
CITY                   GRAND JUNCT
STATE                  CO
ZIP                    815040000
  MORT                  $  72,000.00 
  BAL                   $        71,773.39 
  RATE                     8.800 
  PAI                   $         569.00 
  CLTV                  80.000 
MATURITY               271208
FEE                    0.5000

LOAN                   0000021995394
LAST_NAME              ERHARD
ADDRESS                530 WATERBURY DRIVE
CITY                   TOWNSHIP OF
STATE                  PA
ZIP                    156010000
  MORT                  $  52,500.00 
  BAL                   $        52,466.17 
  RATE                     8.200 
  PAI                   $         392.58 
  CLTV                  63.636 
MATURITY               280304
FEE                    0.5000

LOAN                   0000021995519
LAST_NAME              KISOR
ADDRESS                500 E 3RD STREET
CITY                   COKATO
STATE                  MN
ZIP                    553210000
  MORT                  $  15,720.00 
  BAL                   $        15,720.00 
  RATE                   10.050 
  PAI                   $         169.41 
  CLTV                  83.863 
MATURITY               130422
FEE                    0.5000

LOAN                   0000021995527
LAST_NAME              JONES
ADDRESS                2046 PACIFIC STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112330000
  MORT                  $  50,000.00 
  BAL                   $        49,874.83 
  RATE                     9.490 
  PAI                   $         420.06 
  CLTV                  34.482 
MATURITY               121224
FEE                    0.5000

LOAN                   0000021995535
LAST_NAME              EDWARDS
ADDRESS                RR6 BOX 222 RT.6
CITY                   TARBORO
STATE                  NC
ZIP                    278860000
  MORT                  $  28,000.00 
  BAL                   $        27,699.61 
  RATE                     8.400 
  PAI                   $         345.67 
  CLTV                  50.909 
MATURITY               80311
FEE                    0.5000

LOAN                   0000021995683
LAST_NAME              POPE
ADDRESS                413 HEATH DRIVE
CITY                   COLUMBUS
STATE                  GA
ZIP                    319040000
  MORT                  $  31,246.00 
  BAL                   $        30,412.18 
  RATE                     8.900 
  PAI                   $         647.11 
  CLTV                  84.585 
MATURITY               30309
FEE                    0.5000

LOAN                   0000021995691
LAST_NAME              WHITING
ADDRESS                5727 COLORADO AVENUE NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $136,850.00 
  BAL                   $      136,627.76 
  RATE                     9.080 
  PAI                   $      1,109.02 
  CLTV                  85.000 
MATURITY               280120
FEE                    0.5000

LOAN                   0000021995816
LAST_NAME              NEWBILL
ADDRESS                1414 GERARD STREET
CITY                   ROCKVILLE
STATE                  MD
ZIP                    208500000
  MORT                  $  60,000.00 
  BAL                   $        60,000.00 
  RATE                     9.900 
  PAI                   $         575.05 
  CLTV                  81.102 
MATURITY               180501
FEE                    0.5000

LOAN                   0000021995972
LAST_NAME              EVERETT
ADDRESS                2516 S. 13TH AVENUE
CITY                   BROADVIEW
STATE                  IL
ZIP                    601530000
  MORT                  $119,500.00 
  BAL                   $      119,383.20 
  RATE                     9.550 
  PAI                   $      1,009.19 
  CLTV                  88.518 
MATURITY               280311
FEE                    0.5000

LOAN                   0000021996087
LAST_NAME              ESSELINK
ADDRESS                41423 BELDEN COURT
CITY                   NOVI
STATE                  MI
ZIP                    483770000
  MORT                  $  93,500.00 
  BAL                   $        93,441.58 
  RATE                     8.350 
  PAI                   $         709.02 
  CLTV                  64.041 
MATURITY               280325
FEE                    0.5000

LOAN                   0000021996228
LAST_NAME              FOYE
ADDRESS                310 HENDERSON STREET
CITY                   OXFORD
STATE                  NC
ZIP                    275650000
  MORT                  $  99,000.00 
  BAL                   $        98,734.77 
  RATE                     9.900 
  PAI                   $         948.82 
  CLTV                  90.000 
MATURITY               180310
FEE                    0.5000

LOAN                   0000021996236
LAST_NAME              SCULLIN
ADDRESS                825 PENNBROOK AVENUE
CITY                   LANSDALE
STATE                  PA
ZIP                    194460000
  MORT                  $  73,500.00 
  BAL                   $        73,424.42 
  RATE                   11.225 
  PAI                   $         712.49 
  CLTV                  75.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000021996590
LAST_NAME              CHIANG
ADDRESS                570 NORTH AVENUE
CITY                   FORT LEE
STATE                  NJ
ZIP                    070240000
  MORT                  $  65,000.00 
  BAL                   $        64,203.30 
  RATE                     8.990 
  PAI                   $         584.40 
  CLTV                  65.656 
MATURITY               171028
FEE                    0.5000


                          Page 15
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021996616
LAST_NAME              BUIE
ADDRESS                2431 EMONDSON AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212230000
  MORT                  $  38,400.00 
  BAL                   $        38,368.80 
  RATE                   11.400 
  PAI                   $         377.34 
  CLTV                  80.000 
MATURITY               280309
FEE                    0.5000

LOAN                   0000021996756
LAST_NAME              PETRAKOVICH
ADDRESS                917 W, WASHINGTON STREET
CITY                   MT. PLEASAN
STATE                  PA
ZIP                    156660000
  MORT                  $  57,000.00 
  BAL                   $        56,942.50 
  RATE                     9.400 
  PAI                   $         475.14 
  CLTV                  89.763 
MATURITY               280304
FEE                    0.5000

LOAN                   0000021996939
LAST_NAME              LEE
ADDRESS                2007 OAKWOODS DRIVE
CITY                   JACKSONVILL
STATE                  NC
ZIP                    285460000
  MORT                  $  73,840.00 
  BAL                   $        72,936.32 
  RATE                     8.150 
  PAI                   $         901.75 
  CLTV                  80.000 
MATURITY               80304
FEE                    0.5000

LOAN                   0000021996962
LAST_NAME              JACKSON
ADDRESS                 1289-1291 IRANISTAN A
CITY                   BRIDGEPORT
STATE                  CT
ZIP                    066040000
  MORT                  $  80,500.00 
  BAL                   $        80,298.84 
  RATE                     9.500 
  PAI                   $         676.89 
  CLTV                  70.000 
MATURITY               271110
FEE                    0.5000

LOAN                   0000021997085
LAST_NAME              STRIGLE
ADDRESS                215 HOMEVALE ROAD
CITY                   REISTERSTOW
STATE                  MD
ZIP                    211360000
  MORT                  $  92,200.00 
  BAL                   $        90,474.05 
  RATE                     8.500 
  PAI                   $         907.93 
  CLTV                  74.959 
MATURITY               121219
FEE                    0.5000

LOAN                   0000021997267
LAST_NAME              POUGH
ADDRESS                1569 BELLVILLE ROAD
CITY                   ORANGEBURG
STATE                  SC
ZIP                    291150000
  MORT                  $  60,000.00 
  BAL                   $        59,835.63 
  RATE                     8.600 
  PAI                   $         594.37 
  CLTV                  75.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000021997341
LAST_NAME              COLE
ADDRESS                75 WHIPPLE AVENUE
CITY                   WARWICK
STATE                  RI
ZIP                    028890000
  MORT                  $  76,000.00 
  BAL                   $        74,541.40 
  RATE                     8.500 
  PAI                   $         659.55 
  CLTV                  68.468 
MATURITY               170917
FEE                    0.5000

LOAN                   0000021997366
LAST_NAME              GOIN
ADDRESS                 RT 2 BOX 348 C
CITY                   TOWNSHIP OF
STATE                  OH
ZIP                    457140000
  MORT                  $  51,300.00 
  BAL                   $        51,166.25 
  RATE                     9.150 
  PAI                   $         524.91 
  CLTV                  68.938 
MATURITY               130505
FEE                    0.5000

LOAN                   0000021997424
LAST_NAME              ALIFF
ADDRESS                12210 AVALON
CITY                   GRAFTON
STATE                  OH
ZIP                    440440000
  MORT                  $101,600.00 
  BAL                   $      101,475.19 
  RATE                     8.450 
  PAI                   $         777.62 
  CLTV                  79.375 
MATURITY               280311
FEE                    0.5000

LOAN                   0000021997515
LAST_NAME              WOLFE
ADDRESS                9211 MOUNTAIN SHADOWS DRI
CITY                   CHATTANOOGO
STATE                  TN
ZIP                    374210000
  MORT                  $194,400.00 
  BAL                   $      194,181.06 
  RATE                     8.900 
  PAI                   $      1,550.22 
  CLTV                  80.000 
MATURITY               130128
FEE                    0.5000

LOAN                   0000021997788
LAST_NAME              BAKER
ADDRESS                1259 WEST 4TH ST.
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322090000
  MORT                  $  36,000.00 
  BAL                   $        35,989.46 
  RATE                   11.900 
  PAI                   $         367.54 
  CLTV                  80.000 
MATURITY               130406
FEE                    0.5000

LOAN                   0000021997887
LAST_NAME              WATKINS
ADDRESS                8719 WEST 5TH AVENUE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322080000
  MORT                  $  41,600.00 
  BAL                   $        41,568.18 
  RATE                   10.700 
  PAI                   $         386.77 
  CLTV                  80.000 
MATURITY               130228
FEE                    0.5000

LOAN                   0000021997952
LAST_NAME              MOODY
ADDRESS                31 BROOKSBIE ROAD
CITY                   BEDFORD
STATE                  MA
ZIP                    017300000
  MORT                  $  68,000.00 
  BAL                   $        68,000.00 
  RATE                     9.150 
  PAI                   $         695.79 
  CLTV                  70.431 
MATURITY               130511
FEE                    0.5000

LOAN                   0000021997994
LAST_NAME              RAMSEY
ADDRESS                285 MCINTOSH ROAD
CITY                   WEST CHESTE
STATE                  PA
ZIP                    193820000
  MORT                  $  87,000.00 
  BAL                   $        86,893.12 
  RATE                     8.450 
  PAI                   $         665.88 
  CLTV                  69.600 
MATURITY               280316
FEE                    0.5000

LOAN                   0000021998091
LAST_NAME              HENRY
ADDRESS                189 CARLISLE AVENUE
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    086910000
  MORT                  $100,000.00 
  BAL                   $        98,823.77 
  RATE                     8.500 
  PAI                   $         867.82 
  CLTV                  71.428 
MATURITY               171110
FEE                    0.5000

LOAN                   0000021998117
LAST_NAME              FANTACI
ADDRESS                42 FOREST AVENUE
CITY                   OYSTER BAY
STATE                  NY
ZIP                    117580000
  MORT                  $  35,000.00 
  BAL                   $        34,908.75 
  RATE                     9.150 
  PAI                   $         358.13 
  CLTV                  38.357 
MATURITY               130415
FEE                    0.5000

LOAN                   0000021998125
LAST_NAME              JAMES
ADDRESS                374 11TH AVENUE
CITY                   PATERSON
STATE                  NJ
ZIP                    075140000
  MORT                  $  57,500.00 
  BAL                   $        57,366.99 
  RATE                     9.750 
  PAI                   $         494.02 
  CLTV                  33.823 
MATURITY               280201
FEE                    0.5000

LOAN                   0000021998133
LAST_NAME              BLANCATO
ADDRESS                2925 HONEY COVE COURT
CITY                   PRINCE FRED
STATE                  MD
ZIP                    206780000
  MORT                  $260,000.00 
  BAL                   $      256,076.99 
  RATE                     8.500 
  PAI                   $      2,256.34 
  CLTV                  72.222 
MATURITY               171203
FEE                    0.5000

LOAN                   0000021998141
LAST_NAME              ADKINS
ADDRESS                82 HOPKINS ROAD
CITY                   NORTHFIELD
STATE                  CT
ZIP                    067780000
  MORT                  $  43,500.00 
  BAL                   $        43,357.06 
  RATE                     9.850 
  PAI                   $         376.94 
  CLTV                  84.694 
MATURITY               130330
FEE                    0.5000

LOAN                   0000021998166
LAST_NAME              ROMANO
ADDRESS                254-12 58TH AVENUE
CITY                   LITTLE NECK
STATE                  NY
ZIP                    113620000
  MORT                  $  55,000.00 
  BAL                   $        55,000.00 
  RATE                     9.150 
  PAI                   $         701.19 
  CLTV                  72.864 
MATURITY               80508
FEE                    0.5000

LOAN                   0000021998190
LAST_NAME              GIROLAMO
ADDRESS                35 BAYBERRY ROAD
CITY                   DRACUT
STATE                  MA
ZIP                    018260000
  MORT                  $178,000.00 
  BAL                   $      177,757.88 
  RATE                     7.950 
  PAI                   $      1,299.91 
  CLTV                  79.820 
MATURITY               130311
FEE                    0.5000

LOAN                   0000021998216
LAST_NAME              COONS
ADDRESS                97 BLODGETT HILL ROAD
CITY                   COEYMANS
STATE                  NY
ZIP                    120460000
  MORT                  $  77,600.00 
  BAL                   $        77,238.96 
  RATE                     8.200 
  PAI                   $         658.77 
  CLTV                  76.078 
MATURITY               180318
FEE                    0.5000

LOAN                   0000021998265
LAST_NAME              WHITE
ADDRESS                5877 CORNELL AVENUE
CITY                   NORTH RIDGE
STATE                  OH
ZIP                    440390000
  MORT                  $  65,000.00 
  BAL                   $        64,611.28 
  RATE                     7.650 
  PAI                   $         608.12 
  CLTV                  65.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000021998273
LAST_NAME              THOMASSON
ADDRESS                3924 CAPERS AVENUE
CITY                   COLUMBIA
STATE                  SC
ZIP                    292050000
  MORT                  $    8,000.00 
  BAL                   $          7,988.24 
  RATE                     9.150 
  PAI                   $           72.76 
  CLTV                  50.629 
MATURITY               180414
FEE                    0.5000

LOAN                   0000021998372
LAST_NAME              JENKINS
ADDRESS                141 DORIS LANE
CITY                   CHICAGO HEI
STATE                  IL
ZIP                    604110000
  MORT                  $  22,050.00 
  BAL                   $        21,941.66 
  RATE                     9.850 
  PAI                   $         234.94 
  CLTV                  84.893 
MATURITY               130306
FEE                    0.5000

LOAN                   0000021998430
LAST_NAME              KENNER
ADDRESS                856 LITTLE BAY AVENUE
CITY                   NORFOLK
STATE                  VA
ZIP                    235030000
  MORT                  $  28,200.00 
  BAL                   $        28,189.50 
  RATE                   10.800 
  PAI                   $         264.30 
  CLTV                  79.942 
MATURITY               130407
FEE                    0.5000

LOAN                   0000021998539
LAST_NAME              ESSICK
ADDRESS                477 WEBSTER ROAD
CITY                   BOROUGH OF
STATE                  PA
ZIP                    150680000
  MORT                  $  56,800.00 
  BAL                   $        56,416.76 
  RATE                     8.650 
  PAI                   $         498.33 
  CLTV                  80.000 
MATURITY               180302
FEE                    0.5000

LOAN                   0000021998547
LAST_NAME              DE JONG
ADDRESS                2233 FOSTER ROAD
CITY                   POINT PLEAS
STATE                  NJ
ZIP                    087420000
  MORT                  $  99,500.00 
  BAL                   $        99,500.00 
  RATE                     9.950 
  PAI                   $         956.90 
  CLTV                  75.954 
MATURITY               180323
FEE                    0.5000

LOAN                   0000021998570
LAST_NAME              MEDINA
ADDRESS                17-18 HART STREET
CITY                   RIDGEWOOD
STATE                  NY
ZIP                    113850000
  MORT                  $100,000.00 
  BAL                   $        98,271.38 
  RATE                     8.500 
  PAI                   $         984.74 
  CLTV                  74.074 
MATURITY               121203
FEE                    0.5000

LOAN                   0000021998612
LAST_NAME              FORTE
ADDRESS                1025 CORNELL STREET
CITY                   DURHAM
STATE                  NC
ZIP                    277070000
  MORT                  $  31,000.00 
  BAL                   $        30,964.19 
  RATE                     8.750 
  PAI                   $         243.88 
  CLTV                  67.391 
MATURITY               130301
FEE                    0.5000

LOAN                   0000021998638
LAST_NAME              COSBY
ADDRESS                6729 GAY ROAD
CITY                   APPLING
STATE                  GA
ZIP                    308020000
  MORT                  $  25,000.00 
  BAL                   $        24,939.12 
  RATE                     9.900 
  PAI                   $         267.13 
  CLTV                  83.706 
MATURITY               130427
FEE                    0.5000

LOAN                   0000021998646
LAST_NAME              PERRY
ADDRESS                290 N CENTER STREET
CITY                   ORANGE
STATE                  NJ
ZIP                    070500000
  MORT                  $  50,000.00 
  BAL                   $        49,619.51 
  RATE                     8.990 
  PAI                   $         449.55 
  CLTV                  35.714 
MATURITY               180101
FEE                    0.5000

LOAN                   0000021998679
LAST_NAME              MCKINNEY
ADDRESS                1655 CLARA WARD AVENUE
CITY                   APOPKA
STATE                  FL
ZIP                    327030000
  MORT                  $  34,600.00 
  BAL                   $        34,566.18 
  RATE                     9.550 
  PAI                   $         292.20 
  CLTV                  72.083 
MATURITY               280302
FEE                    0.5000

LOAN                   0000021998737
LAST_NAME              RODRIGUEZ
ADDRESS                60 RALPH AVENUE
CITY                   BRENTWOOD
STATE                  NY
ZIP                    117170000
  MORT                  $  75,000.00 
  BAL                   $        74,434.21 
  RATE                     8.500 
  PAI                   $         738.55 
  CLTV                  75.000 
MATURITY               130101
FEE                    0.5000

LOAN                   0000021998745
LAST_NAME              LEQUIN
ADDRESS                 BOX 1339 HF
CITY                   BLOOMINGGRO
STATE                  PA
ZIP                    184280000
  MORT                  $  58,000.00 
  BAL                   $        57,304.22 
  RATE                     8.500 
  PAI                   $         503.34 
  CLTV                  46.774 
MATURITY               171124
FEE                    0.5000

LOAN                   0000021998760
LAST_NAME              WUENSCH
ADDRESS                129 CEDAR AVENUE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103050000
  MORT                  $155,000.00 
  BAL                   $      152,678.74 
  RATE                     8.500 
  PAI                   $      1,526.35 
  CLTV                  73.809 
MATURITY               121224
FEE                    0.5000

LOAN                   0000021998778
LAST_NAME              ADDUCE
ADDRESS                19 FAIRVIEW TERRACE
CITY                   SUFFERN
STATE                  NY
ZIP                    109010000
  MORT                  $129,400.00 
  BAL                   $      127,257.70 
  RATE                     8.500 
  PAI                   $      1,274.25 
  CLTV                  71.888 
MATURITY               121103
FEE                    0.5000

LOAN                   0000021998786
LAST_NAME              GILMORE
ADDRESS                185 FRANKLIN AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112050000
  MORT                  $116,200.00 
  BAL                   $      114,826.36 
  RATE                     8.500 
  PAI                   $      1,008.41 
  CLTV                  70.424 
MATURITY               171008
FEE                    0.5000

LOAN                   0000021998836
LAST_NAME              GARGUILO
ADDRESS                20-49 47TH STREET
CITY                   ASTORIA
STATE                  NY
ZIP                    111050000
  MORT                  $  90,000.00 
  BAL                   $        89,443.07 
  RATE                     8.500 
  PAI                   $         692.02 
  CLTV                  38.793 
MATURITY               121121
FEE                    0.5000

LOAN                   0000021998844
LAST_NAME              ANTERA
ADDRESS                4 TRACEY STREET
CITY                   NORWALK
STATE                  CT
ZIP                    068500000
  MORT                  $  80,000.00 
  BAL                   $        78,924.16 
  RATE                     8.500 
  PAI                   $         694.26 
  CLTV                  38.095 
MATURITY               170929
FEE                    0.5000

LOAN                   0000021998851
LAST_NAME              PUDERBACH
ADDRESS                21 OLYMPIA LANE
CITY                   WASHINGTON
STATE                  NJ
ZIP                    080810000
  MORT                  $108,000.00 
  BAL                   $      106,578.21 
  RATE                     8.500 
  PAI                   $         937.25 
  CLTV                  64.670 
MATURITY               171129
FEE                    0.5000


                          Page 16
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000021998877
LAST_NAME              CARLSSON
ADDRESS                106 BAYPORT AVENUE
CITY                   BAYPORT
STATE                  NY
ZIP                    117050000
  MORT                  $180,000.00 
  BAL                   $      178,919.55 
  RATE                     8.500 
  PAI                   $      1,562.08 
  CLTV                  80.000 
MATURITY               171215
FEE                    0.5000

LOAN                   0000021998885
LAST_NAME              LOPEZ
ADDRESS                81-51 102ND AVENUE
CITY                   OZONE PARK
STATE                  NY
ZIP                    114160000
  MORT                  $128,000.00 
  BAL                   $      126,643.09 
  RATE                     8.500 
  PAI                   $      1,110.81 
  CLTV                  75.294 
MATURITY               171119
FEE                    0.5000

LOAN                   0000021998893
LAST_NAME              GOOSEN
ADDRESS                138 FOURTH AVENUE
CITY                   HAWTHORNE
STATE                  NJ
ZIP                    075060000
  MORT                  $165,000.00 
  BAL                   $      162,929.23 
  RATE                     8.500 
  PAI                   $      1,268.71 
  CLTV                  71.739 
MATURITY               121029
FEE                    0.5000

LOAN                   0000021998935
LAST_NAME              WOLF
ADDRESS                622 EDWARDS ROAD
CITY                   ANNAPOLIS
STATE                  MD
ZIP                    214010000
  MORT                  $104,600.00 
  BAL                   $      102,107.49 
  RATE                     8.500 
  PAI                   $      1,030.04 
  CLTV                  74.982 
MATURITY               121222
FEE                    0.5000

LOAN                   0000021998992
LAST_NAME              SCHLETTE
ADDRESS                19 RICKER ROAD
CITY                   KINNELON
STATE                  NJ
ZIP                    074050000
  MORT                  $180,000.00 
  BAL                   $      179,361.39 
  RATE                     8.500 
  PAI                   $      1,384.04 
  CLTV                  75.000 
MATURITY               121125
FEE                    0.5000

LOAN                   0000021999032
LAST_NAME              LOWELL
ADDRESS                492 REBECCA LANE
CITY                   OCEANSIDE
STATE                  NY
ZIP                    115720000
  MORT                  $133,000.00 
  BAL                   $      128,619.30 
  RATE                     8.500 
  PAI                   $      1,649.01 
  CLTV                  73.888 
MATURITY               71129
FEE                    0.5000

LOAN                   0000021999040
LAST_NAME              AVOLIO
ADDRESS                115 FRANKLIN AVENUE
CITY                   VALHALLA
STATE                  NY
ZIP                    105950000
  MORT                  $200,000.00 
  BAL                   $      198,109.25 
  RATE                     8.500 
  PAI                   $      1,735.65 
  CLTV                  74.074 
MATURITY               171215
FEE                    0.5000

LOAN                   0000021999073
LAST_NAME              WRIGHT
ADDRESS                159 WOODLAWN AVENUE
CITY                   JERSEY CITY
STATE                  NJ
ZIP                    073050000
  MORT                  $  40,000.00 
  BAL                   $        39,779.69 
  RATE                     9.750 
  PAI                   $         379.41 
  CLTV                  42.105 
MATURITY               180201
FEE                    0.5000

LOAN                   0000021999099
LAST_NAME              BLINN
ADDRESS                2 PIMENTAL DRIVE
CITY                   SEEKONK
STATE                  MA
ZIP                    027710000
  MORT                  $  24,000.00 
  BAL                   $        23,875.50 
  RATE                     9.250 
  PAI                   $         247.01 
  CLTV                  82.545 
MATURITY               130316
FEE                    0.5000

LOAN                   0000021999115
LAST_NAME              SMITH
ADDRESS                1749 N. MCVICKER AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606390000
  MORT                  $112,000.00 
  BAL                   $      111,633.10 
  RATE                     7.049 
  PAI                   $         748.83 
  CLTV                  80.000 
MATURITY               280309
FEE                    0.5000

LOAN                   0000021999131
LAST_NAME              ESCH
ADDRESS                9700 COPELAND DRIVE
CITY                   MANASSAS
STATE                  VA
ZIP                    201090000
  MORT                  $  69,000.00 
  BAL                   $        68,513.63 
  RATE                     8.500 
  PAI                   $         598.80 
  CLTV                  44.516 
MATURITY               180106
FEE                    0.5000

LOAN                   0000021999172
LAST_NAME              SMITH
ADDRESS                155 LIBERTY ROAD
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    076660000
  MORT                  $100,000.00 
  BAL                   $        98,014.24 
  RATE                     8.900 
  PAI                   $      1,008.33 
  CLTV                  58.479 
MATURITY               121126
FEE                    0.5000

LOAN                   0000021999180
LAST_NAME              ALSTON
ADDRESS                2322 ROCKY FORD ROAD
CITY                   KITTRELL
STATE                  NC
ZIP                    275440000
  MORT                  $  59,400.00 
  BAL                   $        59,400.00 
  RATE                     9.350 
  PAI                   $         614.90 
  CLTV                  90.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000021999198
LAST_NAME              APPLEGATE
ADDRESS                188 CARLISLE AVENUE
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    086200000
  MORT                  $  68,000.00 
  BAL                   $        67,058.72 
  RATE                     8.500 
  PAI                   $         669.62 
  CLTV                  69.387 
MATURITY               121223
FEE                    0.5000

LOAN                   0000021999214
LAST_NAME              HAGINS
ADDRESS                310 ROSSLARE DRIVE
CITY                   ARNOLD
STATE                  MD
ZIP                    210120000
  MORT                  $172,000.00 
  BAL                   $      171,815.00 
  RATE                     8.500 
  PAI                   $      1,322.53 
  CLTV                  74.782 
MATURITY               121024
FEE                    0.5000

LOAN                   0000021999222
LAST_NAME              RENTERIA
ADDRESS                516 S. ROSEMARY
CITY                   LANSING
STATE                  MI
ZIP                    489170000
  MORT                  $  66,400.00 
  BAL                   $        66,361.40 
  RATE                     8.700 
  PAI                   $         520.00 
  CLTV                  80.000 
MATURITY               280330
FEE                    0.5000

LOAN                   0000021999321
LAST_NAME              WEISBERG
ADDRESS                58 EAST BLUFF ROAD
CITY                   ASHLAND
STATE                  MA
ZIP                    017210000
  MORT                  $  89,700.00 
  BAL                   $        89,592.04 
  RATE                     8.550 
  PAI                   $         692.90 
  CLTV                  59.013 
MATURITY               130224
FEE                    0.5000

LOAN                   0000021999354
LAST_NAME              SMITH
ADDRESS                3805 FORSYTHIA WAY
CITY                   DOUGLASVILL
STATE                  GA
ZIP                    301350000
  MORT                  $    7,500.00 
  BAL                   $          7,482.07 
  RATE                   10.100 
  PAI                   $           81.06 
  CLTV                  81.619 
MATURITY               130508
FEE                    0.5000

LOAN                   0000021999404
LAST_NAME              HOWE
ADDRESS                9 16TH STREET
CITY                   VILLAS
STATE                  NJ
ZIP                    082510000
  MORT                  $  65,100.00 
  BAL                   $        65,029.36 
  RATE                     9.050 
  PAI                   $         526.15 
  CLTV                  79.390 
MATURITY               280317
FEE                    0.5000

LOAN                   0000021999438
LAST_NAME              ALLEN
ADDRESS                2271 DAIRY FARM ROAD
CITY                   GAMBRILLS
STATE                  MD
ZIP                    210540000
  MORT                  $  68,000.00 
  BAL                   $        66,905.64 
  RATE                     8.500 
  PAI                   $         590.12 
  CLTV                  50.746 
MATURITY               171007
FEE                    0.5000

LOAN                   0000021999529
LAST_NAME              FINOCCHIARO
ADDRESS                362 CORSON LANE
CITY                   LOWER
STATE                  NJ
ZIP                    082040000
  MORT                  $100,500.00 
  BAL                   $        99,493.47 
  RATE                     8.500 
  PAI                   $         872.16 
  CLTV                  75.000 
MATURITY               171210
FEE                    0.5000

LOAN                   0000021999602
LAST_NAME              ROVEGNO
ADDRESS                1 SEMINOLE AVENUE
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    078660000
  MORT                  $170,400.00 
  BAL                   $      168,548.11 
  RATE                     8.500 
  PAI                   $      1,478.77 
  CLTV                  75.733 
MATURITY               171129
FEE                    0.5000

LOAN                   0000021999669
LAST_NAME              HUDSON
ADDRESS                1811 FEATHERWOOD STREET
CITY                   SILVER SPRI
STATE                  MD
ZIP                    209040000
  MORT                  $  87,800.00 
  BAL                   $        86,109.47 
  RATE                     8.500 
  PAI                   $         761.95 
  CLTV                  74.406 
MATURITY               171124
FEE                    0.5000

LOAN                   0000021999743
LAST_NAME              ANDERSON
ADDRESS                1032 WILLOWBROOK ROAD
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103140000
  MORT                  $180,000.00 
  BAL                   $      179,103.05 
  RATE                     8.500 
  PAI                   $      1,384.04 
  CLTV                  75.000 
MATURITY               121129
FEE                    0.5000

LOAN                   0000021999776
LAST_NAME              GILLON
ADDRESS                311 SMITH STREET
CITY                   FREEPORT
STATE                  NY
ZIP                    115200000
  MORT                  $124,500.00 
  BAL                   $      121,920.25 
  RATE                     8.500 
  PAI                   $      1,226.00 
  CLTV                  73.235 
MATURITY               121209
FEE                    0.5000

LOAN                   0000021999933
LAST_NAME              BIZZELL
ADDRESS                2408 CHAPIN ST
CITY                   DURHAM
STATE                  NC
ZIP                    277070000
  MORT                  $  33,600.00 
  BAL                   $        33,423.90 
  RATE                     8.750 
  PAI                   $         421.10 
  CLTV                  60.980 
MATURITY               80415
FEE                    0.5000

LOAN                   0000022000012
LAST_NAME              WILCOX
ADDRESS                185 STANTON AVENUE
CITY                   WINCHESTER
STATE                  CT
ZIP                    060980000
  MORT                  $  75,000.00 
  BAL                   $        74,654.10 
  RATE                     8.850 
  PAI                   $         667.58 
  CLTV                  55.970 
MATURITY               180303
FEE                    0.5000

LOAN                   0000022000020
LAST_NAME              COLEMAN
ADDRESS                789 HOPEVILLE ROAD
CITY                   GRISWOLD
STATE                  CT
ZIP                    064890000
  MORT                  $  22,875.00 
  BAL                   $        22,751.43 
  RATE                     9.650 
  PAI                   $         240.94 
  CLTV                  84.897 
MATURITY               130211
FEE                    0.5000

LOAN                   0000022000053
LAST_NAME              ROBERTI
ADDRESS                110 JEFFREY ROAD
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    070670000
  MORT                  $127,500.00 
  BAL                   $      126,997.78 
  RATE                     8.500 
  PAI                   $         980.36 
  CLTV                  71.229 
MATURITY               121006
FEE                    0.5000

LOAN                   0000022000061
LAST_NAME              XENOPHONTOS
ADDRESS                41 LANCELOT LANE
CITY                   MT. LAUREL
STATE                  NJ
ZIP                    080540000
  MORT                  $101,000.00 
  BAL                   $        99,844.64 
  RATE                     8.600 
  PAI                   $      1,000.52 
  CLTV                  53.439 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022000137
LAST_NAME              DIORIO
ADDRESS                527 EAST BROWN STREET
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    082010000
  MORT                  $  93,700.00 
  BAL                   $        92,750.44 
  RATE                     8.500 
  PAI                   $         813.15 
  CLTV                  74.960 
MATURITY               171222
FEE                    0.5000

LOAN                   0000022000202
LAST_NAME              LANNAN
ADDRESS                3615 8TH STREET COURT
CITY                   EAST MOLINE
STATE                  IL
ZIP                    612440000
  MORT                  $  58,000.00 
  BAL                   $        57,972.36 
  RATE                     9.650 
  PAI                   $         494.06 
  CLTV                  68.235 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022000244
LAST_NAME              GUERRA
ADDRESS                3600 SW 58TH AVENUE
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330230000
  MORT                  $  51,695.00 
  BAL                   $        51,388.56 
  RATE                     7.750 
  PAI                   $         486.59 
  CLTV                  60.817 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022000293
LAST_NAME              MOSS
ADDRESS                2037 JIM MCCARTER ROAD
CITY                   KINGS MOUNT
STATE                  SC
ZIP                    297100000
  MORT                  $  81,900.00 
  BAL                   $        81,824.88 
  RATE                     9.850 
  PAI                   $         709.67 
  CLTV                  90.000 
MATURITY               280317
FEE                    0.5000

LOAN                   0000022000327
LAST_NAME              WOLF
ADDRESS                48 HAMPTON ROAD
CITY                   WESTWOOD
STATE                  MA
ZIP                    020900000
  MORT                  $  26,100.00 
  BAL                   $        26,062.62 
  RATE                     9.350 
  PAI                   $         240.74 
  CLTV                  74.389 
MATURITY               180420
FEE                    0.5000

LOAN                   0000022000335
LAST_NAME              JOHNSTON
ADDRESS                8700 OXWELL LANE
CITY                   LAUREL
STATE                  MD
ZIP                    207080000
  MORT                  $135,000.00 
  BAL                   $      134,916.51 
  RATE                     8.400 
  PAI                   $      1,028.49 
  CLTV                  75.000 
MATURITY               280317
FEE                    0.5000

LOAN                   0000022000350
LAST_NAME              COMER
ADDRESS                215 N. WALTON AVENUE
CITY                   SOUTH BEND
STATE                  IN
ZIP                    466190000
  MORT                  $  48,400.00 
  BAL                   $        48,400.00 
  RATE                     8.400 
  PAI                   $         473.79 
  CLTV                  80.000 
MATURITY               130515
FEE                    0.5000

LOAN                   0000022000368
LAST_NAME              STRADE
ADDRESS                132 AKA 142 CLARKE AVENUE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103060000
  MORT                  $192,000.00 
  BAL                   $      189,449.62 
  RATE                     8.500 
  PAI                   $      1,666.22 
  CLTV                  71.111 
MATURITY               171021
FEE                    0.5000

LOAN                   0000022000400
LAST_NAME              SELGER
ADDRESS                66 HIGHLAND PARK DRIVE
CITY                   MIDDLETOWN
STATE                  PA
ZIP                    190560000
  MORT                  $  80,500.00 
  BAL                   $        78,181.13 
  RATE                     8.500 
  PAI                   $         998.08 
  CLTV                  59.629 
MATURITY               71216
FEE                    0.5000

LOAN                   0000022000418
LAST_NAME              LLOYD
ADDRESS                3307 W 5775 SOUTH
CITY                   BENNION
STATE                  UT
ZIP                    841180000
  MORT                  $  90,000.00 
  BAL                   $        89,800.73 
  RATE                     8.990 
  PAI                   $         723.51 
  CLTV                  71.428 
MATURITY               271211
FEE                    0.5000

LOAN                   0000022000442
LAST_NAME              HALL
ADDRESS                124 PAYTON AVENUE
CITY                   WARWICK
STATE                  RI
ZIP                    028890000
  MORT                  $  67,500.00 
  BAL                   $        66,923.59 
  RATE                     8.500 
  PAI                   $         585.78 
  CLTV                  78.488 
MATURITY               171222
FEE                    0.5000


                          Page 17
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022000467
LAST_NAME              O'CONNOR
ADDRESS                71 FALLON DRIVE
CITY                   NORTH HAVEN
STATE                  CT
ZIP                    064730000
  MORT                  $135,000.00 
  BAL                   $      134,874.85 
  RATE                     9.800 
  PAI                   $      1,164.82 
  CLTV                  88.815 
MATURITY               280317
FEE                    0.5000

LOAN                   0000022000475
LAST_NAME              PEARL
ADDRESS                389 COOLIDGE AVENUE
CITY                   OCEANSIDE
STATE                  NY
ZIP                    115720000
  MORT                  $  85,000.00 
  BAL                   $        83,367.17 
  RATE                     8.500 
  PAI                   $         837.03 
  CLTV                  49.132 
MATURITY               121205
FEE                    0.5000

LOAN                   0000022000483
LAST_NAME              ST. AUDE
ADDRESS                9720 SW 157 TERRACE
CITY                   MIAMI
STATE                  FL
ZIP                    331570000
  MORT                  $  23,700.00 
  BAL                   $        23,700.00 
  RATE                   11.000 
  PAI                   $         269.38 
  CLTV                  74.967 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022000491
LAST_NAME              O'HAGAN
ADDRESS                781 KATAN AVENUE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103120000
  MORT                  $100,000.00 
  BAL                   $        98,820.30 
  RATE                     8.500 
  PAI                   $         768.91 
  CLTV                  55.555 
MATURITY               121229
FEE                    0.5000

LOAN                   0000022000566
LAST_NAME              ECKERT
ADDRESS                445 BARNEGAT BOULEVARD
CITY                   BEACHWOOD
STATE                  NJ
ZIP                    087220000
  MORT                  $106,500.00 
  BAL                   $      104,871.95 
  RATE                     8.500 
  PAI                   $         924.23 
  CLTV                  75.000 
MATURITY               170911
FEE                    0.5000

LOAN                   0000022000582
LAST_NAME              ALVAREZ
ADDRESS                4520 SW 112 AVENUE
CITY                   MIAMI
STATE                  FL
ZIP                    331650000
  MORT                  $  42,100.00 
  BAL                   $        41,890.30 
  RATE                   12.550 
  PAI                   $         617.47 
  CLTV                  83.067 
MATURITY               80401
FEE                    0.5000

LOAN                   0000022000608
LAST_NAME              LOCKE
ADDRESS                1 BROADVIEW AVENUE
CITY                   BELLPORT
STATE                  NY
ZIP                    117130000
  MORT                  $112,500.00 
  BAL                   $      110,604.59 
  RATE                     8.500 
  PAI                   $      1,107.83 
  CLTV                  75.000 
MATURITY               121223
FEE                    0.5000

LOAN                   0000022000632
LAST_NAME              BRENSIC
ADDRESS                105 HIGHLAND AVENUE
CITY                   TOWN OF NOR
STATE                  NY
ZIP                    110500000
  MORT                  $  31,500.00 
  BAL                   $        31,500.00 
  RATE                     9.300 
  PAI                   $         325.15 
  CLTV                  64.044 
MATURITY               130522
FEE                    0.5000

LOAN                   0000022000681
LAST_NAME              RAVENELL
ADDRESS                116-03 223RD STREET
CITY                   CAMBRIA HEI
STATE                  NY
ZIP                    114110000
  MORT                  $  42,000.00 
  BAL                   $        41,891.48 
  RATE                     9.250 
  PAI                   $         432.27 
  CLTV                  76.014 
MATURITY               130428
FEE                    0.5000

LOAN                   0000022000723
LAST_NAME              MARSHALL
ADDRESS                2309 10TH STREET
CITY                   ORLANDO
STATE                  FL
ZIP                    328200000
  MORT                  $  67,500.00 
  BAL                   $        67,500.00 
  RATE                   10.300 
  PAI                   $         664.87 
  CLTV                  90.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022000764
LAST_NAME              RUVALCABA
ADDRESS                11144 S SACRAMENTO AVE
CITY                   CHICAGO
STATE                  IL
ZIP                    606550000
  MORT                  $  46,200.00 
  BAL                   $        46,151.39 
  RATE                     9.200 
  PAI                   $         378.41 
  CLTV                  74.049 
MATURITY               130306
FEE                    0.5000

LOAN                   0000022000772
LAST_NAME              MONTEMURRO
ADDRESS                6 RAVENWOOD DRIVE
CITY                   KINGS PARK
STATE                  NY
ZIP                    117540000
  MORT                  $160,000.00 
  BAL                   $      159,774.27 
  RATE                     8.500 
  PAI                   $      1,230.26 
  CLTV                  74.418 
MATURITY               121208
FEE                    0.5000

LOAN                   0000022000863
LAST_NAME              HEATHERLY
ADDRESS                5181 CHANTILLY DRIVE
CITY                   MEMPHIS
STATE                  TN
ZIP                    381270000
  MORT                  $  42,075.00 
  BAL                   $        41,864.60 
  RATE                   10.500 
  PAI                   $         420.07 
  CLTV                  85.000 
MATURITY               180102
FEE                    0.5000

LOAN                   0000022000871
LAST_NAME              FAIRFIELD
ADDRESS                1800 MOUND ROAD
CITY                   JACKSONVILL
STATE                  IL
ZIP                    626500000
  MORT                  $  78,300.00 
  BAL                   $        78,261.07 
  RATE                     9.450 
  PAI                   $         655.54 
  CLTV                  90.000 
MATURITY               130324
FEE                    0.5000

LOAN                   0000022000889
LAST_NAME              LUCENA
ADDRESS                2306 MATTHEWS AVENUE
CITY                   BRONX
STATE                  NY
ZIP                    104370000
  MORT                  $163,400.00 
  BAL                   $      161,364.54 
  RATE                     8.500 
  PAI                   $      1,418.02 
  CLTV                  76.000 
MATURITY               170923
FEE                    0.5000

LOAN                   0000022000947
LAST_NAME              GUSTAVSSON
ADDRESS                373 HILDA STREET
CITY                   EAST MEADOW
STATE                  NY
ZIP                    115540000
  MORT                  $  57,500.00 
  BAL                   $        56,704.67 
  RATE                     8.500 
  PAI                   $         499.00 
  CLTV                  41.071 
MATURITY               171229
FEE                    0.5000

LOAN                   0000022000954
LAST_NAME              HAAS
ADDRESS                5 DALLAS DRIVE
CITY                   MONROE
STATE                  NY
ZIP                    109500000
  MORT                  $131,200.00 
  BAL                   $      130,054.88 
  RATE                     8.500 
  PAI                   $      1,138.58 
  CLTV                  74.971 
MATURITY               171229
FEE                    0.5000

LOAN                   0000022001002
LAST_NAME              JOHNSTON
ADDRESS                120 OSCAWANA HEIGHTS ROAD
CITY                   PUTNAM VALL
STATE                  NY
ZIP                    105790000
  MORT                  $156,000.00 
  BAL                   $      154,397.99 
  RATE                     8.500 
  PAI                   $      1,353.80 
  CLTV                  72.558 
MATURITY               171222
FEE                    0.5000

LOAN                   0000022001143
LAST_NAME              HEDIGER
ADDRESS                2222 DAPHNE STREET
CITY                   SPRINGFIELD
STATE                  OR
ZIP                    974770000
  MORT                  $  30,450.00 
  BAL                   $        30,450.00 
  RATE                   10.000 
  PAI                   $         327.22 
  CLTV                  83.064 
MATURITY               130511
FEE                    0.5000

LOAN                   0000022001150
LAST_NAME              GLADNEY
ADDRESS                 WEST ROAD
CITY                   BASS RIVER
STATE                  NJ
ZIP                    082240000
  MORT                  $  84,000.00 
  BAL                   $        82,713.85 
  RATE                     8.500 
  PAI                   $         827.18 
  CLTV                  75.000 
MATURITY               121217
FEE                    0.5000

LOAN                   0000022001168
LAST_NAME              BOYD
ADDRESS                7981 E. FIRST STREET
CITY                   DOUGLAS
STATE                  KS
ZIP                    670390000
  MORT                  $  30,000.00 
  BAL                   $        29,937.22 
  RATE                   10.750 
  PAI                   $         280.04 
  CLTV                  50.000 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022001176
LAST_NAME              BAILEY
ADDRESS                539 HOMESTEAD AVENUE
CITY                   PEORIA
STATE                  IL
ZIP                    616030000
  MORT                  $  42,925.00 
  BAL                   $        42,861.51 
  RATE                     9.100 
  PAI                   $         388.98 
  CLTV                  85.000 
MATURITY               180408
FEE                    0.5000

LOAN                   0000022001218
LAST_NAME              FITTS
ADDRESS                1859 S MOTT DRIVE
CITY                   MOBILE
STATE                  AL
ZIP                    366170000
  MORT                  $  35,100.00 
  BAL                   $        34,924.40 
  RATE                     9.650 
  PAI                   $         369.71 
  CLTV                  87.750 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022001234
LAST_NAME              NOLD
ADDRESS                553 GARDENDALE DRIVE
CITY                   MONTGOMERY
STATE                  AL
ZIP                    361100000
  MORT                  $  18,000.00 
  BAL                   $        17,944.75 
  RATE                     9.650 
  PAI                   $         169.56 
  CLTV                  64.938 
MATURITY               180424
FEE                    0.5000

LOAN                   0000022001275
LAST_NAME              SHENEFIELD
ADDRESS                57009 225TH STREET
CITY                   GLENWOOD
STATE                  IA
ZIP                    515340000
  MORT                  $  65,600.00 
  BAL                   $        65,575.31 
  RATE                   10.750 
  PAI                   $         612.36 
  CLTV                  80.000 
MATURITY               130306
FEE                    0.5000

LOAN                   0000022001333
LAST_NAME              GREER
ADDRESS                4352 S. KING DRIVE
CITY                   CHICAGO
STATE                  IL
ZIP                    606530000
  MORT                  $279,000.00 
  BAL                   $      278,674.32 
  RATE                     8.700 
  PAI                   $      2,184.94 
  CLTV                  77.500 
MATURITY               280318
FEE                    0.5000

LOAN                   0000022001341
LAST_NAME              LOUISY
ADDRESS                3405 RIVER GROVE DRIVE
CITY                   TAMPA
STATE                  FL
ZIP                    336100000
  MORT                  $  60,000.00 
  BAL                   $        59,860.40 
  RATE                     8.750 
  PAI                   $         472.02 
  CLTV                  77.922 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022001408
LAST_NAME              SOUZA
ADDRESS                133 JOYCE DRIVE
CITY                   PLYMOUTH
STATE                  MA
ZIP                    023600000
  MORT                  $117,200.00 
  BAL                   $      117,082.17 
  RATE                   10.950 
  PAI                   $      1,111.70 
  CLTV                  84.989 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022001416
LAST_NAME              MAESTAS
ADDRESS                1875 S ZUNI STREET
CITY                   DENVER
STATE                  CO
ZIP                    802330000
  MORT                  $  89,600.00 
  BAL                   $        89,402.02 
  RATE                     9.000 
  PAI                   $         720.94 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022001432
LAST_NAME              LLOYD
ADDRESS                6 CHARINA ROAD
CITY                   NORTHBOROUG
STATE                  MA
ZIP                    015320000
  MORT                  $  40,000.00 
  BAL                   $        40,000.00 
  RATE                   10.000 
  PAI                   $         429.85 
  CLTV                  83.051 
MATURITY               130513
FEE                    0.5000

LOAN                   0000022001465
LAST_NAME              WILKINS
ADDRESS                2064 TURNBULL AVENUE
CITY                   BRONX
STATE                  NY
ZIP                    104730000
  MORT                  $105,500.00 
  BAL                   $      103,462.54 
  RATE                     8.500 
  PAI                   $      1,038.90 
  CLTV                  58.611 
MATURITY               121107
FEE                    0.5000

LOAN                   0000022001739
LAST_NAME              RHEE
ADDRESS                18 WESLEY ROAD
CITY                   CONGERS
STATE                  NY
ZIP                    109200000
  MORT                  $155,000.00 
  BAL                   $      152,752.12 
  RATE                     8.500 
  PAI                   $      1,345.13 
  CLTV                  55.555 
MATURITY               171215
FEE                    0.5000

LOAN                   0000022001796
LAST_NAME              DAVIS
ADDRESS                85 BAYSHORE ROAD
CITY                   BAY SHORE
STATE                  NY
ZIP                    117060000
  MORT                  $  91,000.00 
  BAL                   $        89,556.56 
  RATE                     8.500 
  PAI                   $         896.11 
  CLTV                  67.407 
MATURITY               130101
FEE                    0.5000

LOAN                   0000022001804
LAST_NAME              CLERGE
ADDRESS                1852 TROY AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112340000
  MORT                  $204,000.00 
  BAL                   $      203,397.29 
  RATE                     7.750 
  PAI                   $      1,920.21 
  CLTV                  80.000 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022001846
LAST_NAME              CHARLOP
ADDRESS                56 WESTBROOK WAY
CITY                   MANALAPAN
STATE                  NJ
ZIP                    077260000
  MORT                  $101,715.00 
  BAL                   $      101,565.58 
  RATE                     9.150 
  PAI                   $         925.00 
  CLTV                  68.377 
MATURITY               180504
FEE                    0.5000

LOAN                   0000022001861
LAST_NAME              BUSCHEL
ADDRESS                5 ORCHARD STREET
CITY                   HARRISON
STATE                  NY
ZIP                    105280000
  MORT                  $120,000.00 
  BAL                   $      119,849.54 
  RATE                     8.350 
  PAI                   $         909.97 
  CLTV                  32.876 
MATURITY               280323
FEE                    0.5000

LOAN                   0000022001879
LAST_NAME              VAN SCOY
ADDRESS                4927 COLEMAN DRIVE
CITY                   AKRON
STATE                  OH
ZIP                    443190000
  MORT                  $148,000.00 
  BAL                   $      147,517.41 
  RATE                     8.850 
  PAI                   $      1,174.91 
  CLTV                  84.571 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022001937
LAST_NAME              RUDOLPH
ADDRESS                101 ELTON ROAD
CITY                   STEWART MAN
STATE                  NY
ZIP                    115300000
  MORT                  $182,000.00 
  BAL                   $      178,416.09 
  RATE                     8.500 
  PAI                   $      1,792.23 
  CLTV                  74.285 
MATURITY               121016
FEE                    0.5000

LOAN                   0000022001945
LAST_NAME              SANTONASTASI
ADDRESS                8 SEVENTH STREET
CITY                   BAYVILLE
STATE                  NY
ZIP                    117090000
  MORT                  $138,000.00 
  BAL                   $      137,018.24 
  RATE                     8.500 
  PAI                   $      1,197.60 
  CLTV                  74.594 
MATURITY               171229
FEE                    0.5000

LOAN                   0000022001960
LAST_NAME              HARRIS
ADDRESS                21 MITCHELL GRANT WAY
CITY                   BEDFORD
STATE                  MA
ZIP                    017300000
  MORT                  $  65,600.00 
  BAL                   $        65,308.25 
  RATE                   10.990 
  PAI                   $         745.20 
  CLTV                  81.566 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022001994
LAST_NAME              PURULESKI
ADDRESS                1709 HEATHER HAVEN DRIVE
CITY                   TOWNSHIP OF
STATE                  MI
ZIP                    488420000
  MORT                  $  20,200.00 
  BAL                   $        20,200.00 
  RATE                     9.400 
  PAI                   $         209.72 
  CLTV                  79.998 
MATURITY               130429
FEE                    0.5000


                          Page 18
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022002034
LAST_NAME              GRAPE
ADDRESS                214 PENNSYLVANIA AVENUE
CITY                   MOUNT GRETN
STATE                  PA
ZIP                    170640000
  MORT                  $128,700.00 
  BAL                   $      128,554.29 
  RATE                     9.300 
  PAI                   $      1,063.45 
  CLTV                  90.000 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022002166
LAST_NAME              COTTER
ADDRESS                216 FRANKLIN AVENUE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103010000
  MORT                  $  88,500.00 
  BAL                   $        87,354.79 
  RATE                     8.500 
  PAI                   $         871.49 
  CLTV                  73.750 
MATURITY               121223
FEE                    0.5000

LOAN                   0000022002174
LAST_NAME              FALCONE
ADDRESS                740 S BATTLEFIELD BLVD
CITY                   CHESAPEAKE
STATE                  VA
ZIP                    233200000
  MORT                  $  86,250.00 
  BAL                   $        86,159.80 
  RATE                     9.600 
  PAI                   $         731.54 
  CLTV                  83.737 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022002190
LAST_NAME              DWIGHT
ADDRESS                1312 DENVER DRIVE
CITY                   PORTSMOUTH
STATE                  VA
ZIP                    237010000
  MORT                  $  79,200.00 
  BAL                   $        79,122.59 
  RATE                     9.550 
  PAI                   $         668.85 
  CLTV                  90.000 
MATURITY               130312
FEE                    0.5000

LOAN                   0000022002265
LAST_NAME              MARTINS
ADDRESS                23 PARK ROAD
CITY                   LYNN
STATE                  MA
ZIP                    019040000
  MORT                  $  32,100.00 
  BAL                   $        31,865.48 
  RATE                     9.990 
  PAI                   $         344.76 
  CLTV                  79.969 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022002331
LAST_NAME              WHITTED
ADDRESS                11084 GARLAND HWY
CITY                   CLINTON
STATE                  NC
ZIP                    283280000
  MORT                  $  20,000.00 
  BAL                   $        19,926.49 
  RATE                   12.950 
  PAI                   $         252.39 
  CLTV                  80.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022002398
LAST_NAME              BROWN
ADDRESS                16190 CR. 22
CITY                   GOSHEN
STATE                  IN
ZIP                    465280000
  MORT                  $  30,000.00 
  BAL                   $        29,664.74 
  RATE                     8.500 
  PAI                   $         295.43 
  CLTV                  29.702 
MATURITY               130122
FEE                    0.5000

LOAN                   0000022002422
LAST_NAME              REDMON
ADDRESS                18258 BOUNDARY ROAD
CITY                   RICHWOOD
STATE                  OH
ZIP                    433440000
  MORT                  $  89,250.00 
  BAL                   $        89,126.69 
  RATE                     9.850 
  PAI                   $         773.36 
  CLTV                  85.000 
MATURITY               130211
FEE                    0.5000

LOAN                   0000022002463
LAST_NAME              ARCHIE
ADDRESS                2161 N DEXTER AVE.
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462020000
  MORT                  $  18,500.00 
  BAL                   $        18,410.84 
  RATE                     8.500 
  PAI                   $         160.55 
  CLTV                  42.045 
MATURITY               180209
FEE                    0.5000

LOAN                   0000022002489
LAST_NAME              HOOKER
ADDRESS                 RT 1 BOX 315-A
CITY                   WESTFIELD
STATE                  NC
ZIP                    270530000
  MORT                  $  66,300.00 
  BAL                   $        66,229.96 
  RATE                   11.100 
  PAI                   $         636.41 
  CLTV                  85.000 
MATURITY               280203
FEE                    0.5000

LOAN                   0000022002505
LAST_NAME              BURNINE
ADDRESS                909 ELM ST
CITY                   SHELBYVILLE
STATE                  IN
ZIP                    461760000
  MORT                  $  50,400.00 
  BAL                   $        49,858.78 
  RATE                     8.950 
  PAI                   $         509.70 
  CLTV                  80.000 
MATURITY               130126
FEE                    0.5000

LOAN                   0000022002539
LAST_NAME              GROSSE
ADDRESS                2557 JACKIE LANE
CITY                   WESTLAKE
STATE                  OH
ZIP                    441450000
  MORT                  $  81,600.00 
  BAL                   $        81,484.83 
  RATE                     9.750 
  PAI                   $         701.08 
  CLTV                  82.424 
MATURITY               130204
FEE                    0.5000

LOAN                   0000022002547
LAST_NAME              RAUBER
ADDRESS                671 NE PARK VILLAGE DRIVE
CITY                   ATLANTA
STATE                  GA
ZIP                    303060000
  MORT                  $  12,750.00 
  BAL                   $        12,750.00 
  RATE                   10.100 
  PAI                   $         137.80 
  CLTV                  84.996 
MATURITY               130527
FEE                    0.5000

LOAN                   0000022002570
LAST_NAME              DAVY
ADDRESS                1370 CHANDLER AVE
CITY                   FAR ROCKAWA
STATE                  NY
ZIP                    116910000
  MORT                  $148,500.00 
  BAL                   $      148,393.61 
  RATE                   11.000 
  PAI                   $      1,414.20 
  CLTV                  90.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000022002638
LAST_NAME              REDDY
ADDRESS                1408 MT VERNON DRIVE
CITY                   COLUMBIA
STATE                  SC
ZIP                    292070000
  MORT                  $  36,000.00 
  BAL                   $        35,533.96 
  RATE                     9.400 
  PAI                   $         373.76 
  CLTV                  75.000 
MATURITY               121219
FEE                    0.5000

LOAN                   0000022002653
LAST_NAME              KELLEY
ADDRESS                331 REEDY FORK ROAD
CITY                   GREENVILLE
STATE                  SC
ZIP                    296050000
  MORT                  $  51,850.00 
  BAL                   $        51,582.24 
  RATE                   11.990 
  PAI                   $         570.56 
  CLTV                  85.000 
MATURITY               171208
FEE                    0.5000

LOAN                   0000022002661
LAST_NAME              STEWART
ADDRESS                 ROUTE 1 BOX 245-G
CITY                   BUNN LEVEL
STATE                  NC
ZIP                    283230000
  MORT                  $  40,000.00 
  BAL                   $        39,769.65 
  RATE                     9.400 
  PAI                   $         370.25 
  CLTV                  80.000 
MATURITY               171229
FEE                    0.5000

LOAN                   0000022002679
LAST_NAME              SHAFFER
ADDRESS                267 NEWPORT NEWS AVENUE
CITY                   HAMPTON
STATE                  VA
ZIP                    236690000
  MORT                  $102,000.00 
  BAL                   $      101,701.10 
  RATE                     9.200 
  PAI                   $         930.88 
  CLTV                  85.000 
MATURITY               180326
FEE                    0.5000

LOAN                   0000022002695
LAST_NAME              DEMURO
ADDRESS                3327 PETER LANE
CITY                   YORKSTOWN
STATE                  NY
ZIP                    105980000
  MORT                  $152,000.00 
  BAL                   $      151,253.74 
  RATE                     8.350 
  PAI                   $      1,304.70 
  CLTV                  80.000 
MATURITY               180211
FEE                    0.5000

LOAN                   0000022002703
LAST_NAME              KLUTSCH
ADDRESS                3725 QUAIL STREET UNIT 6
CITY                   WHEAT RIDGE
STATE                  CO
ZIP                    800330000
  MORT                  $  33,600.00 
  BAL                   $        33,407.75 
  RATE                     9.450 
  PAI                   $         312.10 
  CLTV                  76.363 
MATURITY               180120
FEE                    0.5000

LOAN                   0000022002711
LAST_NAME              CHACON
ADDRESS                5181 LEIGH AVENUE
CITY                   SAN JOSE
STATE                  CA
ZIP                    951240000
  MORT                  $  35,400.00 
  BAL                   $        35,400.00 
  RATE                     9.250 
  PAI                   $         453.24 
  CLTV                  47.392 
MATURITY               80429
FEE                    0.5000

LOAN                   0000022002729
LAST_NAME              BROWN
ADDRESS                2206 LANGTRY CT
CITY                   MURFREESBOR
STATE                  TN
ZIP                    371290000
  MORT                  $  84,000.00 
  BAL                   $        83,748.25 
  RATE                     7.500 
  PAI                   $         587.35 
  CLTV                  80.000 
MATURITY               280113
FEE                    0.5000

LOAN                   0000022002737
LAST_NAME              MEZGER
ADDRESS                1680 NW 98TH AVENUE
CITY                   PEMBROKE PI
STATE                  FL
ZIP                    330240000
  MORT                  $  70,400.00 
  BAL                   $        70,244.10 
  RATE                     8.990 
  PAI                   $         565.95 
  CLTV                  80.000 
MATURITY               280112
FEE                    0.5000

LOAN                   0000022002786
LAST_NAME              SOCCORSO
ADDRESS                324 N. DELAWARE AVENUE
CITY                   MASSAPEQUA
STATE                  NY
ZIP                    117580000
  MORT                  $  62,850.00 
  BAL                   $        62,680.51 
  RATE                     9.850 
  PAI                   $         600.29 
  CLTV                  84.881 
MATURITY               180311
FEE                    0.5000

LOAN                   0000022002844
LAST_NAME              HICKS
ADDRESS                10367 DRIFTWOOD DRIVE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322460000
  MORT                  $  45,000.00 
  BAL                   $        44,987.82 
  RATE                   12.250 
  PAI                   $         471.55 
  CLTV                  89.108 
MATURITY               280325
FEE                    0.5000

LOAN                   0000022002919
LAST_NAME              SANDS
ADDRESS                2960 LEXINGTON TRACE DRIV
CITY                   SMYRNA
STATE                  GA
ZIP                    300800000
  MORT                  $  12,500.00 
  BAL                   $        12,500.00 
  RATE                   10.100 
  PAI                   $         135.10 
  CLTV                  81.913 
MATURITY               130519
FEE                    0.5000

LOAN                   0000022002950
LAST_NAME              HOLLIS
ADDRESS                1304 CEDAR DR
CITY                   PINE HILL
STATE                  NJ
ZIP                    080210000
  MORT                  $  44,000.00 
  BAL                   $        43,827.31 
  RATE                     8.200 
  PAI                   $         373.53 
  CLTV                  47.826 
MATURITY               180304
FEE                    0.5000

LOAN                   0000022003057
LAST_NAME              LONGO
ADDRESS                425 HILLTOP DRIVE
CITY                   STRATFORD
STATE                  CT
ZIP                    064970000
  MORT                  $144,000.00 
  BAL                   $      143,725.44 
  RATE                     8.300 
  PAI                   $      1,086.89 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022003164
LAST_NAME              RUBY
ADDRESS                913 WEST 3RD STREET
CITY                   OTTUMWA
STATE                  IA
ZIP                    525010000
  MORT                  $  21,000.00 
  BAL                   $        20,895.41 
  RATE                     9.650 
  PAI                   $         273.47 
  CLTV                  60.000 
MATURITY               80417
FEE                    0.5000

LOAN                   0000022003180
LAST_NAME              DOUGLAS
ADDRESS                1481 BONNEVILLE LANE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452310000
  MORT                  $  60,000.00 
  BAL                   $        59,864.62 
  RATE                     8.900 
  PAI                   $         478.47 
  CLTV                  80.000 
MATURITY               280123
FEE                    0.5000

LOAN                   0000022003289
LAST_NAME              HEDRINGTON
ADDRESS                18012 65TH COURT
CITY                   FRANKSVILLE
STATE                  WI
ZIP                    531260000
  MORT                  $  74,000.00 
  BAL                   $        73,338.87 
  RATE                     8.250 
  PAI                   $         555.94 
  CLTV                  74.000 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022003339
LAST_NAME              OGLESBY
ADDRESS                2502 JUANEST LANE
CITY                   WENTZVILLE
STATE                  MO
ZIP                    633850000
  MORT                  $  47,500.00 
  BAL                   $        47,264.32 
  RATE                     9.750 
  PAI                   $         503.20 
  CLTV                  63.333 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022003388
LAST_NAME              OSEPOWICZ
ADDRESS                HCR 435 TABACZYNSKI ROAD
CITY                   WOODRIDGE
STATE                  NY
ZIP                    127890000
  MORT                  $  60,000.00 
  BAL                   $        59,925.52 
  RATE                     8.400 
  PAI                   $         457.11 
  CLTV                  80.000 
MATURITY               280330
FEE                    0.5000

LOAN                   0000022003404
LAST_NAME              ALTHISER
ADDRESS                401 ALLEN STREET
CITY                   N. PEKIN
STATE                  IL
ZIP                    615540000
  MORT                  $  48,600.00 
  BAL                   $        48,352.42 
  RATE                     9.450 
  PAI                   $         506.03 
  CLTV                  90.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022003453
LAST_NAME              LOCHMAYER
ADDRESS                205 LOTUS
CITY                   WAUCONDA
STATE                  IL
ZIP                    600840000
  MORT                  $  89,900.00 
  BAL                   $        89,784.95 
  RATE                     8.250 
  PAI                   $         675.39 
  CLTV                  68.106 
MATURITY               280316
FEE                    0.5000

LOAN                   0000022003479
LAST_NAME              LONG
ADDRESS                14389 PINEWOOD DRIVE
CITY                   ORLAND PARK
STATE                  IL
ZIP                    604620000
  MORT                  $  34,450.00 
  BAL                   $        34,450.00 
  RATE                     9.250 
  PAI                   $         354.56 
  CLTV                  77.845 
MATURITY               130518
FEE                    0.5000

LOAN                   0000022003537
LAST_NAME              HALL
ADDRESS                121 OLEN DRIVE
CITY                   GLEN BURNIE
STATE                  MD
ZIP                    210610000
  MORT                  $  85,000.00 
  BAL                   $        84,887.84 
  RATE                     8.100 
  PAI                   $         629.64 
  CLTV                  65.384 
MATURITY               280316
FEE                    0.5000

LOAN                   0000022003586
LAST_NAME              EVANS
ADDRESS                315 CORNING STREET
CITY                   ANDERSON
STATE                  SC
ZIP                    296240000
  MORT                  $  44,800.00 
  BAL                   $        44,305.94 
  RATE                     8.650 
  PAI                   $         445.12 
  CLTV                  80.000 
MATURITY               130114
FEE                    0.5000

LOAN                   0000022003610
LAST_NAME              BERRY
ADDRESS                3841 HULL PLACE
CITY                   LENOIR
STATE                  NC
ZIP                    286450000
  MORT                  $  24,930.00 
  BAL                   $        24,903.93 
  RATE                   11.150 
  PAI                   $         240.25 
  CLTV                  90.000 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022003644
LAST_NAME              CONLEY
ADDRESS                99 PEARL STREET
CITY                   HUDSON FALL
STATE                  NY
ZIP                    128390000
  MORT                  $104,760.00 
  BAL                   $      104,760.00 
  RATE                     8.900 
  PAI                   $      1,056.33 
  CLTV                  84.997 
MATURITY               130512
FEE                    0.5000

LOAN                   0000022003677
LAST_NAME              EVANS
ADDRESS                2086 BURNETTE BLVD
CITY                   WILMINGTON
STATE                  NC
ZIP                    284010000
  MORT                  $  49,000.00 
  BAL                   $        48,273.06 
  RATE                     7.850 
  PAI                   $         464.04 
  CLTV                  70.000 
MATURITY               121229
FEE                    0.5000


                          Page 19
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022003693
LAST_NAME              CORRAO
ADDRESS                2512 S 13TH ST.
CITY                   MILWAUKEE
STATE                  WI
ZIP                    532150000
  MORT                  $  44,000.00 
  BAL                   $        43,529.19 
  RATE                     8.990 
  PAI                   $         446.02 
  CLTV                  80.000 
MATURITY               130122
FEE                    0.5000

LOAN                   0000022003719
LAST_NAME              TICE
ADDRESS                103 SUNRISE TERRACE
CITY                   STATE COLLE
STATE                  PA
ZIP                    168010000
  MORT                  $  51,000.00 
  BAL                   $        50,711.99 
  RATE                     8.300 
  PAI                   $         496.26 
  CLTV                  79.530 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022003768
LAST_NAME              SALOMON
ADDRESS                5 IROQUOIS STREET
CITY                   BOSTON
STATE                  MA
ZIP                    021200000
  MORT                  $184,900.00 
  BAL                   $      184,668.15 
  RATE                     8.350 
  PAI                   $      1,402.12 
  CLTV                  75.469 
MATURITY               280316
FEE                    0.5000

LOAN                   0000022003800
LAST_NAME              MCHUGH
ADDRESS                6418 PARKVIEW LANE
CITY                   OMAHA
STATE                  NE
ZIP                    681040000
  MORT                  $  57,800.00 
  BAL                   $        57,748.54 
  RATE                     9.990 
  PAI                   $         506.81 
  CLTV                  85.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022003826
LAST_NAME              RODRIGUEZ
ADDRESS                136 CALLE LAZO ERRANTE
CITY                   SANTA FE
STATE                  NM
ZIP                    875050000
  MORT                  $  92,700.00 
  BAL                   $        92,289.99 
  RATE                   10.990 
  PAI                   $      1,053.05 
  CLTV                  90.000 
MATURITY               130324
FEE                    0.5000

LOAN                   0000022003834
LAST_NAME              HOWARD
ADDRESS                16 HIGH VIEW ROAD
CITY                   NEW MILFORD
STATE                  CT
ZIP                    067760000
  MORT                  $120,000.00 
  BAL                   $      119,376.42 
  RATE                     7.750 
  PAI                   $         985.14 
  CLTV                  80.000 
MATURITY               180317
FEE                    0.5000

LOAN                   0000022003867
LAST_NAME              DONLEY
ADDRESS                3581 SWALLOW LANE
CITY                   DECATUR
STATE                  GA
ZIP                    300320000
  MORT                  $  58,400.00 
  BAL                   $        58,065.79 
  RATE                     8.150 
  PAI                   $         563.17 
  CLTV                  80.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022003875
LAST_NAME              LEWIS
ADDRESS                1201 WALNUT STREET
CITY                   GREENSBORO
STATE                  NC
ZIP                    274050000
  MORT                  $  42,000.00 
  BAL                   $        41,850.59 
  RATE                     7.650 
  PAI                   $         342.22 
  CLTV                  63.636 
MATURITY               180318
FEE                    0.5000

LOAN                   0000022003891
LAST_NAME              HAWK
ADDRESS                224 S. WALNUT STREET
CITY                   BATH
STATE                  PA
ZIP                    180140000
  MORT                  $  87,750.00 
  BAL                   $        87,500.90 
  RATE                     9.450 
  PAI                   $         815.09 
  CLTV                  90.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022004022
LAST_NAME              ROCKETT
ADDRESS                3388 NW 22ND STREET
CITY                   LAUDERDALE
STATE                  FL
ZIP                    333110000
  MORT                  $  78,500.00 
  BAL                   $        78,409.35 
  RATE                     8.750 
  PAI                   $         617.56 
  CLTV                  78.500 
MATURITY               280309
FEE                    0.5000

LOAN                   0000022004048
LAST_NAME              HULIN
ADDRESS                4680 DALEBRIDGE ROAD UNIT
CITY                   WARRENSVILL
STATE                  OH
ZIP                    441280000
  MORT                  $  24,000.00 
  BAL                   $        23,752.40 
  RATE                     9.100 
  PAI                   $         305.33 
  CLTV                  80.000 
MATURITY               80211
FEE                    0.5000

LOAN                   0000022004071
LAST_NAME              HIMES
ADDRESS                1654 N OLIVE
CITY                   SOUTH BEND
STATE                  IN
ZIP                    466280000
  MORT                  $  29,200.00 
  BAL                   $        29,034.98 
  RATE                     8.800 
  PAI                   $         292.71 
  CLTV                  80.000 
MATURITY               130214
FEE                    0.5000

LOAN                   0000022004386
LAST_NAME              PERAK
ADDRESS                9919 SOUTH OAKLEY AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606430000
  MORT                  $  12,500.00 
  BAL                   $        12,500.00 
  RATE                     9.250 
  PAI                   $         261.00 
  CLTV                  63.684 
MATURITY               30513
FEE                    0.5000

LOAN                   0000022004394
LAST_NAME              ROBERTS
ADDRESS                922 11TH STREET S
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337050000
  MORT                  $  21,000.00 
  BAL                   $        20,290.61 
  RATE                     8.300 
  PAI                   $         258.13 
  CLTV                  44.680 
MATURITY               71224
FEE                    0.5000

LOAN                   0000022004444
LAST_NAME              BORNSTEIN
ADDRESS                921 GRAND BLVD
CITY                   WESTBURY
STATE                  NY
ZIP                    115900000
  MORT                  $153,600.00 
  BAL                   $      151,204.66 
  RATE                     8.500 
  PAI                   $      1,512.56 
  CLTV                  80.000 
MATURITY               121104
FEE                    0.5000

LOAN                   0000022004469
LAST_NAME              KELLER
ADDRESS                14 ROBERT ROAD
CITY                   CORNWALL
STATE                  NY
ZIP                    125180000
  MORT                  $  23,600.00 
  BAL                   $        23,456.71 
  RATE                   11.990 
  PAI                   $         283.09 
  CLTV                  84.989 
MATURITY               130219
FEE                    0.5000

LOAN                   0000022004584
LAST_NAME              RICE
ADDRESS                2069 W BAYWOOD
CITY                   OREGON
STATE                  OH
ZIP                    436180000
  MORT                  $  66,400.00 
  BAL                   $        66,252.94 
  RATE                     8.990 
  PAI                   $         533.80 
  CLTV                  80.000 
MATURITY               130113
FEE                    0.5000

LOAN                   0000022004618
LAST_NAME              HUTCHINGS
ADDRESS                342 INDEPENDENCE BOULEVAR
CITY                   LAWNSIDE
STATE                  NJ
ZIP                    080450000
  MORT                  $106,200.00 
  BAL                   $      105,936.37 
  RATE                   10.750 
  PAI                   $         991.36 
  CLTV                  90.000 
MATURITY               280310
FEE                    0.5000

LOAN                   0000022004659
LAST_NAME              DOAKES
ADDRESS                516 GRAMONT AVENUE
CITY                   DAYTON
STATE                  OH
ZIP                    454070000
  MORT                  $  52,200.00 
  BAL                   $        52,106.26 
  RATE                     9.990 
  PAI                   $         457.71 
  CLTV                  90.000 
MATURITY               121229
FEE                    0.5000

LOAN                   0000022004683
LAST_NAME              SINCLAIR
ADDRESS                1500 VIDALIA COURT
CITY                   ORLANDO
STATE                  FL
ZIP                    328180000
  MORT                  $  76,800.00 
  BAL                   $        74,976.64 
  RATE                     8.500 
  PAI                   $         756.28 
  CLTV                  80.000 
MATURITY               121210
FEE                    0.5000

LOAN                   0000022004725
LAST_NAME              GRESK
ADDRESS                346 S 60TH STREET
CITY                   CALEDONIA
STATE                  WI
ZIP                    531080000
  MORT                  $  97,000.00 
  BAL                   $        96,774.30 
  RATE                     8.750 
  PAI                   $         763.10 
  CLTV                  78.861 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022004774
LAST_NAME              JONES
ADDRESS                601 ORANGE LAWN DRIVE
CITY                   VALRICO
STATE                  FL
ZIP                    335940000
  MORT                  $100,300.00 
  BAL                   $      100,057.12 
  RATE                     9.650 
  PAI                   $         854.38 
  CLTV                  85.000 
MATURITY               271223
FEE                    0.5000

LOAN                   0000022004782
LAST_NAME              DANIELS
ADDRESS                3722 ODIN AVENUE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452130000
  MORT                  $100,800.00 
  BAL                   $        99,657.48 
  RATE                   10.250 
  PAI                   $         903.28 
  CLTV                  90.000 
MATURITY               130128
FEE                    0.5000

LOAN                   0000022004808
LAST_NAME              BRUNK
ADDRESS                1448 ALAMEDA AVENUE
CITY                   LAKEWOOD
STATE                  OH
ZIP                    441070000
  MORT                  $  84,000.00 
  BAL                   $        83,748.91 
  RATE                     9.250 
  PAI                   $         691.05 
  CLTV                  80.000 
MATURITY               271203
FEE                    0.5000

LOAN                   0000022004832
LAST_NAME              TROCHE
ADDRESS                11261 SW 74TH TER
CITY                   MIAMI
STATE                  FL
ZIP                    331730000
  MORT                  $122,400.00 
  BAL                   $      122,329.58 
  RATE                     8.750 
  PAI                   $         962.92 
  CLTV                  88.695 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022004907
LAST_NAME              YOUNG
ADDRESS                6710 WESTLAKE AVENUE
CITY                   PARMA
STATE                  OH
ZIP                    441290000
  MORT                  $  60,000.00 
  BAL                   $        59,901.26 
  RATE                     8.250 
  PAI                   $         511.24 
  CLTV                  57.692 
MATURITY               180413
FEE                    0.5000

LOAN                   0000022004931
LAST_NAME              DAVIS
ADDRESS                76 URGUHART STREET
CITY                   CRANSTON
STATE                  RI
ZIP                    029200000
  MORT                  $  89,600.00 
  BAL                   $        89,162.83 
  RATE                     8.400 
  PAI                   $         771.91 
  CLTV                  70.000 
MATURITY               180225
FEE                    0.5000

LOAN                   0000022004956
LAST_NAME              ASHBY
ADDRESS                2775 ELLIOTT
CITY                   MEDFORD
STATE                  OR
ZIP                    975010000
  MORT                  $  55,250.00 
  BAL                   $        54,919.59 
  RATE                     7.650 
  PAI                   $         516.90 
  CLTV                  65.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022004980
LAST_NAME              CORBIN
ADDRESS                 ROUTE 1 BOX 26
CITY                   WADE
STATE                  NC
ZIP                    283950000
  MORT                  $  40,000.00 
  BAL                   $        39,364.36 
  RATE                     8.690 
  PAI                   $         500.02 
  CLTV                  55.555 
MATURITY               80206
FEE                    0.5000

LOAN                   0000022005003
LAST_NAME              WALKER
ADDRESS                 RT 3 BOX 291 C DECK ROAD
CITY                   GRAY COURT
STATE                  SC
ZIP                    296450000
  MORT                  $  58,500.00 
  BAL                   $        58,225.55 
  RATE                   10.990 
  PAI                   $         603.44 
  CLTV                  90.000 
MATURITY               171229
FEE                    0.5000

LOAN                   0000022005011
LAST_NAME              HOLTSLANDER
ADDRESS                3711 W LLOYD STREET
CITY                   PENSACOLA
STATE                  FL
ZIP                    325050000
  MORT                  $  33,000.00 
  BAL                   $        32,562.53 
  RATE                     9.150 
  PAI                   $         337.66 
  CLTV                  83.544 
MATURITY               130102
FEE                    0.5000

LOAN                   0000022005037
LAST_NAME              SNOW
ADDRESS                239 S FRANKLIN ROAD
CITY                   TOAST
STATE                  NC
ZIP                    270490000
  MORT                  $  58,000.00 
  BAL                   $        57,533.81 
  RATE                     8.550 
  PAI                   $         505.17 
  CLTV                  55.238 
MATURITY               171208
FEE                    0.5000

LOAN                   0000022005052
LAST_NAME              CALVO
ADDRESS                11354 SAGEBRUSH AVENUE N.
CITY                   UNIONTOWN
STATE                  OH
ZIP                    446850000
  MORT                  $  55,800.00 
  BAL                   $        55,214.02 
  RATE                     9.200 
  PAI                   $         572.62 
  CLTV                  54.174 
MATURITY               130122
FEE                    0.5000

LOAN                   0000022005060
LAST_NAME              RICHARDSON
ADDRESS                1130 STANLEY MISSION ROAD
CITY                   KINSTON
STATE                  NC
ZIP                    285040000
  MORT                  $  78,800.00 
  BAL                   $        77,928.62 
  RATE                     8.750 
  PAI                   $         696.37 
  CLTV                  69.734 
MATURITY               171022
FEE                    0.5000

LOAN                   0000022005086
LAST_NAME              ORSHOSKI
ADDRESS                421 NIEL STREET
CITY                   SANDUSKY
STATE                  OH
ZIP                    447800000
  MORT                  $  59,000.00 
  BAL                   $        58,631.26 
  RATE                     8.750 
  PAI                   $         521.39 
  CLTV                  72.839 
MATURITY               171215
FEE                    0.5000

LOAN                   0000022005144
LAST_NAME              BASS
ADDRESS                8500 ALTA VISTA DRIVE
CITY                   STOKESDALE
STATE                  NC
ZIP                    273570000
  MORT                  $  56,000.00 
  BAL                   $        55,380.56 
  RATE                     8.990 
  PAI                   $         567.66 
  CLTV                  80.000 
MATURITY               121217
FEE                    0.5000

LOAN                   0000022005177
LAST_NAME              WHITE
ADDRESS                1610 SOUTH KENTUCKY AVENU
CITY                   ROSWELL
STATE                  NM
ZIP                    882010000
  MORT                  $  55,200.00 
  BAL                   $        54,872.77 
  RATE                     7.750 
  PAI                   $         519.59 
  CLTV                  80.000 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022005250
LAST_NAME              COOK
ADDRESS                1072 LINCOLN COURT
CITY                   SAN JOSE
STATE                  CA
ZIP                    951250000
  MORT                  $  20,000.00 
  BAL                   $        20,000.00 
  RATE                     9.350 
  PAI                   $         257.16 
  CLTV                  43.323 
MATURITY               80520
FEE                    0.5000

LOAN                   0000022005292
LAST_NAME              BIRKENFELD
ADDRESS                201 METZGER ROAD
CITY                   CARSON
STATE                  WA
ZIP                    986100000
  MORT                  $  53,500.00 
  BAL                   $        53,500.00 
  RATE                   10.000 
  PAI                   $         516.29 
  CLTV                  79.949 
MATURITY               180518
FEE                    0.5000

LOAN                   0000022005300
LAST_NAME              WILSON
ADDRESS                7812 W 1050 S
CITY                   FORTVILLE
STATE                  IN
ZIP                    460400000
  MORT                  $  56,000.00 
  BAL                   $        55,265.35 
  RATE                     9.250 
  PAI                   $         576.35 
  CLTV                  80.000 
MATURITY               121229
FEE                    0.5000

LOAN                   0000022005318
LAST_NAME              BLACK
ADDRESS                9621 RIVER ROAD
CITY                   SPRING HILL
STATE                  FL
ZIP                    346080000
  MORT                  $  34,000.00 
  BAL                   $        33,966.40 
  RATE                     9.500 
  PAI                   $         285.90 
  CLTV                  85.000 
MATURITY               280311
FEE                    0.5000


                          Page 20
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022005334
LAST_NAME              LUMIA
ADDRESS                412 FAIRFIELD AVENUE
CITY                   WATERBURY
STATE                  CT
ZIP                    067080000
  MORT                  $  45,000.00 
  BAL                   $        44,768.68 
  RATE                     9.350 
  PAI                   $         465.84 
  CLTV                  63.380 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022005342
LAST_NAME              EMERY
ADDRESS                401 W BENTON
CITY                   OXFORD
STATE                  IN
ZIP                    479710000
  MORT                  $  56,000.00 
  BAL                   $        55,924.28 
  RATE                     9.990 
  PAI                   $         491.03 
  CLTV                  80.000 
MATURITY               130204
FEE                    0.5000

LOAN                   0000022005383
LAST_NAME              REMELY
ADDRESS                73 STANDISH BOULEVARD
CITY                   PITTSBURGH
STATE                  PA
ZIP                    152280000
  MORT                  $177,000.00 
  BAL                   $      176,708.72 
  RATE                     8.250 
  PAI                   $      1,508.16 
  CLTV                  68.076 
MATURITY               180417
FEE                    0.5000

LOAN                   0000022005391
LAST_NAME              WARD
ADDRESS                4649 HAY ROAD
CITY                   HARROD
STATE                  OH
ZIP                    458500000
  MORT                  $211,500.00 
  BAL                   $      211,143.07 
  RATE                     8.900 
  PAI                   $      1,686.59 
  CLTV                  90.000 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022005425
LAST_NAME              BRIDGEMAN
ADDRESS                30 ALDEN AVENUE
CITY                   PORTSMOUTH
STATE                  VA
ZIP                    237020000
  MORT                  $  58,500.00 
  BAL                   $        58,215.23 
  RATE                     9.950 
  PAI                   $         626.86 
  CLTV                  90.000 
MATURITY               130319
FEE                    0.5000

LOAN                   0000022005490
LAST_NAME              ROBERSON
ADDRESS                412 N.BROADWAY UNIT #12
CITY                   YONKERS
STATE                  NY
ZIP                    107010000
  MORT                  $124,000.00 
  BAL                   $      123,886.85 
  RATE                     9.875 
  PAI                   $      1,076.76 
  CLTV                  80.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022005573
LAST_NAME              STOWE
ADDRESS                20 PROSPECT STREET
CITY                   PIEDMONT
STATE                  SC
ZIP                    296730000
  MORT                  $  41,600.00 
  BAL                   $        41,520.65 
  RATE                     8.300 
  PAI                   $         314.00 
  CLTV                  80.000 
MATURITY               280213
FEE                    0.5000

LOAN                   0000022005607
LAST_NAME              HUMMEL
ADDRESS                6338 W GIFFORD
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462240000
  MORT                  $  74,400.00 
  BAL                   $        74,243.88 
  RATE                     9.250 
  PAI                   $         612.08 
  CLTV                  80.000 
MATURITY               130126
FEE                    0.5000

LOAN                   0000022005623
LAST_NAME              LEIBLE
ADDRESS                6 HAYRICK LANE
CITY                   COMMACK
STATE                  NY
ZIP                    117250000
  MORT                  $  30,000.00 
  BAL                   $        30,000.00 
  RATE                     9.250 
  PAI                   $         274.77 
  CLTV                  76.366 
MATURITY               180512
FEE                    0.5000

LOAN                   0000022005631
LAST_NAME              WALKER
ADDRESS                3419 NEW HOPE ROAD
CITY                   RALEIGH
STATE                  NC
ZIP                    276040000
  MORT                  $120,000.00 
  BAL                   $      119,432.50 
  RATE                     8.650 
  PAI                   $      1,052.81 
  CLTV                  80.000 
MATURITY               180205
FEE                    0.5000

LOAN                   0000022005656
LAST_NAME              ELSEA
ADDRESS                257 PIKEVILLE AVENUE
CITY                   GRAYSVILLE
STATE                  TN
ZIP                    373380000
  MORT                  $  59,500.00 
  BAL                   $        59,007.51 
  RATE                     8.600 
  PAI                   $         589.41 
  CLTV                  72.560 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022005672
LAST_NAME              SLAUGHTER
ADDRESS                510 ROYAL SPRINGS DRIVE
CITY                   SPRINGBORO
STATE                  OH
ZIP                    450660000
  MORT                  $135,600.00 
  BAL                   $      135,287.06 
  RATE                     8.790 
  PAI                   $      1,070.65 
  CLTV                  80.000 
MATURITY               130113
FEE                    0.5000

LOAN                   0000022005680
LAST_NAME              WETHINGTON
ADDRESS                1425 SEABOARD AVENUE
CITY                   CHESAPEAKE
STATE                  VA
ZIP                    233240000
  MORT                  $  35,000.00 
  BAL                   $        34,741.03 
  RATE                     9.850 
  PAI                   $         372.91 
  CLTV                  70.000 
MATURITY               130113
FEE                    0.5000

LOAN                   0000022005730
LAST_NAME              ROMANS
ADDRESS                864 FAIRBORN ROAD
CITY                   CINCINNATI
STATE                  OH
ZIP                    452400000
  MORT                  $  63,600.00 
  BAL                   $        63,059.37 
  RATE                     8.300 
  PAI                   $         618.87 
  CLTV                  80.000 
MATURITY               130203
FEE                    0.5000

LOAN                   0000022005763
LAST_NAME              WERTMAN
ADDRESS                820 S ELEVENTH STREET
CITY                   GOSHEN
STATE                  IN
ZIP                    465260000
  MORT                  $  25,000.00 
  BAL                   $        24,804.73 
  RATE                     9.250 
  PAI                   $         257.30 
  CLTV                  55.609 
MATURITY               130204
FEE                    0.5000

LOAN                   0000022005771
LAST_NAME              SAWYER
ADDRESS                920 DUKE OF SUFFOLK DRIVE
CITY                   VIRGINIA BE
STATE                  VA
ZIP                    234540000
  MORT                  $  93,100.00 
  BAL                   $        92,785.38 
  RATE                     8.500 
  PAI                   $         715.86 
  CLTV                  62.066 
MATURITY               130319
FEE                    0.5000

LOAN                   0000022005797
LAST_NAME              MESSENGER
ADDRESS                21-23 TRINITY STREET
CITY                   NEW BRITAIN
STATE                  CT
ZIP                    060530000
  MORT                  $  83,250.00 
  BAL                   $        83,218.66 
  RATE                   10.750 
  PAI                   $         777.12 
  CLTV                  75.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022005805
LAST_NAME              PALMER
ADDRESS                12200 BERMUDA DRIVE NE
CITY                   ALBUQUERQUE
STATE                  NM
ZIP                    871110000
  MORT                  $  24,150.00 
  BAL                   $        24,150.00 
  RATE                   10.000 
  PAI                   $         233.06 
  CLTV                  81.850 
MATURITY               180511
FEE                    0.5000

LOAN                   0000022005839
LAST_NAME              MCLAUGHLIN
ADDRESS                777 ILLINI DRIVE
CITY                   MONROEVILLE
STATE                  PA
ZIP                    151460000
  MORT                  $106,400.00 
  BAL                   $      106,209.19 
  RATE                     8.600 
  PAI                   $         825.68 
  CLTV                  80.000 
MATURITY               280210
FEE                    0.5000

LOAN                   0000022005854
LAST_NAME              PARKER
ADDRESS                5608 AKRON-CLEVELAND ROAD
CITY                   HUDSON
STATE                  OH
ZIP                    442360000
  MORT                  $  63,750.00 
  BAL                   $        63,616.89 
  RATE                   10.350 
  PAI                   $         576.01 
  CLTV                  75.000 
MATURITY               121205
FEE                    0.5000

LOAN                   0000022005896
LAST_NAME              SCROGGS
ADDRESS                5524 HARVEST LANE
CITY                   TOLEDO
STATE                  OH
ZIP                    436230000
  MORT                  $  72,000.00 
  BAL                   $        71,821.65 
  RATE                     8.750 
  PAI                   $         566.43 
  CLTV                  80.000 
MATURITY               130106
FEE                    0.5000

LOAN                   0000022005904
LAST_NAME              BRANCHE
ADDRESS                4614 RUDDELL ROAD
CITY                   JEFFERSONVI
STATE                  IN
ZIP                    471300000
  MORT                  $  75,650.00 
  BAL                   $        75,407.83 
  RATE                     8.500 
  PAI                   $         656.51 
  CLTV                  85.000 
MATURITY               180323
FEE                    0.5000

LOAN                   0000022005979
LAST_NAME              KHAN
ADDRESS                8 FIR STREET
CITY                   VALLEY STRE
STATE                  NY
ZIP                    115800000
  MORT                  $  21,000.00 
  BAL                   $        21,000.00 
  RATE                   10.100 
  PAI                   $         447.23 
  CLTV                  83.583 
MATURITY               30512
FEE                    0.5000

LOAN                   0000022006019
LAST_NAME              WARNER
ADDRESS                509 S. JOHNSTON AVE.
CITY                   ROCKFORD
STATE                  IL
ZIP                    611020000
  MORT                  $  21,700.00 
  BAL                   $        21,526.48 
  RATE                     8.990 
  PAI                   $         219.98 
  CLTV                  57.105 
MATURITY               130128
FEE                    0.5000

LOAN                   0000022006027
LAST_NAME              SHOCKLEY
ADDRESS                3465 6TH AVENUE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462210000
  MORT                  $  19,500.00 
  BAL                   $        19,282.07 
  RATE                     8.500 
  PAI                   $         192.03 
  CLTV                  30.468 
MATURITY               130127
FEE                    0.5000

LOAN                   0000022006035
LAST_NAME              MARTIN
ADDRESS                1118 LEE CIRCLE
CITY                   WEST COLUMB
STATE                  SC
ZIP                    291700000
  MORT                  $  61,790.00 
  BAL                   $        61,649.13 
  RATE                     8.850 
  PAI                   $         490.53 
  CLTV                  87.645 
MATURITY               280116
FEE                    0.5000

LOAN                   0000022006068
LAST_NAME              LUGENBELL
ADDRESS                1121 E STANFORD
CITY                   SPRINGFIELD
STATE                  MO
ZIP                    658070000
  MORT                  $  65,600.00 
  BAL                   $        65,265.72 
  RATE                     8.050 
  PAI                   $         550.75 
  CLTV                  80.000 
MATURITY               180206
FEE                    0.5000

LOAN                   0000022006183
LAST_NAME              HOLLEMAN
ADDRESS                1013 WARREN AVE
CITY                   WINSTON SAL
STATE                  NC
ZIP                    271270000
  MORT                  $  29,500.00 
  BAL                   $        29,141.86 
  RATE                     8.990 
  PAI                   $         299.03 
  CLTV                  43.382 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022006225
LAST_NAME              HOWARD
ADDRESS                12416 E ALASKA PLACE
CITY                   AURORA
STATE                  CO
ZIP                    800120000
  MORT                  $  96,000.00 
  BAL                   $        95,269.54 
  RATE                     8.990 
  PAI                   $         863.12 
  CLTV                  79.338 
MATURITY               171224
FEE                    0.5000

LOAN                   0000022006332
LAST_NAME              SHORT
ADDRESS                 MCLENDON ROAD
CITY                   MCFARLAN
STATE                  NC
ZIP                    281020000
  MORT                  $  52,800.00 
  BAL                   $        52,673.48 
  RATE                     9.700 
  PAI                   $         451.70 
  CLTV                  80.000 
MATURITY               121211
FEE                    0.5000

LOAN                   0000022006381
LAST_NAME              SULLIVAN
ADDRESS                3627 MARTIN LUTHER KING D
CITY                   CLEVELAND
STATE                  OH
ZIP                    441050000
  MORT                  $  69,000.00 
  BAL                   $        68,855.23 
  RATE                     9.250 
  PAI                   $         567.65 
  CLTV                  79.310 
MATURITY               130115
FEE                    0.5000

LOAN                   0000022006399
LAST_NAME              DAYTON
ADDRESS                28 CARDINAL DRIVE
CITY                   CAPE MAY CO
STATE                  NJ
ZIP                    082100000
  MORT                  $104,300.00 
  BAL                   $      104,194.46 
  RATE                     9.400 
  PAI                   $         869.41 
  CLTV                  83.440 
MATURITY               280316
FEE                    0.5000

LOAN                   0000022006415
LAST_NAME              JONES
ADDRESS                259 CHARLES STREET
CITY                   BOONE
STATE                  NC
ZIP                    286070000
  MORT                  $  98,400.00 
  BAL                   $        98,125.04 
  RATE                     7.850 
  PAI                   $         711.77 
  CLTV                  80.000 
MATURITY               121229
FEE                    0.5000

LOAN                   0000022006423
LAST_NAME              MILLER
ADDRESS                3815 BIG SPRINGS DR
CITY                   PHOENIX CIT
STATE                  AL
ZIP                    368700000
  MORT                  $116,000.00 
  BAL                   $      116,000.00 
  RATE                     9.400 
  PAI                   $      1,073.71 
  CLTV                  80.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022006472
LAST_NAME              NOVICKY
ADDRESS                8514 DEERFIELD DRIVE
CITY                   PARMA
STATE                  OH
ZIP                    441290000
  MORT                  $  85,600.00 
  BAL                   $        85,443.33 
  RATE                     8.500 
  PAI                   $         658.19 
  CLTV                  80.000 
MATURITY               280204
FEE                    0.5000

LOAN                   0000022006597
LAST_NAME              AMSTUTZ
ADDRESS                1412 WINNETTE DRIVE
CITY                   TOLEDO
STATE                  OH
ZIP                    436140000
  MORT                  $  60,000.00 
  BAL                   $        59,867.12 
  RATE                     8.990 
  PAI                   $         482.35 
  CLTV                  80.000 
MATURITY               130120
FEE                    0.5000

LOAN                   0000022006605
LAST_NAME              MOYER
ADDRESS                342 SE ORANGEBURG STREET
CITY                   AIKEN
STATE                  SC
ZIP                    298010000
  MORT                  $  43,000.00 
  BAL                   $        43,000.00 
  RATE                     8.400 
  PAI                   $         420.93 
  CLTV                  75.438 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022006613
LAST_NAME              HUBBARD
ADDRESS                1236 GOLDEN LEAF ROAD
CITY                   NATHALIE
STATE                  VA
ZIP                    245770000
  MORT                  $  63,000.00 
  BAL                   $        62,926.62 
  RATE                   10.650 
  PAI                   $         583.37 
  CLTV                  90.000 
MATURITY               130120
FEE                    0.5000

LOAN                   0000022006670
LAST_NAME              SAUNDERS
ADDRESS                8558 BENTON AVENUE
CITY                   PHILADELPHI
STATE                  PA
ZIP                    191520000
  MORT                  $  76,000.00 
  BAL                   $        75,884.32 
  RATE                     9.390 
  PAI                   $         632.96 
  CLTV                  80.000 
MATURITY               280210
FEE                    0.5000

LOAN                   0000022006696
LAST_NAME              HAYNES
ADDRESS                610 HIGHTOWER STREET
CITY                   VALDOSTA
STATE                  GA
ZIP                    316010000
  MORT                  $  35,000.00 
  BAL                   $        34,243.74 
  RATE                     8.400 
  PAI                   $         432.09 
  CLTV                  77.777 
MATURITY               80202
FEE                    0.5000

LOAN                   0000022006704
LAST_NAME              JEANETTE
ADDRESS                421 W HENDRICKS STREET
CITY                   SHELBYVILLE
STATE                  IN
ZIP                    461760000
  MORT                  $  35,000.00 
  BAL                   $        34,707.71 
  RATE                     8.500 
  PAI                   $         344.66 
  CLTV                  56.910 
MATURITY               130217
FEE                    0.5000


                          Page 21
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022006746
LAST_NAME              ROBERTS
ADDRESS                4512 WEST STREET RT 122
CITY                   FRANKLIN
STATE                  OH
ZIP                    450050000
  MORT                  $  85,000.00 
  BAL                   $        84,889.81 
  RATE                   10.150 
  PAI                   $         755.38 
  CLTV                  80.952 
MATURITY               130205
FEE                    0.5000

LOAN                   0000022006753
LAST_NAME              NUETZMAN
ADDRESS                2010 W MORRIS STREET
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462200000
  MORT                  $  45,600.00 
  BAL                   $        45,373.29 
  RATE                     8.250 
  PAI                   $         388.55 
  CLTV                  80.000 
MATURITY               180217
FEE                    0.5000

LOAN                   0000022006803
LAST_NAME              PEREHINEC
ADDRESS                102 FORNELIUS AVENUE
CITY                   CLIFTON
STATE                  NJ
ZIP                    070130000
  MORT                  $  38,850.00 
  BAL                   $        38,850.00 
  RATE                   10.000 
  PAI                   $         417.49 
  CLTV                  84.998 
MATURITY               130513
FEE                    0.5000

LOAN                   0000022006845
LAST_NAME              JENKINS
ADDRESS                217 FIRST STREET
CITY                   MALVERN
STATE                  OH
ZIP                    446440000
  MORT                  $  32,000.00 
  BAL                   $        31,957.18 
  RATE                     8.950 
  PAI                   $         256.33 
  CLTV                  65.306 
MATURITY               280229
FEE                    0.5000

LOAN                   0000022006852
LAST_NAME              ANDERECK
ADDRESS                11805 COCHISE CIRCLE
CITY                   CONIFER
STATE                  CO
ZIP                    804330000
  MORT                  $144,000.00 
  BAL                   $      143,722.61 
  RATE                     8.250 
  PAI                   $      1,081.83 
  CLTV                  80.000 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022006902
LAST_NAME              MCPEEK
ADDRESS                27140 SHOREVIEW AVENUE
CITY                   EUCLID
STATE                  OH
ZIP                    441320000
  MORT                  $  88,000.00 
  BAL                   $        87,858.06 
  RATE                     9.140 
  PAI                   $         716.96 
  CLTV                  80.000 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022006928
LAST_NAME              GILLIGAN
ADDRESS                5011 W FRIENDLY AVENUE
CITY                   GREENSBORO
STATE                  NC
ZIP                    274070000
  MORT                  $118,400.00 
  BAL                   $      118,208.53 
  RATE                     9.100 
  PAI                   $         961.21 
  CLTV                  80.000 
MATURITY               130120
FEE                    0.5000

LOAN                   0000022006951
LAST_NAME              WIGGINS
ADDRESS                1807 MARY ELLEN DRIVE
CITY                   BRUNSWICK
STATE                  OH
ZIP                    442120000
  MORT                  $107,100.00 
  BAL                   $      106,928.62 
  RATE                     8.500 
  PAI                   $         929.44 
  CLTV                  85.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022006969
LAST_NAME              IWICKI
ADDRESS                23 W 511 WOODWORTH PLACE
CITY                   ROSELLE
STATE                  IL
ZIP                    601720000
  MORT                  $140,000.00 
  BAL                   $      139,756.56 
  RATE                     8.750 
  PAI                   $      1,101.39 
  CLTV                  80.000 
MATURITY               130211
FEE                    0.5000

LOAN                   0000022006993
LAST_NAME              BONVINO
ADDRESS                11 LT CRAWFORD WHEEL
CITY                   TOWN OF ORN
STATE                  NY
ZIP                    109130000
  MORT                  $275,000.00 
  BAL                   $      274,413.60 
  RATE                     7.950 
  PAI                   $      2,008.28 
  CLTV                  68.750 
MATURITY               130421
FEE                    0.5000

LOAN                   0000022007041
LAST_NAME              MC LAIN
ADDRESS                4969 AMERICANA DRIVE
CITY                   ANNANDALE
STATE                  VA
ZIP                    220030000
  MORT                  $  32,000.00 
  BAL                   $        31,817.68 
  RATE                     8.200 
  PAI                   $         309.52 
  CLTV                  49.230 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022007082
LAST_NAME              BUSKILL
ADDRESS                904 LAKE DRIVE
CITY                   SHELBY
STATE                  NC
ZIP                    281520000
  MORT                  $  65,600.00 
  BAL                   $        65,416.71 
  RATE                     7.850 
  PAI                   $         474.51 
  CLTV                  80.000 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022007090
LAST_NAME              BUYSSE
ADDRESS                9719 JELLISON WAY
CITY                   BROOMFIELD
STATE                  CO
ZIP                    800210000
  MORT                  $129,750.00 
  BAL                   $      127,722.25 
  RATE                     8.990 
  PAI                   $      1,642.92 
  CLTV                  75.000 
MATURITY               80114
FEE                    0.5000

LOAN                   0000022007108
LAST_NAME              ELLISON
ADDRESS                2205 SOUTH CLINTON AVENUE
CITY                   TRENTON
STATE                  NJ
ZIP                    086100000
  MORT                  $  22,000.00 
  BAL                   $        21,874.78 
  RATE                     8.850 
  PAI                   $         195.82 
  CLTV                  66.666 
MATURITY               180317
FEE                    0.5000

LOAN                   0000022007124
LAST_NAME              HOWARD
ADDRESS                442 GLENWOOD ROAD
CITY                   BELTON
STATE                  SC
ZIP                    296270000
  MORT                  $  93,330.00 
  BAL                   $        93,330.00 
  RATE                   12.500 
  PAI                   $         996.07 
  CLTV                  90.000 
MATURITY               280313
FEE                    0.5000

LOAN                   0000022007165
LAST_NAME              MCGOWAN
ADDRESS                1333 N 15 AVENUE
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330200000
  MORT                  $  18,000.00 
  BAL                   $        17,802.79 
  RATE                   11.240 
  PAI                   $         207.31 
  CLTV                  71.508 
MATURITY               121205
FEE                    0.5000

LOAN                   0000022007223
LAST_NAME              BANKS
ADDRESS                1138 N. MONITOR
CITY                   CHICAGO
STATE                  IL
ZIP                    606510000
  MORT                  $  80,000.00 
  BAL                   $        79,389.04 
  RATE                     9.500 
  PAI                   $         835.38 
  CLTV                  80.000 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022007231
LAST_NAME              WARD
ADDRESS                122 BAY ROAD
CITY                   EASTON.
STATE                  MA
ZIP                    023560000
  MORT                  $165,000.00 
  BAL                   $      164,910.81 
  RATE                     9.050 
  PAI                   $      1,333.57 
  CLTV                  77.102 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022007280
LAST_NAME              BIRCH
ADDRESS                339 BARRETT ROAD
CITY                   BEREA
STATE                  OH
ZIP                    440170000
  MORT                  $  49,000.00 
  BAL                   $        48,627.17 
  RATE                     7.550 
  PAI                   $         455.63 
  CLTV                  40.833 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022007330
LAST_NAME              PECKHAM
ADDRESS                10622 TUPPENCE COURT
CITY                   ROCKVILLE
STATE                  MD
ZIP                    208500000
  MORT                  $120,000.00 
  BAL                   $      119,288.63 
  RATE                     7.750 
  PAI                   $      1,129.54 
  CLTV                  78.947 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022007397
LAST_NAME              MARANDO
ADDRESS                554 DOW AVENUE
CITY                   TOWNSHIP OF
STATE                  NJ
ZIP                    077550000
  MORT                  $  76,500.00 
  BAL                   $        76,389.13 
  RATE                   10.990 
  PAI                   $         727.95 
  CLTV                  75.000 
MATURITY               280101
FEE                    0.5000

LOAN                   0000022007462
LAST_NAME              MORTON
ADDRESS                11400 N MT. VERNON DRIVE
CITY                   FT. LAUDERD
STATE                  FL
ZIP                    333250000
  MORT                  $203,800.00 
  BAL                   $      203,426.97 
  RATE                     8.500 
  PAI                   $      1,567.05 
  CLTV                  79.921 
MATURITY               130212
FEE                    0.5000

LOAN                   0000022007470
LAST_NAME              WINTERS
ADDRESS                8650 ROUTE 9
CITY                   WEST CHAZY
STATE                  NY
ZIP                    129920000
  MORT                  $  58,400.00 
  BAL                   $        57,924.04 
  RATE                     8.750 
  PAI                   $         516.09 
  CLTV                  80.000 
MATURITY               180213
FEE                    0.5000

LOAN                   0000022007520
LAST_NAME              SCALES
ADDRESS                34-08 SOUTHERN DRIVE
CITY                   FAIRLAWN
STATE                  NJ
ZIP                    074100000
  MORT                  $160,000.00 
  BAL                   $      159,341.79 
  RATE                     9.750 
  PAI                   $      1,517.63 
  CLTV                  80.000 
MATURITY               180201
FEE                    0.5000

LOAN                   0000022007629
LAST_NAME              HARMON
ADDRESS                3325 MCGREW STREET
CITY                   CINCINNATI
STATE                  OH
ZIP                    452410000
  MORT                  $  50,700.00 
  BAL                   $        50,550.21 
  RATE                     7.750 
  PAI                   $         477.23 
  CLTV                  61.084 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022007686
LAST_NAME              BLEDSOE
ADDRESS                518 SAINT DOROTHY DRIVE
CITY                   EAST SAINT
STATE                  IL
ZIP                    622060000
  MORT                  $  24,000.00 
  BAL                   $        22,852.32 
  RATE                     8.990 
  PAI                   $         243.29 
  CLTV                  80.000 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022007769
LAST_NAME              FENN
ADDRESS                14807 MASON ROAD
CITY                   VERMILION
STATE                  OH
ZIP                    440890000
  MORT                  $  13,100.00 
  BAL                   $        13,100.00 
  RATE                     9.350 
  PAI                   $         135.62 
  CLTV                  79.894 
MATURITY               130505
FEE                    0.5000

LOAN                   0000022007819
LAST_NAME              MORGAN
ADDRESS                15836 SEA PINES DRIVE
CITY                   HUDSON
STATE                  FL
ZIP                    346670000
  MORT                  $  37,000.00 
  BAL                   $        36,483.62 
  RATE                     8.550 
  PAI                   $         365.44 
  CLTV                  74.000 
MATURITY               130102
FEE                    0.5000

LOAN                   0000022007868
LAST_NAME              FINIGAN
ADDRESS                274 GLADYS ROAD
CITY                   COLUMBUS
STATE                  OH
ZIP                    432280000
  MORT                  $  70,400.00 
  BAL                   $        70,204.40 
  RATE                     8.990 
  PAI                   $         565.95 
  CLTV                  80.000 
MATURITY               271224
FEE                    0.5000

LOAN                   0000022007884
LAST_NAME              BARWICK
ADDRESS                374 LEON FLOWERS RD
CITY                   MOUNT OLIVE
STATE                  NC
ZIP                    281650000
  MORT                  $  44,000.00 
  BAL                   $        43,716.38 
  RATE                   11.350 
  PAI                   $         509.82 
  CLTV                  80.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022007918
LAST_NAME              KLECKLEY
ADDRESS                311 SE 44TH STREET
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326080000
  MORT                  $  49,600.00 
  BAL                   $        47,856.57 
  RATE                     8.550 
  PAI                   $         616.30 
  CLTV                  80.000 
MATURITY               71223
FEE                    0.5000

LOAN                   0000022007967
LAST_NAME              LONGHITANO
ADDRESS                622 VAN NEST AVENUE
CITY                   BRONX
STATE                  NY
ZIP                    104600000
  MORT                  $184,000.00 
  BAL                   $      183,825.76 
  RATE                     9.700 
  PAI                   $      1,574.10 
  CLTV                  80.000 
MATURITY               280306
FEE                    0.5000

LOAN                   0000022008056
LAST_NAME              O'WADE
ADDRESS                322 FIRST STREET
CITY                   VANDERBILT
STATE                  PA
ZIP                    154860000
  MORT                  $  28,000.00 
  BAL                   $        27,832.40 
  RATE                     8.100 
  PAI                   $         269.21 
  CLTV                  62.222 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022008122
LAST_NAME              KLINE
ADDRESS                20144 SW 83RD STREET
CITY                   DUNNELLON
STATE                  FL
ZIP                    344310000
  MORT                  $  56,800.00 
  BAL                   $        56,674.22 
  RATE                     8.990 
  PAI                   $         456.62 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022008197
LAST_NAME              COLLETTI
ADDRESS                8718 19TH AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112140000
  MORT                  $  77,000.00 
  BAL                   $        76,781.39 
  RATE                     8.200 
  PAI                   $         744.78 
  CLTV                  50.151 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022008247
LAST_NAME              PITTMAN
ADDRESS                4957 11TH STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200170000
  MORT                  $  76,500.00 
  BAL                   $        76,373.42 
  RATE                     8.990 
  PAI                   $         614.99 
  CLTV                  67.105 
MATURITY               280209
FEE                    0.5000

LOAN                   0000022008262
LAST_NAME              LUDLUM
ADDRESS                10216 CARLTON ROAD
CITY                   PORT ST. LU
STATE                  FL
ZIP                    349880000
  MORT                  $  57,200.00 
  BAL                   $        56,725.75 
  RATE                     8.300 
  PAI                   $         489.18 
  CLTV                  52.000 
MATURITY               171220
FEE                    0.5000

LOAN                   0000022008338
LAST_NAME              LAWRENCE
ADDRESS                319 HILL TOP FARM ROAD
CITY                   CANTON
STATE                  NC
ZIP                    287160000
  MORT                  $  20,150.00 
  BAL                   $        20,048.20 
  RATE                     9.400 
  PAI                   $         259.64 
  CLTV                  79.958 
MATURITY               80401
FEE                    0.5000

LOAN                   0000022008346
LAST_NAME              CHEW
ADDRESS                3838 SIXES ROAD
CITY                   PRINCE FRED
STATE                  MD
ZIP                    206780000
  MORT                  $142,000.00 
  BAL                   $      141,315.74 
  RATE                     8.500 
  PAI                   $      1,232.31 
  CLTV                  80.000 
MATURITY               180210
FEE                    0.5000

LOAN                   0000022008379
LAST_NAME              ANGER
ADDRESS                9686 SW 1ST PLACE
CITY                   BOCA RATON
STATE                  FL
ZIP                    334280000
  MORT                  $  92,000.00 
  BAL                   $        91,774.68 
  RATE                     8.500 
  PAI                   $         707.40 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022008387
LAST_NAME              EDWARDS
ADDRESS                506 E ELM ST
CITY                   NASHVILLE
STATE                  NC
ZIP                    278560000
  MORT                  $  49,500.00 
  BAL                   $        49,461.08 
  RATE                     9.750 
  PAI                   $         441.11 
  CLTV                  87.610 
MATURITY               230420
FEE                    0.5000


                          Page 22
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022008403
LAST_NAME              GRANT
ADDRESS                352-354 SEAVIEW AVENUE
CITY                   BRIDGEPORT
STATE                  CT
ZIP                    066040000
  MORT                  $  53,200.00 
  BAL                   $        52,326.29 
  RATE                     8.350 
  PAI                   $         655.35 
  CLTV                  65.679 
MATURITY               80302
FEE                    0.5000

LOAN                   0000022008411
LAST_NAME              DILLARD
ADDRESS                914 DRUM AVENUE
CITY                   CAPITOL HEI
STATE                  MD
ZIP                    207430000
  MORT                  $  63,500.00 
  BAL                   $        63,389.24 
  RATE                     8.750 
  PAI                   $         499.56 
  CLTV                  67.914 
MATURITY               130206
FEE                    0.5000

LOAN                   0000022008452
LAST_NAME              GRIGGS
ADDRESS                14913 MCDUFFEE ROAD
CITY                   CHURUBUSCO
STATE                  IN
ZIP                    467230000
  MORT                  $  55,700.00 
  BAL                   $        55,311.62 
  RATE                   10.500 
  PAI                   $         615.71 
  CLTV                  71.860 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022008460
LAST_NAME              BEYER
ADDRESS                4950 CANOE CREEK ROAD
CITY                   ST. CLOUD
STATE                  FL
ZIP                    347720000
  MORT                  $100,000.00 
  BAL                   $        99,695.89 
  RATE                     8.550 
  PAI                   $         772.46 
  CLTV                  53.475 
MATURITY               271202
FEE                    0.5000

LOAN                   0000022008510
LAST_NAME              HAYES
ADDRESS                2803 OAKLEY AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212150000
  MORT                  $  50,000.00 
  BAL                   $        49,955.48 
  RATE                     9.990 
  PAI                   $         438.42 
  CLTV                  72.463 
MATURITY               280221
FEE                    0.5000

LOAN                   0000022008536
LAST_NAME              SMALL
ADDRESS                103 MYRTLE STREET
CITY                   MORGANTON
STATE                  NC
ZIP                    286550000
  MORT                  $  52,400.00 
  BAL                   $        51,991.69 
  RATE                     8.800 
  PAI                   $         464.74 
  CLTV                  80.000 
MATURITY               171215
FEE                    0.5000

LOAN                   0000022008577
LAST_NAME              SCOTT
ADDRESS                1240 UNDERWOOD STREET N.W
CITY                   WASHINGTON
STATE                  DC
ZIP                    200120000
  MORT                  $  75,000.00 
  BAL                   $        74,869.59 
  RATE                     8.750 
  PAI                   $         590.03 
  CLTV                  44.378 
MATURITY               280217
FEE                    0.5000

LOAN                   0000022008619
LAST_NAME              DOOLITTLE
ADDRESS                106 STEEPLECHASE DRIVE
CITY                   NEWINGTON
STATE                  CT
ZIP                    061110000
  MORT                  $100,800.00 
  BAL                   $      100,678.69 
  RATE                     8.550 
  PAI                   $         778.64 
  CLTV                  80.000 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022008650
LAST_NAME              BREWINGTON
ADDRESS                635 SANDERS STREET
CITY                   CLINTON
STATE                  NC
ZIP                    283280000
  MORT                  $  45,000.00 
  BAL                   $        44,898.60 
  RATE                     9.990 
  PAI                   $         394.57 
  CLTV                  81.818 
MATURITY               271222
FEE                    0.5000

LOAN                   0000022008718
LAST_NAME              SCHWARTZ
ADDRESS                46 LARCH HILL ROAD
CITY                   LAWRENCE
STATE                  NY
ZIP                    115590000
  MORT                  $  29,000.00 
  BAL                   $        29,000.00 
  RATE                     9.250 
  PAI                   $         298.47 
  CLTV                  59.817 
MATURITY               130512
FEE                    0.5000

LOAN                   0000022008734
LAST_NAME              VITAL
ADDRESS                910 N. ST. LOUIS AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606510000
  MORT                  $  95,500.00 
  BAL                   $        95,448.91 
  RATE                     9.100 
  PAI                   $         775.30 
  CLTV                  80.252 
MATURITY               130417
FEE                    0.5000

LOAN                   0000022008890
LAST_NAME              DEASON
ADDRESS                2507 W 71ST
CITY                   CHICAGO
STATE                  IL
ZIP                    606290000
  MORT                  $  96,000.00 
  BAL                   $        95,834.82 
  RATE                     8.800 
  PAI                   $         758.66 
  CLTV                  83.478 
MATURITY               280301
FEE                    0.5000

LOAN                   0000022008965
LAST_NAME              DUKE
ADDRESS                73 MOUNT LOWELL ROAD
CITY                   CARROLLTON
STATE                  GA
ZIP                    301160000
  MORT                  $  56,250.00 
  BAL                   $        56,182.44 
  RATE                   11.850 
  PAI                   $         572.11 
  CLTV                  75.000 
MATURITY               130112
FEE                    0.5000

LOAN                   0000022009203
LAST_NAME              CORDELL
ADDRESS                3919 COUNTY ROAD 119
CITY                   HESPERUS
STATE                  CO
ZIP                    813260000
  MORT                  $  90,000.00 
  BAL                   $        89,365.18 
  RATE                     7.750 
  PAI                   $         847.15 
  CLTV                  66.666 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022009229
LAST_NAME              DODD
ADDRESS                16638 S WALCOTT STREET
CITY                   MARKHAM
STATE                  IL
ZIP                    604260000
  MORT                  $  57,600.00 
  BAL                   $        57,435.74 
  RATE                     8.150 
  PAI                   $         555.46 
  CLTV                  80.000 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022009245
LAST_NAME              RILEY
ADDRESS                287 NEEDHAM STREET
CITY                   DEDHAM
STATE                  MA
ZIP                    020260000
  MORT                  $200,000.00 
  BAL                   $      199,872.46 
  RATE                     8.250 
  PAI                   $      1,502.54 
  CLTV                  80.000 
MATURITY               280330
FEE                    0.5000

LOAN                   0000022009278
LAST_NAME              BASINI
ADDRESS                932 IDEAL WAY
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282030000
  MORT                  $243,900.00 
  BAL                   $      243,635.31 
  RATE                     9.050 
  PAI                   $      1,971.26 
  CLTV                  90.000 
MATURITY               280311
FEE                    0.5000

LOAN                   0000022009336
LAST_NAME              EARLES
ADDRESS                908 ST. PAUL LANE
CITY                   CAMDEN
STATE                  SC
ZIP                    290200000
  MORT                  $  75,650.00 
  BAL                   $        75,525.50 
  RATE                     8.250 
  PAI                   $         644.59 
  CLTV                  85.000 
MATURITY               180406
FEE                    0.5000

LOAN                   0000022009377
LAST_NAME              SCOTT
ADDRESS                33 BICENTENNIAL WAY
CITY                   TOWN OF BOX
STATE                  MA
ZIP                    017190000
  MORT                  $234,000.00 
  BAL                   $      233,838.14 
  RATE                     7.850 
  PAI                   $      1,692.61 
  CLTV                  65.000 
MATURITY               280408
FEE                    0.5000

LOAN                   0000022009435
LAST_NAME              MCCLUNG
ADDRESS                55 FAIRWAY RIDGE DR
CITY                   ALPHARETTA
STATE                  GA
ZIP                    300220000
  MORT                  $146,500.00 
  BAL                   $      146,200.12 
  RATE                     7.950 
  PAI                   $      1,069.86 
  CLTV                  79.189 
MATURITY               130219
FEE                    0.5000

LOAN                   0000022009526
LAST_NAME              WOODARD
ADDRESS                4002 SOUTH CASTLE ROAD
CITY                   WEST VALLEY
STATE                  UT
ZIP                    841280000
  MORT                  $  94,400.00 
  BAL                   $        94,277.96 
  RATE                     8.200 
  PAI                   $         705.88 
  CLTV                  80.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022009708
LAST_NAME              WOLFE
ADDRESS                465 GROVE STREET
CITY                   MORGANTOWN
STATE                  WV
ZIP                    265050000
  MORT                  $  47,600.00 
  BAL                   $        47,523.60 
  RATE                     8.450 
  PAI                   $         411.58 
  CLTV                  70.000 
MATURITY               180427
FEE                    0.5000

LOAN                   0000022009773
LAST_NAME              DAVIS
ADDRESS                2896 ESQUIRE DRIVE
CITY                   NATRONA HEI
STATE                  PA
ZIP                    150650000
  MORT                  $  37,000.00 
  BAL                   $        36,674.80 
  RATE                     8.550 
  PAI                   $         365.44 
  CLTV                  82.222 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022009823
LAST_NAME              SIMMONS
ADDRESS                7601 S 72ND AVE
CITY                   LAVISTA
STATE                  NE
ZIP                    681280000
  MORT                  $  66,600.00 
  BAL                   $        66,571.16 
  RATE                   10.100 
  PAI                   $         589.39 
  CLTV                  90.000 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022009831
LAST_NAME              GLADCZUK
ADDRESS                353 FIVE MILE WOOD ROAD
CITY                   CATSKILL
STATE                  NY
ZIP                    124140000
  MORT                  $  50,000.00 
  BAL                   $        50,000.00 
  RATE                   11.650 
  PAI                   $         500.88 
  CLTV                  76.923 
MATURITY               280508
FEE                    0.5000

LOAN                   0000022009856
LAST_NAME              LEMLEY
ADDRESS                536 BRIAN AVE
CITY                   VIRGINIA BE
STATE                  VA
ZIP                    234620000
  MORT                  $  40,000.00 
  BAL                   $        39,949.67 
  RATE                   10.350 
  PAI                   $         395.33 
  CLTV                  53.333 
MATURITY               180406
FEE                    0.5000

LOAN                   0000022009864
LAST_NAME              WOLFE
ADDRESS                445-57 GROVE STREET
CITY                   MORGANTOWN
STATE                  WV
ZIP                    265050000
  MORT                  $  77,700.00 
  BAL                   $        77,575.29 
  RATE                     8.450 
  PAI                   $         671.85 
  CLTV                  70.000 
MATURITY               180427
FEE                    0.5000

LOAN                   0000022009914
LAST_NAME              SALCH
ADDRESS                423 WESSEX DR
CITY                   CHESAPEAKE
STATE                  VA
ZIP                    233200000
  MORT                  $  54,700.00 
  BAL                   $        54,433.72 
  RATE                     9.950 
  PAI                   $         586.14 
  CLTV                  79.963 
MATURITY               130324
FEE                    0.5000

LOAN                   0000022009971
LAST_NAME              PAREDES
ADDRESS                7080 KEARNEY ST
CITY                   COMMERCE CI
STATE                  CO
ZIP                    800220000
  MORT                  $  68,000.00 
  BAL                   $        67,933.55 
  RATE                     9.550 
  PAI                   $         574.26 
  CLTV                  85.000 
MATURITY               280309
FEE                    0.5000

LOAN                   0000022010094
LAST_NAME              MCGLONE
ADDRESS                586 MEADOW ROAD
CITY                   KINGS PARK
STATE                  NY
ZIP                    117540000
  MORT                  $  59,000.00 
  BAL                   $        59,000.00 
  RATE                     9.350 
  PAI                   $         544.20 
  CLTV                  72.595 
MATURITY               180528
FEE                    0.5000

LOAN                   0000022010110
LAST_NAME              COOK
ADDRESS                24 INDIAN TRAIL
CITY                   DUXBURY
STATE                  MA
ZIP                    023320000
  MORT                  $102,500.00 
  BAL                   $      102,431.92 
  RATE                     8.050 
  PAI                   $         755.68 
  CLTV                  43.432 
MATURITY               280330
FEE                    0.5000

LOAN                   0000022010243
LAST_NAME              LABORIO
ADDRESS                15 PADDOCK DRIVE
CITY                   CRANSTON
STATE                  RI
ZIP                    029210000
  MORT                  $179,313.00 
  BAL                   $      179,137.75 
  RATE                     9.550 
  PAI                   $      1,514.31 
  CLTV                  79.999 
MATURITY               280306
FEE                    0.5000

LOAN                   0000022010250
LAST_NAME              LUCAS
ADDRESS                1504 LANTERN PLACE
CITY                   DURHAM
STATE                  NC
ZIP                    277040000
  MORT                  $  75,780.00 
  BAL                   $        75,722.69 
  RATE                   10.750 
  PAI                   $         707.39 
  CLTV                  90.000 
MATURITY               280323
FEE                    0.5000

LOAN                   0000022010284
LAST_NAME              COCHRANE
ADDRESS                270 E CASSELL AVENUE
CITY                   BARBERTON
STATE                  OH
ZIP                    442030000
  MORT                  $  44,000.00 
  BAL                   $        43,974.68 
  RATE                     8.750 
  PAI                   $         346.15 
  CLTV                  80.000 
MATURITY               280330
FEE                    0.5000

LOAN                   0000022010375
LAST_NAME              SHONE
ADDRESS                153 ERIAL ROAD
CITY                   CLEMENTON
STATE                  NJ
ZIP                    080210000
  MORT                  $  52,800.00 
  BAL                   $        52,443.24 
  RATE                     8.250 
  PAI                   $         470.00 
  CLTV                  77.647 
MATURITY               160316
FEE                    0.5000

LOAN                   0000022010391
LAST_NAME              HOWELL
ADDRESS                 112-01 204TH STREET
CITY                   ST. ALBANS
STATE                  NY
ZIP                    114120000
  MORT                  $  27,000.00 
  BAL                   $        27,000.00 
  RATE                   10.250 
  PAI                   $         360.56 
  CLTV                  84.962 
MATURITY               80526
FEE                    0.5000

LOAN                   0000022010490
LAST_NAME              SANDERS
ADDRESS                108 BERKSHIRE CIRCLE
CITY                   JACKSONVILL
STATE                  AR
ZIP                    720760000
  MORT                  $  38,000.00 
  BAL                   $        37,770.74 
  RATE                     7.550 
  PAI                   $         353.35 
  CLTV                  40.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022010516
LAST_NAME              WALSH
ADDRESS                101 OAK STREET
CITY                   HALIFAX
STATE                  MA
ZIP                    023380000
  MORT                  $  95,000.00 
  BAL                   $        95,000.00 
  RATE                     9.700 
  PAI                   $      1,003.52 
  CLTV                  65.972 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022010722
LAST_NAME              TORTAJADA
ADDRESS                81 KINGSLEY ROAD
CITY                   SOUTH BRUNS
STATE                  NJ
ZIP                    088240000
  MORT                  $  60,000.00 
  BAL                   $        59,328.35 
  RATE                     9.850 
  PAI                   $         787.93 
  CLTV                  46.875 
MATURITY               80317
FEE                    0.5000

LOAN                   0000022010748
LAST_NAME              KINGSBURY
ADDRESS                225 SOUTHSIDE AVENUE
CITY                   WEBSTER GRO
STATE                  MO
ZIP                    631190000
  MORT                  $112,000.00 
  BAL                   $      111,876.92 
  RATE                     8.990 
  PAI                   $         900.38 
  CLTV                  79.432 
MATURITY               280301
FEE                    0.5000

LOAN                   0000022010797
LAST_NAME              WHITE
ADDRESS                8678 S 3780 WEST
CITY                   WEST JORDAN
STATE                  UT
ZIP                    840880000
  MORT                  $  85,600.00 
  BAL                   $        85,458.39 
  RATE                     8.990 
  PAI                   $         688.14 
  CLTV                  80.000 
MATURITY               280105
FEE                    0.5000


                          Page 23
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022010813
LAST_NAME              KEY
ADDRESS                1507 BRYAN ST
CITY                   KISSIMMEE
STATE                  FL
ZIP                    347410000
  MORT                  $  63,750.00 
  BAL                   $        62,068.76 
  RATE                     8.900 
  PAI                   $         804.11 
  CLTV                  85.000 
MATURITY               71217
FEE                    0.5000

LOAN                   0000022010821
LAST_NAME              MCMILLAN
ADDRESS                14090 E 54TH AVENUE
CITY                   DENVER
STATE                  CO
ZIP                    802390000
  MORT                  $  80,000.00 
  BAL                   $        79,804.08 
  RATE                     8.500 
  PAI                   $         615.13 
  CLTV                  78.431 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022010938
LAST_NAME              FELLER
ADDRESS                10847 N 53RD WAY
CITY                   SCOTTSDALE
STATE                  AZ
ZIP                    852540000
  MORT                  $  25,000.00 
  BAL                   $        25,000.00 
  RATE                   10.200 
  PAI                   $         271.72 
  CLTV                  81.157 
MATURITY               130526
FEE                    0.5000

LOAN                   0000022010946
LAST_NAME              BRENNAN
ADDRESS                3700 WYNTERSET DRIVE
CITY                   LITHONIA
STATE                  GA
ZIP                    300580000
  MORT                  $  39,000.00 
  BAL                   $        39,000.00 
  RATE                     9.450 
  PAI                   $         503.59 
  CLTV                  56.952 
MATURITY               80518
FEE                    0.5000

LOAN                   0000022010979
LAST_NAME              EASON
ADDRESS                41911 STATE HIGHWAY 59
CITY                   BAY MINNETT
STATE                  AL
ZIP                    365070000
  MORT                  $  97,750.00 
  BAL                   $        97,714.77 
  RATE                   10.950 
  PAI                   $         927.20 
  CLTV                  85.000 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022010995
LAST_NAME              BURROLA
ADDRESS                1658 WEST 252ND STREET
CITY                   HARBOR CITY
STATE                  CA
ZIP                    907100000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                     9.500 
  PAI                   $         469.91 
  CLTV                  78.242 
MATURITY               130526
FEE                    0.5000

LOAN                   0000022011050
LAST_NAME              CLARK
ADDRESS                116 WOODBINE AVENUE
CITY                   SYRACUSE
STATE                  NY
ZIP                    132060000
  MORT                  $  58,800.00 
  BAL                   $        58,800.00 
  RATE                     9.750 
  PAI                   $         505.18 
  CLTV                  70.000 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022011209
LAST_NAME              MARINO
ADDRESS                7 LLOYD DRIVE
CITY                   BRENTWOOD
STATE                  NY
ZIP                    117170000
  MORT                  $126,400.00 
  BAL                   $      126,363.76 
  RATE                   11.990 
  PAI                   $      1,299.19 
  CLTV                  80.000 
MATURITY               280206
FEE                    0.5000

LOAN                   0000022011381
LAST_NAME              WILLEY
ADDRESS                2204 LAKE ROAD
CITY                   ONTARIO
STATE                  NY
ZIP                    145190000
  MORT                  $  76,000.00 
  BAL                   $        76,000.00 
  RATE                     9.200 
  PAI                   $         779.92 
  CLTV                  84.444 
MATURITY               130528
FEE                    0.5000

LOAN                   0000022011423
LAST_NAME              HARRIS
ADDRESS                15775 OAKFIELD
CITY                   DETROIT
STATE                  MI
ZIP                    482270000
  MORT                  $  80,100.00 
  BAL                   $        80,062.65 
  RATE                     9.800 
  PAI                   $         691.13 
  CLTV                  90.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022011563
LAST_NAME              SALMON
ADDRESS                436 15TH TERRACE N.W.
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352150000
  MORT                  $  62,475.00 
  BAL                   $        62,250.40 
  RATE                   10.790 
  PAI                   $         635.95 
  CLTV                  85.000 
MATURITY               180221
FEE                    0.5000

LOAN                   0000022011571
LAST_NAME              MCCRAW
ADDRESS                91 GUY DRIVE
CITY                   LINCOLN
STATE                  AL
ZIP                    350960000
  MORT                  $  14,555.00 
  BAL                   $        14,369.09 
  RATE                   11.640 
  PAI                   $         233.69 
  CLTV                  80.000 
MATURITY               60221
FEE                    0.5000

LOAN                   0000022011647
LAST_NAME              LASTER
ADDRESS                540 GAMMAGE ROAD
CITY                   EUFAULA
STATE                  AL
ZIP                    360270000
  MORT                  $  34,400.00 
  BAL                   $        34,095.38 
  RATE                   10.150 
  PAI                   $         372.83 
  CLTV                  80.000 
MATURITY               130225
FEE                    0.5000

LOAN                   0000022011712
LAST_NAME              MARSH
ADDRESS                2556 REAV TEL COURT
CITY                   ST.LOUIS
STATE                  MO
ZIP                    631250000
  MORT                  $  61,000.00 
  BAL                   $        60,366.82 
  RATE                     8.990 
  PAI                   $         772.40 
  CLTV                  63.541 
MATURITY               80301
FEE                    0.5000

LOAN                   0000022011936
LAST_NAME              LADAGE
ADDRESS                1215 MIREMONT DRIVE
CITY                   BALLWIN
STATE                  MO
ZIP                    630110000
  MORT                  $  68,000.00 
  BAL                   $        67,936.82 
  RATE                     9.790 
  PAI                   $         586.23 
  CLTV                  51.127 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022011944
LAST_NAME              RICHARDS
ADDRESS                3888 VINEYARD DRIVE
CITY                   REDWOOD CIT
STATE                  CA
ZIP                    940610000
  MORT                  $  60,000.00 
  BAL                   $        60,000.00 
  RATE                     9.550 
  PAI                   $         561.24 
  CLTV                  74.899 
MATURITY               180518
FEE                    0.5000

LOAN                   0000022011951
LAST_NAME              COX
ADDRESS                9613 PLANTERSVILLE ROAD
CITY                   GEORGETOWN
STATE                  SC
ZIP                    294400000
  MORT                  $  59,400.00 
  BAL                   $        59,336.82 
  RATE                     9.250 
  PAI                   $         488.67 
  CLTV                  90.000 
MATURITY               280318
FEE                    0.5000

LOAN                   0000022012009
LAST_NAME              CATUOGNO
ADDRESS                743 RATHBUN AVENUE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103120000
  MORT                  $137,000.00 
  BAL                   $      136,915.28 
  RATE                     8.400 
  PAI                   $      1,043.72 
  CLTV                  42.812 
MATURITY               280421
FEE                    0.5000

LOAN                   0000022012033
LAST_NAME              BECKWITH
ADDRESS                7605 COPPERMINE LANE
CITY                   RALEIGH
STATE                  NC
ZIP                    276150000
  MORT                  $  95,200.00 
  BAL                   $        94,910.50 
  RATE                     8.550 
  PAI                   $         735.38 
  CLTV                  80.000 
MATURITY               271209
FEE                    0.5000

LOAN                   0000022012066
LAST_NAME              LITTLETON
ADDRESS                3414 W BEAUMONT STREET
CITY                   WEST TAMPA
STATE                  FL
ZIP                    336110000
  MORT                  $  96,050.00 
  BAL                   $        95,804.94 
  RATE                     9.400 
  PAI                   $         800.64 
  CLTV                  85.000 
MATURITY               271222
FEE                    0.5000

LOAN                   0000022012157
LAST_NAME              HABIB
ADDRESS                90 DARROW STREET
CITY                   QUINCY
STATE                  MA
ZIP                    021690000
  MORT                  $  65,000.00 
  BAL                   $        64,817.09 
  RATE                     8.300 
  PAI                   $         632.49 
  CLTV                  53.278 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022012215
LAST_NAME              RICKARD
ADDRESS                213 E 4TH STREET
CITY                   ALEXANDRIA
STATE                  IN
ZIP                    460010000
  MORT                  $  36,000.00 
  BAL                   $        35,793.06 
  RATE                     8.100 
  PAI                   $         346.12 
  CLTV                  80.000 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022012256
LAST_NAME              NEWBY
ADDRESS                5636 SHARON TERRACE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322070000
  MORT                  $  44,000.00 
  BAL                   $        43,726.72 
  RATE                     8.800 
  PAI                   $         390.24 
  CLTV                  78.571 
MATURITY               171224
FEE                    0.5000

LOAN                   0000022012280
LAST_NAME              MANRING
ADDRESS                46 W MAIN STREET
CITY                   SHAWNEE
STATE                  OH
ZIP                    437820000
  MORT                  $  35,200.00 
  BAL                   $        34,957.54 
  RATE                     8.800 
  PAI                   $         312.19 
  CLTV                  80.000 
MATURITY               171224
FEE                    0.5000

LOAN                   0000022012298
LAST_NAME              KIMBERLING
ADDRESS                7538 S. COUNTY LINE ROAD
CITY                   HOBART
STATE                  IN
ZIP                    463420000
  MORT                  $  25,000.00 
  BAL                   $        24,870.81 
  RATE                     9.000 
  PAI                   $         316.69 
  CLTV                  31.250 
MATURITY               80330
FEE                    0.5000

LOAN                   0000022012314
LAST_NAME              SQUAIR
ADDRESS                6160 OLIVE STREET
CITY                   COMMERCE CI
STATE                  CO
ZIP                    800220000
  MORT                  $  88,000.00 
  BAL                   $        87,805.18 
  RATE                     8.990 
  PAI                   $         707.43 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022012322
LAST_NAME              OBENG
ADDRESS                1712 TIMBER LANE
CITY                   BELLEVUE
STATE                  NE
ZIP                    680050000
  MORT                  $207,000.00 
  BAL                   $      206,913.20 
  RATE                   10.250 
  PAI                   $      1,854.93 
  CLTV                  90.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022012330
LAST_NAME              JONES
ADDRESS                1403 S EAST 1ST AVE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326410000
  MORT                  $  37,000.00 
  BAL                   $        36,870.11 
  RATE                     8.750 
  PAI                   $         291.08 
  CLTV                  78.723 
MATURITY               271212
FEE                    0.5000

LOAN                   0000022012355
LAST_NAME              BRICHANT
ADDRESS                5872 WHITEGATE COURT
CITY                   MILFORD
STATE                  OH
ZIP                    451500000
  MORT                  $152,000.00 
  BAL                   $      151,743.77 
  RATE                     8.900 
  PAI                   $      1,212.11 
  CLTV                  80.000 
MATURITY               130214
FEE                    0.5000

LOAN                   0000022012488
LAST_NAME              ABRAHAM
ADDRESS                413 HOMESTEAD DRIVE
CITY                   UTICA
STATE                  NY
ZIP                    135020000
  MORT                  $  51,200.00 
  BAL                   $        51,200.00 
  RATE                     8.650 
  PAI                   $         399.14 
  CLTV                  80.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022012504
LAST_NAME              BREEDING
ADDRESS                511 JOSHUA DRIVE
CITY                   CRESTWOOD
STATE                  MO
ZIP                    631260000
  MORT                  $  94,350.00 
  BAL                   $        94,225.99 
  RATE                     9.390 
  PAI                   $         785.79 
  CLTV                  85.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022012553
LAST_NAME              JACKSON
ADDRESS                7829 PIPET AVE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322190000
  MORT                  $  38,400.00 
  BAL                   $        38,400.00 
  RATE                     9.200 
  PAI                   $         314.52 
  CLTV                  80.000 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022012561
LAST_NAME              BOLGER
ADDRESS                3309 W 126TH STREET
CITY                   CLEVELAND
STATE                  OH
ZIP                    441110000
  MORT                  $  64,800.00 
  BAL                   $        64,758.67 
  RATE                     8.250 
  PAI                   $         486.83 
  CLTV                  80.000 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022012587
LAST_NAME              COPELAND
ADDRESS                4615 MYERS PARK DRIVE
CITY                   DURHAM
STATE                  NC
ZIP                    277050000
  MORT                  $  36,600.00 
  BAL                   $        36,600.00 
  RATE                   10.200 
  PAI                   $         487.74 
  CLTV                  84.967 
MATURITY               80512
FEE                    0.5000

LOAN                   0000022012603
LAST_NAME              JOHNSON
ADDRESS                446 LINDBERGH DRIVE
CITY                   LEXINGTON
STATE                  KY
ZIP                    405080000
  MORT                  $  30,913.00 
  BAL                   $        30,650.19 
  RATE                     9.650 
  PAI                   $         263.32 
  CLTV                  84.693 
MATURITY               271224
FEE                    0.5000

LOAN                   0000022012629
LAST_NAME              JORDAN
ADDRESS                411 30TH STREET SOUTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337120000
  MORT                  $  45,000.00 
  BAL                   $        44,908.80 
  RATE                   10.490 
  PAI                   $         411.30 
  CLTV                  86.538 
MATURITY               271217
FEE                    0.5000

LOAN                   0000022012645
LAST_NAME              FRAZIER
ADDRESS                1307 ALABAMA STREET
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323040000
  MORT                  $  42,400.00 
  BAL                   $        42,001.61 
  RATE                     8.550 
  PAI                   $         327.52 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022012652
LAST_NAME              EBERT
ADDRESS                2414 SUNDANCE DRIVE
CITY                   O'FALLON
STATE                  MO
ZIP                    633660000
  MORT                  $  95,625.00 
  BAL                   $        95,554.06 
  RATE                   10.850 
  PAI                   $         899.84 
  CLTV                  85.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022012660
LAST_NAME              SIMONDS
ADDRESS                60 SHADY LANE
CITY                   BRYSON CITY
STATE                  NC
ZIP                    287130000
  MORT                  $  38,000.00 
  BAL                   $        37,501.02 
  RATE                     9.240 
  PAI                   $         390.87 
  CLTV                  76.767 
MATURITY               121212
FEE                    0.5000

LOAN                   0000022012736
LAST_NAME              ARNETT
ADDRESS                520 NORTH ROAD
CITY                   SUDBURY
STATE                  MA
ZIP                    017760000
  MORT                  $204,000.00 
  BAL                   $      203,890.87 
  RATE                     9.100 
  PAI                   $      1,656.13 
  CLTV                  85.000 
MATURITY               280427
FEE                    0.5000

LOAN                   0000022012918
LAST_NAME              CORNELIUS
ADDRESS                14 PINE WOOD LANE
CITY                   WESTFIELD
STATE                  MA
ZIP                    010850000
  MORT                  $  64,500.00 
  BAL                   $        64,462.11 
  RATE                     8.650 
  PAI                   $         502.83 
  CLTV                  61.428 
MATURITY               280413
FEE                    0.5000


                          Page 24
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022012959
LAST_NAME              BELL
ADDRESS                4169 WESTGATE PARKWAY
CITY                   DOTHAN
STATE                  AL
ZIP                    363030000
  MORT                  $  60,000.00 
  BAL                   $        59,800.94 
  RATE                   11.400 
  PAI                   $         635.73 
  CLTV                  75.000 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022012975
LAST_NAME              RUSSELL
ADDRESS                348 COMMERCIAL STREET
CITY                   WEYMOUTH
STATE                  MA
ZIP                    021880000
  MORT                  $  84,000.00 
  BAL                   $        83,854.24 
  RATE                     7.850 
  PAI                   $         694.79 
  CLTV                  57.931 
MATURITY               180406
FEE                    0.5000

LOAN                   0000022013049
LAST_NAME              GENTRY
ADDRESS                15410 TRACEY
CITY                   DETROIT
STATE                  MI
ZIP                    482270000
  MORT                  $  51,300.00 
  BAL                   $        51,172.19 
  RATE                     9.650 
  PAI                   $         540.35 
  CLTV                  90.000 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022013122
LAST_NAME              LEE
ADDRESS                5909 BLAND AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212150000
  MORT                  $  85,500.00 
  BAL                   $        85,463.37 
  RATE                   10.150 
  PAI                   $         759.82 
  CLTV                  90.000 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022013205
LAST_NAME              MURPHY
ADDRESS                1237 JOHN STREET
CITY                   EVANSVILLE
STATE                  IN
ZIP                    477140000
  MORT                  $  25,925.00 
  BAL                   $        25,909.13 
  RATE                     8.450 
  PAI                   $         198.43 
  CLTV                  85.000 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022013262
LAST_NAME              MCDOWELL
ADDRESS                60 POPLAR STREET
CITY                   CANTON
STATE                  NC
ZIP                    287160000
  MORT                  $  20,000.00 
  BAL                   $        20,000.00 
  RATE                     9.450 
  PAI                   $         419.55 
  CLTV                  65.990 
MATURITY               30526
FEE                    0.5000

LOAN                   0000022013270
LAST_NAME              BOUGHNER
ADDRESS                2907 EATON PLACE
CITY                   FLINT
STATE                  MI
ZIP                    485060000
  MORT                  $  47,200.00 
  BAL                   $        47,171.69 
  RATE                     8.550 
  PAI                   $         364.61 
  CLTV                  80.000 
MATURITY               130410
FEE                    0.5000

LOAN                   0000022013346
LAST_NAME              SUCHOSKI
ADDRESS                416 GLADSTONE RD
CITY                   LANGHORNE
STATE                  PA
ZIP                    190470000
  MORT                  $  84,500.00 
  BAL                   $        84,267.48 
  RATE                     8.550 
  PAI                   $         834.58 
  CLTV                  38.409 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022013536
LAST_NAME              FARRINGTON
ADDRESS                 176-11 129TH AVENUE
CITY                   SPRINGFIELD
STATE                  NY
ZIP                    114340000
  MORT                  $  40,000.00 
  BAL                   $        40,000.00 
  RATE                     8.250 
  PAI                   $         340.83 
  CLTV                  30.769 
MATURITY               180512
FEE                    0.5000

LOAN                   0000022013593
LAST_NAME              MARTINEZ
ADDRESS                2541 CHIMAYO DRIVE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809110000
  MORT                  $  46,000.00 
  BAL                   $        45,444.95 
  RATE                     8.250 
  PAI                   $         446.26 
  CLTV                  48.421 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022013627
LAST_NAME              SIMS
ADDRESS                5041 FREDERICKSBURG AVENU
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322080000
  MORT                  $  30,400.00 
  BAL                   $        30,274.94 
  RATE                     9.750 
  PAI                   $         288.35 
  CLTV                  52.413 
MATURITY               180225
FEE                    0.5000

LOAN                   0000022013650
LAST_NAME              HANKINSON
ADDRESS                5943 OLD TIMUQUANA ROAD
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322100000
  MORT                  $  25,000.00 
  BAL                   $        24,800.13 
  RATE                     8.990 
  PAI                   $         253.42 
  CLTV                  40.983 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022013676
LAST_NAME              NUNNO
ADDRESS                2655 W. KEYS LANE
CITY                   ANAHEIM
STATE                  CA
ZIP                    928040000
  MORT                  $190,800.00 
  BAL                   $      190,669.21 
  RATE                     9.500 
  PAI                   $      1,604.36 
  CLTV                  90.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022013684
LAST_NAME              DYSON
ADDRESS                83 DORRIS AVENUE
CITY                   BUFFALO
STATE                  NY
ZIP                    142150000
  MORT                  $  22,450.00 
  BAL                   $        22,154.12 
  RATE                   11.990 
  PAI                   $         321.96 
  CLTV                  79.714 
MATURITY               80223
FEE                    0.5000

LOAN                   0000022013692
LAST_NAME              BRUNSON
ADDRESS                2339 W 8TH STREET
CITY                   ANDERSON
STATE                  IN
ZIP                    460160000
  MORT                  $  31,400.00 
  BAL                   $        31,143.80 
  RATE                     8.990 
  PAI                   $         318.29 
  CLTV                  76.585 
MATURITY               130218
FEE                    0.5000

LOAN                   0000022013718
LAST_NAME              YOUNG
ADDRESS                83 PROSPECT STREET
CITY                   BABYLON
STATE                  NY
ZIP                    117020000
  MORT                  $  70,500.00 
  BAL                   $        70,200.57 
  RATE                     9.500 
  PAI                   $         657.15 
  CLTV                  46.078 
MATURITY               180217
FEE                    0.5000

LOAN                   0000022013742
LAST_NAME              LEGG,
ADDRESS                4406 BUCYRUS AVENUE
CITY                   CLEVELAND
STATE                  OH
ZIP                    441090000
  MORT                  $  65,000.00 
  BAL                   $        64,963.74 
  RATE                     8.900 
  PAI                   $         518.34 
  CLTV                  67.708 
MATURITY               280416
FEE                    0.5000

LOAN                   0000022013767
LAST_NAME              MODICA
ADDRESS                17 LORNA LANE
CITY                   MONSEY
STATE                  NY
ZIP                    109520000
  MORT                  $  23,700.00 
  BAL                   $        23,477.51 
  RATE                     8.250 
  PAI                   $         229.92 
  CLTV                  11.850 
MATURITY               130217
FEE                    0.5000

LOAN                   0000022013791
LAST_NAME              THOMAS
ADDRESS                422 NEW YORK AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112250000
  MORT                  $196,000.00 
  BAL                   $      194,690.51 
  RATE                     8.250 
  PAI                   $      1,901.48 
  CLTV                  80.000 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022013858
LAST_NAME              RODRIGUEZ
ADDRESS                3757 E HOPI AVENUE
CITY                   MESA
STATE                  AZ
ZIP                    852060000
  MORT                  $  10,500.00 
  BAL                   $        10,500.00 
  RATE                     9.550 
  PAI                   $         109.97 
  CLTV                  69.921 
MATURITY               130518
FEE                    0.5000

LOAN                   0000022013890
LAST_NAME              CARUCCI
ADDRESS                7 WILSON POND ROAD
CITY                   HARWINTON
STATE                  CT
ZIP                    067910000
  MORT                  $149,000.00 
  BAL                   $      148,843.79 
  RATE                     9.600 
  PAI                   $      1,263.76 
  CLTV                  74.874 
MATURITY               280311
FEE                    0.5000

LOAN                   0000022013908
LAST_NAME              SUMRALL
ADDRESS                4149 SHELTON
CITY                   PEARL
STATE                  MS
ZIP                    392080000
  MORT                  $  48,400.00 
  BAL                   $        48,013.05 
  RATE                     8.990 
  PAI                   $         490.62 
  CLTV                  80.000 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022013924
LAST_NAME              ALLAN
ADDRESS                1529 DIAL COURT
CITY                   SPRINGFIELD
STATE                  IL
ZIP                    627040000
  MORT                  $  56,200.00 
  BAL                   $        55,629.25 
  RATE                     8.500 
  PAI                   $         553.42 
  CLTV                  64.597 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022013932
LAST_NAME              THOMPSON
ADDRESS                3540 SOUTH BELMONT ROAD
CITY                   RICHMOND
STATE                  VA
ZIP                    232340000
  MORT                  $  37,950.00 
  BAL                   $        37,685.39 
  RATE                   10.500 
  PAI                   $         419.50 
  CLTV                  65.234 
MATURITY               130217
FEE                    0.5000

LOAN                   0000022013940
LAST_NAME              JOPP
ADDRESS                1141 PARADISE DRIVE
CITY                   LADY LAKE
STATE                  FL
ZIP                    321590000
  MORT                  $  69,400.00 
  BAL                   $        69,065.58 
  RATE                     8.500 
  PAI                   $         602.27 
  CLTV                  77.111 
MATURITY               180218
FEE                    0.5000

LOAN                   0000022013957
LAST_NAME              ZASTROW
ADDRESS                39 MILL STREET
CITY                   LOCKPORT
STATE                  NY
ZIP                    140940000
  MORT                  $  25,000.00 
  BAL                   $        24,900.28 
  RATE                     9.990 
  PAI                   $         241.09 
  CLTV                  60.975 
MATURITY               180219
FEE                    0.5000

LOAN                   0000022013981
LAST_NAME              CERDA
ADDRESS                408 N WALNUT STREET
CITY                   FOUNTAIN
STATE                  CO
ZIP                    808170000
  MORT                  $  37,500.00 
  BAL                   $        36,913.95 
  RATE                     8.990 
  PAI                   $         474.83 
  CLTV                  55.970 
MATURITY               80217
FEE                    0.5000

LOAN                   0000022013999
LAST_NAME              JEWELL
ADDRESS                99 RIVERVIEW DRIVE
CITY                   FISHKILL
STATE                  NY
ZIP                    125240000
  MORT                  $  36,500.00 
  BAL                   $        36,172.38 
  RATE                     9.990 
  PAI                   $         351.99 
  CLTV                  78.254 
MATURITY               180223
FEE                    0.5000

LOAN                   0000022014021
LAST_NAME              BRINSON
ADDRESS                4764 WEST OLD SAVANNAH RO
CITY                   MILLEN
STATE                  GA
ZIP                    304420000
  MORT                  $  15,000.00 
  BAL                   $        15,000.00 
  RATE                     9.450 
  PAI                   $         156.19 
  CLTV                  70.910 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022014047
LAST_NAME              TURBUSH
ADDRESS                 MAIN ROAD
CITY                   AQUEBOGUE
STATE                  NY
ZIP                    119310000
  MORT                  $  85,000.00 
  BAL                   $        84,614.85 
  RATE                     8.990 
  PAI                   $         764.22 
  CLTV                  78.703 
MATURITY               180217
FEE                    0.5000

LOAN                   0000022014062
LAST_NAME              FAZZIO
ADDRESS                57-40 64TH STREET
CITY                   MASPETH
STATE                  NY
ZIP                    113780000
  MORT                  $157,300.00 
  BAL                   $      156,565.37 
  RATE                     8.750 
  PAI                   $      1,390.08 
  CLTV                  78.650 
MATURITY               180224
FEE                    0.5000

LOAN                   0000022014088
LAST_NAME              KYLE
ADDRESS                111 EAST HUME AVENUE
CITY                   ALEXANDRIA
STATE                  VA
ZIP                    223010000
  MORT                  $  87,900.00 
  BAL                   $        87,366.92 
  RATE                     8.990 
  PAI                   $         790.30 
  CLTV                  70.320 
MATURITY               180224
FEE                    0.5000

LOAN                   0000022014104
LAST_NAME              MCCLOSKEY
ADDRESS                5140 E COUNTRY CLUB ROAD
CITY                   L0GANSPORT
STATE                  IN
ZIP                    469470000
  MORT                  $  44,000.00 
  BAL                   $        43,624.35 
  RATE                     8.250 
  PAI                   $         426.86 
  CLTV                  72.131 
MATURITY               130211
FEE                    0.5000

LOAN                   0000022014112
LAST_NAME              PAYNE
ADDRESS                3900 WEST 800 SOUTH
CITY                   SOUTH WHITL
STATE                  IN
ZIP                    467870000
  MORT                  $  39,500.00 
  BAL                   $        39,342.45 
  RATE                     9.990 
  PAI                   $         380.92 
  CLTV                  54.109 
MATURITY               180218
FEE                    0.5000

LOAN                   0000022014138
LAST_NAME              PARMETER
ADDRESS                223 HAMMON STREET
CITY                   LOGANSPORT
STATE                  IN
ZIP                    469470000
  MORT                  $  28,500.00 
  BAL                   $        28,262.00 
  RATE                     8.500 
  PAI                   $         280.65 
  CLTV                  60.638 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022014203
LAST_NAME              CIESZYNSKI
ADDRESS                135 ROLAND STREET
CITY                   CHEEKTOWAGA
STATE                  NY
ZIP                    142120000
  MORT                  $  57,800.00 
  BAL                   $        57,586.04 
  RATE                   10.990 
  PAI                   $         596.21 
  CLTV                  85.000 
MATURITY               180225
FEE                    0.5000

LOAN                   0000022014211
LAST_NAME              FICK
ADDRESS                19 SPRING MEADOW DRIVE
CITY                   KINGS PARK
STATE                  NY
ZIP                    117540000
  MORT                  $  50,300.00 
  BAL                   $        50,123.83 
  RATE                   10.990 
  PAI                   $         518.85 
  CLTV                  79.756 
MATURITY               180219
FEE                    0.5000

LOAN                   0000022014237
LAST_NAME              HAMMOND
ADDRESS                3412 S 3600 WEST
CITY                   WEST VALLEY
STATE                  UT
ZIP                    841190000
  MORT                  $  81,150.00 
  BAL                   $        80,736.55 
  RATE                   10.990 
  PAI                   $         837.07 
  CLTV                  83.659 
MATURITY               180219
FEE                    0.5000

LOAN                   0000022014245
LAST_NAME              KOEHLER
ADDRESS                251 SOUTH BROADWAY
CITY                   LINDENHURST
STATE                  NY
ZIP                    117570000
  MORT                  $111,750.00 
  BAL                   $      111,007.96 
  RATE                     8.750 
  PAI                   $         879.14 
  CLTV                  74.500 
MATURITY               280219
FEE                    0.5000

LOAN                   0000022014260
LAST_NAME              BARFIELD
ADDRESS                44 ALLEN STREET
CITY                   IRVINGTON
STATE                  NJ
ZIP                    071110000
  MORT                  $  39,000.00 
  BAL                   $        37,507.47 
  RATE                   10.990 
  PAI                   $         537.00 
  CLTV                  85.000 
MATURITY               80223
FEE                    0.5000

LOAN                   0000022014302
LAST_NAME              TESSMAN
ADDRESS                1080 KEWADIN ROAD
CITY                   WATERFORD
STATE                  MI
ZIP                    483270000
  MORT                  $  45,000.00 
  BAL                   $        44,370.46 
  RATE                     8.350 
  PAI                   $         439.19 
  CLTV                  36.000 
MATURITY               130413
FEE                    0.5000


                          Page 25
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022014310
LAST_NAME              LAMASTRA
ADDRESS                76 PRINCETON BOULEVARD
CITY                   TONAWANDA
STATE                  NY
ZIP                    142170000
  MORT                  $  77,600.00 
  BAL                   $        77,404.89 
  RATE                     9.990 
  PAI                   $         680.43 
  CLTV                  84.808 
MATURITY               280225
FEE                    0.5000

LOAN                   0000022014336
LAST_NAME              CASSICK
ADDRESS                4032 LEMON AVENUE SE
CITY                   HIGHLAND CI
STATE                  FL
ZIP                    338460000
  MORT                  $  25,400.00 
  BAL                   $        24,350.14 
  RATE                     8.990 
  PAI                   $         321.62 
  CLTV                  52.916 
MATURITY               80220
FEE                    0.5000

LOAN                   0000022014351
LAST_NAME              MAGNUSON
ADDRESS                22414 ARCADIA STREET
CITY                   SAINT CLAIR
STATE                  MI
ZIP                    480820000
  MORT                  $  14,700.00 
  BAL                   $        13,385.29 
  RATE                     9.650 
  PAI                   $         154.84 
  CLTV                  62.002 
MATURITY               130224
FEE                    0.5000

LOAN                   0000022014377
LAST_NAME              BERRY
ADDRESS                6340 W 61ST AVENUE
CITY                   ARVADA
STATE                  CO
ZIP                    800030000
  MORT                  $  90,000.00 
  BAL                   $        89,489.49 
  RATE                     8.250 
  PAI                   $         873.13 
  CLTV                  73.170 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022014385
LAST_NAME              DIAMOND
ADDRESS                3822 MORELAND CIRCLE
CITY                   WEST JORDAN
STATE                  UT
ZIP                    840840000
  MORT                  $  90,700.00 
  BAL                   $        89,925.63 
  RATE                     8.250 
  PAI                   $         879.92 
  CLTV                  74.958 
MATURITY               130217
FEE                    0.5000

LOAN                   0000022014393
LAST_NAME              LEWIS
ADDRESS                214 NORTH CHARLES STREET
CITY                   MISHAWAKA
STATE                  IN
ZIP                    465440000
  MORT                  $  37,500.00 
  BAL                   $        37,339.82 
  RATE                     9.500 
  PAI                   $         349.55 
  CLTV                  75.000 
MATURITY               180224
FEE                    0.5000

LOAN                   0000022014401
LAST_NAME              JETMORE
ADDRESS                1801 WEST RIGGIN ROAD
CITY                   MUNCIE
STATE                  IN
ZIP                    473040000
  MORT                  $  41,750.00 
  BAL                   $        41,310.78 
  RATE                     8.750 
  PAI                   $         523.24 
  CLTV                  73.245 
MATURITY               80218
FEE                    0.5000

LOAN                   0000022014443
LAST_NAME              STARKS
ADDRESS                1816 RENDALE DRIVE
CITY                   ORLANDO
STATE                  FL
ZIP                    328050000
  MORT                  $  82,800.00 
  BAL                   $        82,651.32 
  RATE                     9.990 
  PAI                   $         726.02 
  CLTV                  90.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022014476
LAST_NAME              WALTON
ADDRESS                34 LINCOLN COURT
CITY                   ROCKVILLE C
STATE                  NY
ZIP                    115700000
  MORT                  $  33,000.00 
  BAL                   $        32,780.07 
  RATE                   10.990 
  PAI                   $         374.87 
  CLTV                  76.685 
MATURITY               130126
FEE                    0.5000

LOAN                   0000022014492
LAST_NAME              VARGAS
ADDRESS                1262 ADEE AVENUE
CITY                   BRONX
STATE                  NY
ZIP                    104690000
  MORT                  $105,800.00 
  BAL                   $      104,916.48 
  RATE                     8.500 
  PAI                   $      1,041.85 
  CLTV                  73.986 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022014526
LAST_NAME              POLICASTRO
ADDRESS                680 PEPPERWOOD AVENUE
CITY                   DELTONA
STATE                  FL
ZIP                    327250000
  MORT                  $  55,250.00 
  BAL                   $        54,843.12 
  RATE                     9.250 
  PAI                   $         506.02 
  CLTV                  83.712 
MATURITY               171215
FEE                    0.5000

LOAN                   0000022014575
LAST_NAME              MOSIER
ADDRESS                12 WEST NORTH STREET
CITY                   INDIANOLA
STATE                  IL
ZIP                    618500000
  MORT                  $  19,900.00 
  BAL                   $        19,483.76 
  RATE                     8.990 
  PAI                   $         251.98 
  CLTV                  64.193 
MATURITY               80202
FEE                    0.5000

LOAN                   0000022014583
LAST_NAME              CORBETT
ADDRESS                1131 SW 7TH AVENUE
CITY                   DEERFIELD B
STATE                  FL
ZIP                    334410000
  MORT                  $  15,000.00 
  BAL                   $        14,924.01 
  RATE                     9.350 
  PAI                   $         192.87 
  CLTV                  77.832 
MATURITY               80401
FEE                    0.5000

LOAN                   0000022014591
LAST_NAME              YEARWOOD
ADDRESS                490 CANOVAN
CITY                   MEDON
STATE                  TN
ZIP                    383560000
  MORT                  $  26,250.00 
  BAL                   $        25,877.23 
  RATE                     9.350 
  PAI                   $         271.74 
  CLTV                  65.625 
MATURITY               130101
FEE                    0.5000

LOAN                   0000022014641
LAST_NAME              KLAICH
ADDRESS                3684 WABASH AVENUE
CITY                   HAMBURG
STATE                  NY
ZIP                    142190000
  MORT                  $  70,200.00 
  BAL                   $        70,022.70 
  RATE                     9.500 
  PAI                   $         733.05 
  CLTV                  90.000 
MATURITY               130415
FEE                    0.5000

LOAN                   0000022014690
LAST_NAME              WILKERSON
ADDRESS                4721 NW 16TH STREET
CITY                   LAUDERHILL
STATE                  FL
ZIP                    333130000
  MORT                  $  28,000.00 
  BAL                   $        28,000.00 
  RATE                   10.950 
  PAI                   $         317.37 
  CLTV                  73.606 
MATURITY               130522
FEE                    0.5000

LOAN                   0000022014716
LAST_NAME              COLEMAN
ADDRESS                408 JEFFERSON STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $106,250.00 
  BAL                   $      106,250.00 
  RATE                     8.450 
  PAI                   $      1,043.18 
  CLTV                  85.000 
MATURITY               130410
FEE                    0.5000

LOAN                   0000022014724
LAST_NAME              JACKSON
ADDRESS                208 BAYOU RIDGE LANE
CITY                   TALLADEGA
STATE                  AL
ZIP                    351600000
  MORT                  $  64,500.00 
  BAL                   $        64,111.78 
  RATE                     9.050 
  PAI                   $         582.40 
  CLTV                  81.645 
MATURITY               180101
FEE                    0.5000

LOAN                   0000022014773
LAST_NAME              WOODARD
ADDRESS                2612 WEGWORTH LANE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212300000
  MORT                  $  45,200.00 
  BAL                   $        44,814.11 
  RATE                     8.250 
  PAI                   $         438.50 
  CLTV                  72.903 
MATURITY               130219
FEE                    0.5000

LOAN                   0000022014831
LAST_NAME              JOHNSON
ADDRESS                360 VIEW RIDGE ROAD
CITY                   ONALASKA
STATE                  WA
ZIP                    985700000
  MORT                  $  65,000.00 
  BAL                   $        64,964.49 
  RATE                     9.000 
  PAI                   $         523.01 
  CLTV                  63.106 
MATURITY               280406
FEE                    0.5000

LOAN                   0000022014849
LAST_NAME              PASCHAL
ADDRESS                2140 NW 94 ST
CITY                   MIAMI
STATE                  FL
ZIP                    331470000
  MORT                  $  34,600.00 
  BAL                   $        34,547.53 
  RATE                     8.900 
  PAI                   $         309.09 
  CLTV                  69.200 
MATURITY               180407
FEE                    0.5000

LOAN                   0000022014930
LAST_NAME              CAPANO
ADDRESS                124 ROLLING MEADOWS
CITY                   MAYFIELD
STATE                  NY
ZIP                    120780000
  MORT                  $  96,600.00 
  BAL                   $        96,501.53 
  RATE                     9.350 
  PAI                   $         801.72 
  CLTV                  79.933 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022014955
LAST_NAME              FRENZEL
ADDRESS                10933 MUGAN DRIVE
CITY                   AFFTON
STATE                  MO
ZIP                    631230000
  MORT                  $112,500.00 
  BAL                   $      112,452.31 
  RATE                   10.200 
  PAI                   $      1,003.94 
  CLTV                  89.285 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022014963
LAST_NAME              PARKER
ADDRESS                1037 SOUTH HAWKINS AVE.
CITY                   AKRON
STATE                  OH
ZIP                    443200000
  MORT                  $  37,800.00 
  BAL                   $        37,695.42 
  RATE                     9.650 
  PAI                   $         356.06 
  CLTV                  87.906 
MATURITY               180324
FEE                    0.5000

LOAN                   0000022015002
LAST_NAME              HOUCHIN
ADDRESS                438 NORTH MAIN STREET
CITY                   POLK
STATE                  OH
ZIP                    448660000
  MORT                  $  60,000.00 
  BAL                   $        59,825.83 
  RATE                     7.950 
  PAI                   $         571.67 
  CLTV                  80.000 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022015028
LAST_NAME              STEWART
ADDRESS                236 INDEPENDENCE BOULEVAR
CITY                   LAWNSIDE
STATE                  NJ
ZIP                    080450000
  MORT                  $  92,500.00 
  BAL                   $        92,135.59 
  RATE                     8.990 
  PAI                   $         865.63 
  CLTV                  75.203 
MATURITY               160324
FEE                    0.5000

LOAN                   0000022015069
LAST_NAME              BANTUM
ADDRESS                813 YORKTOWN ROAD
CITY                   PILESGROVE
STATE                  NJ
ZIP                    080980000
  MORT                  $  41,400.00 
  BAL                   $        41,303.32 
  RATE                     8.600 
  PAI                   $         321.27 
  CLTV                  60.882 
MATURITY               280325
FEE                    0.5000

LOAN                   0000022015101
LAST_NAME              LANNEY
ADDRESS                4 LAKE SHORE DRIVE
CITY                   LEOMINSTER
STATE                  MA
ZIP                    014530000
  MORT                  $  81,400.00 
  BAL                   $        81,169.94 
  RATE                     8.250 
  PAI                   $         789.69 
  CLTV                  65.120 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022015127
LAST_NAME              CAMPBELL
ADDRESS                2103 SOUTH 9TH AVENUE
CITY                   MAYWOOD
STATE                  IL
ZIP                    601530000
  MORT                  $    8,850.00 
  BAL                   $          8,850.00 
  RATE                     9.600 
  PAI                   $           92.95 
  CLTV                  79.890 
MATURITY               130527
FEE                    0.5000

LOAN                   0000022015168
LAST_NAME              WHITEHILL
ADDRESS                4452 S 45TH ST
CITY                   OMAHA
STATE                  NE
ZIP                    681170000
  MORT                  $  69,275.00 
  BAL                   $        69,204.05 
  RATE                   11.750 
  PAI                   $         699.27 
  CLTV                  85.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022015176
LAST_NAME              O'REILLEY
ADDRESS                1 HEATHER DRIVE
CITY                   CALN TOWNSH
STATE                  PA
ZIP                    193720000
  MORT                  $  14,600.00 
  BAL                   $        14,600.00 
  RATE                     9.450 
  PAI                   $         188.53 
  CLTV                  79.953 
MATURITY               80520
FEE                    0.5000

LOAN                   0000022015267
LAST_NAME              GILBERT
ADDRESS                249 MIDWAY ROAD
CITY                   BARNESVILLE
STATE                  GA
ZIP                    302040000
  MORT                  $  84,000.00 
  BAL                   $        84,000.00 
  RATE                   10.950 
  PAI                   $         796.78 
  CLTV                  74.336 
MATURITY               280505
FEE                    0.5000

LOAN                   0000022015283
LAST_NAME              HAZEN
ADDRESS                320 ELMINGTON AVENUE
CITY                   NASHVILLE
STATE                  TN
ZIP                    372030000
  MORT                  $176,000.00 
  BAL                   $      175,912.51 
  RATE                     9.450 
  PAI                   $      1,473.49 
  CLTV                  80.000 
MATURITY               130415
FEE                    0.5000

LOAN                   0000022015309
LAST_NAME              NEAL
ADDRESS                17237 FELIPE ROAD
CITY                   RAMONA
STATE                  CA
ZIP                    920650000
  MORT                  $  27,500.00 
  BAL                   $        27,500.00 
  RATE                     9.500 
  PAI                   $         287.17 
  CLTV                  69.249 
MATURITY               130519
FEE                    0.5000

LOAN                   0000022015325
LAST_NAME              BRUNING
ADDRESS                428 CHEYENNE DRIVE
CITY                   WARETOWN
STATE                  NJ
ZIP                    087580000
  MORT                  $  89,900.00 
  BAL                   $        89,900.00 
  RATE                     9.350 
  PAI                   $         746.11 
  CLTV                  74.979 
MATURITY               280325
FEE                    0.5000

LOAN                   0000022015333
LAST_NAME              CROMEENES
ADDRESS                170 TOWN STREET
CITY                   EAST HADDAM
STATE                  CT
ZIP                    064230000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                     8.250 
  PAI                   $         338.08 
  CLTV                  24.456 
MATURITY               130506
FEE                    0.5000

LOAN                   0000022015366
LAST_NAME              WALL
ADDRESS                716 7TH ST NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $  79,000.00 
  BAL                   $        78,860.71 
  RATE                     8.700 
  PAI                   $         618.67 
  CLTV                  71.818 
MATURITY               130225
FEE                    0.5000

LOAN                   0000022015416
LAST_NAME              FARROW
ADDRESS                1728 L STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $  60,000.00 
  BAL                   $        59,927.78 
  RATE                     8.550 
  PAI                   $         463.48 
  CLTV                  68.965 
MATURITY               280224
FEE                    0.5000

LOAN                   0000022015424
LAST_NAME              CORNELL
ADDRESS                255 E. MONTGOMERY AVENUE
CITY                   HATBORO
STATE                  PA
ZIP                    190400000
  MORT                  $135,000.00 
  BAL                   $      134,936.34 
  RATE                     9.700 
  PAI                   $      1,154.91 
  CLTV                  90.000 
MATURITY               280414
FEE                    0.5000

LOAN                   0000022015457
LAST_NAME              ELDRIDGE
ADDRESS                1720 MICHIGAN AVENUE N.E.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200170000
  MORT                  $100,250.00 
  BAL                   $      100,153.05 
  RATE                     9.600 
  PAI                   $         850.28 
  CLTV                  61.128 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022015499
LAST_NAME              GUNTHER
ADDRESS                1707 ROSEDALE STREET
CITY                   BALTIMORE
STATE                  MD
ZIP                    212160000
  MORT                  $  44,000.00 
  BAL                   $        43,941.12 
  RATE                   10.000 
  PAI                   $         386.13 
  CLTV                  80.000 
MATURITY               130220
FEE                    0.5000


                          Page 26
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022015507
LAST_NAME              FARMER
ADDRESS                6613 OLIVER STREET
CITY                   RIVERDALE
STATE                  MD
ZIP                    207370000
  MORT                  $110,250.00 
  BAL                   $      110,166.62 
  RATE                   10.750 
  PAI                   $      1,029.16 
  CLTV                  90.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022015564
LAST_NAME              HENKEL
ADDRESS                1154 BLUE MOUNTAIN ROAD
CITY                   SAUGERTIES
STATE                  NY
ZIP                    124770000
  MORT                  $  75,000.00 
  BAL                   $        75,000.00 
  RATE                     8.450 
  PAI                   $         648.50 
  CLTV                  77.319 
MATURITY               180512
FEE                    0.5000

LOAN                   0000022015580
LAST_NAME              YOUNG
ADDRESS                1466 SHERIDAN STREET N.W.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $100,000.00 
  BAL                   $        99,852.84 
  RATE                     9.550 
  PAI                   $         844.50 
  CLTV                  71.428 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022015606
LAST_NAME              BREWSTER
ADDRESS                1026 FELLSBRIDGE COURT
CITY                   STONE MOUNT
STATE                  GA
ZIP                    300830000
  MORT                  $102,000.00 
  BAL                   $      101,703.93 
  RATE                     7.950 
  PAI                   $         744.89 
  CLTV                  79.069 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022015622
LAST_NAME              HICKMAN
ADDRESS                7520 E 75TH STREET
CITY                   KANSAS CITY
STATE                  MO
ZIP                    641380000
  MORT                  $  49,000.00 
  BAL                   $        48,733.65 
  RATE                     8.100 
  PAI                   $         597.10 
  CLTV                  73.134 
MATURITY               80410
FEE                    0.5000

LOAN                   0000022015630
LAST_NAME              MINTER
ADDRESS                1209 DUNBAR OAKS DRIVE
CITY                   CAPITOL HEI
STATE                  MD
ZIP                    207430000
  MORT                  $  72,000.00 
  BAL                   $        71,716.86 
  RATE                   10.100 
  PAI                   $         699.59 
  CLTV                  68.571 
MATURITY               180223
FEE                    0.5000

LOAN                   0000022015648
LAST_NAME              TUCKER
ADDRESS                204 RANDOLPH PLACE NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $  88,000.00 
  BAL                   $        87,846.70 
  RATE                     8.750 
  PAI                   $         692.30 
  CLTV                  80.000 
MATURITY               280219
FEE                    0.5000

LOAN                   0000022015705
LAST_NAME              MANAHER
ADDRESS                446 DOVER DRIVE
CITY                   DES PLAINES
STATE                  IL
ZIP                    600180000
  MORT                  $  11,000.00 
  BAL                   $        11,000.00 
  RATE                     9.450 
  PAI                   $         230.76 
  CLTV                  57.753 
MATURITY               30522
FEE                    0.5000

LOAN                   0000022015739
LAST_NAME              MCDOWELL
ADDRESS                619 NEWTON PLACE N.W.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200100000
  MORT                  $  78,200.00 
  BAL                   $        78,050.90 
  RATE                     8.300 
  PAI                   $         590.24 
  CLTV                  85.000 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022015754
LAST_NAME              WEST
ADDRESS                12 WHITE SPRUCE LANE
CITY                   FALLS TOWNS
STATE                  PA
ZIP                    190540000
  MORT                  $  17,500.00 
  BAL                   $        17,500.00 
  RATE                   10.200 
  PAI                   $         233.21 
  CLTV                  82.936 
MATURITY               80511
FEE                    0.5000

LOAN                   0000022015812
LAST_NAME              HUEBNER
ADDRESS                2225 SHAWNEE DR
CITY                   COLORADO SP
STATE                  CO
ZIP                    809150000
  MORT                  $  58,500.00 
  BAL                   $        58,355.58 
  RATE                     9.750 
  PAI                   $         619.73 
  CLTV                  53.181 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022015820
LAST_NAME              ADAMS
ADDRESS                200 MERRILY DR
CITY                   TROY
STATE                  AL
ZIP                    360790000
  MORT                  $  55,573.00 
  BAL                   $        55,425.07 
  RATE                     9.950 
  PAI                   $         534.45 
  CLTV                  74.097 
MATURITY               180304
FEE                    0.5000

LOAN                   0000022015853
LAST_NAME              BRACKINS
ADDRESS                784 THIRD AVE
CITY                   DOTHAN
STATE                  AL
ZIP                    363010000
  MORT                  $  48,575.00 
  BAL                   $        47,817.29 
  RATE                   10.150 
  PAI                   $         473.60 
  CLTV                  78.346 
MATURITY               180302
FEE                    0.5000

LOAN                   0000022015879
LAST_NAME              KING
ADDRESS                403 W. MANLIUS STREET
CITY                   EAST SYRACU
STATE                  NY
ZIP                    130570000
  MORT                  $  45,000.00 
  BAL                   $        44,973.02 
  RATE                     8.550 
  PAI                   $         347.61 
  CLTV                  62.500 
MATURITY               280430
FEE                    0.5000

LOAN                   0000022015895
LAST_NAME              FORD
ADDRESS                1047 THIRD AVENUE
CITY                   DOTHAN
STATE                  AL
ZIP                    363010000
  MORT                  $  44,100.00 
  BAL                   $        44,058.71 
  RATE                   11.650 
  PAI                   $         441.77 
  CLTV                  90.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022015911
LAST_NAME              GRAY
ADDRESS                16905 ELDERBERRY DRIVE
CITY                   MONTEVERDE
STATE                  FL
ZIP                    347560000
  MORT                  $  40,800.00 
  BAL                   $        40,705.12 
  RATE                   10.400 
  PAI                   $         448.48 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022015937
LAST_NAME              WYZYKOWSKI
ADDRESS                948 KILLINGWORTH ROAD
CITY                   HIGGANUM
STATE                  CT
ZIP                    064410000
  MORT                  $153,000.00 
  BAL                   $      152,698.26 
  RATE                     9.990 
  PAI                   $      1,475.47 
  CLTV                  85.000 
MATURITY               180309
FEE                    0.5000

LOAN                   0000022015978
LAST_NAME              GIFFIN
ADDRESS                2108 WESLEY CHAPEL ROAD
CITY                   DECATUR
STATE                  GA
ZIP                    300350000
  MORT                  $  47,850.00 
  BAL                   $        47,318.80 
  RATE                     7.950 
  PAI                   $         455.90 
  CLTV                  65.547 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022015994
LAST_NAME              BOWLES
ADDRESS                813 WILDWOOD AVE
CITY                   MOBILE
STATE                  AL
ZIP                    366090000
  MORT                  $  64,100.00 
  BAL                   $        64,037.95 
  RATE                   11.500 
  PAI                   $         634.78 
  CLTV                  74.104 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022016026
LAST_NAME              NOLAN
ADDRESS                22014112
CITY                   DISTRICT HE
STATE                  MD
ZIP                    207470000
  MORT                  $105,200.00 
  BAL                   $      104,873.66 
  RATE                     8.750 
  PAI                   $         929.66 
  CLTV                  80.000 
MATURITY               180227
FEE                    0.5000

LOAN                   0000022016067
LAST_NAME              HAYWARD
ADDRESS                295 HUMBLE AVENUE
CITY                   CAIRO
STATE                  GA
ZIP                    317280000
  MORT                  $  33,750.00 
  BAL                   $        33,744.58 
  RATE                   11.990 
  PAI                   $         371.39 
  CLTV                  90.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022016117
LAST_NAME              KLEHM
ADDRESS                2547 STEIN STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322160000
  MORT                  $  14,100.00 
  BAL                   $        13,891.67 
  RATE                     9.990 
  PAI                   $         186.25 
  CLTV                  79.583 
MATURITY               80302
FEE                    0.5000

LOAN                   0000022016174
LAST_NAME              BLACKMON
ADDRESS                2100 CEDAR CREST DRIVE
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352140000
  MORT                  $  20,000.00 
  BAL                   $        19,884.30 
  RATE                   12.500 
  PAI                   $         246.50 
  CLTV                  81.387 
MATURITY               130201
FEE                    0.5000

LOAN                   0000022016182
LAST_NAME              EDWARDS
ADDRESS                1515 CRESTLINE ROAD
CITY                   SILVER SPRI
STATE                  MD
ZIP                    209040000
  MORT                  $122,000.00 
  BAL                   $      121,537.78 
  RATE                     8.550 
  PAI                   $         942.41 
  CLTV                  76.250 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022016224
LAST_NAME              PYC
ADDRESS                109 MANN DRIVE
CITY                   SYRACUSE
STATE                  NY
ZIP                    132090000
  MORT                  $  75,000.00 
  BAL                   $        74,791.77 
  RATE                     8.450 
  PAI                   $         736.36 
  CLTV                  60.975 
MATURITY               130421
FEE                    0.5000

LOAN                   0000022016257
LAST_NAME              VIERA
ADDRESS                152 GRAND BOULEVARD
CITY                   DEER PARK
STATE                  NY
ZIP                    117290000
  MORT                  $120,800.00 
  BAL                   $      120,800.00 
  RATE                     8.450 
  PAI                   $      1,044.52 
  CLTV                  80.000 
MATURITY               180520
FEE                    0.5000

LOAN                   0000022016265
LAST_NAME              KUTELLA
ADDRESS                3850 E PULASKI AVENUE
CITY                   CUDAHY
STATE                  WI
ZIP                    531100000
  MORT                  $  70,200.00 
  BAL                   $        70,137.50 
  RATE                     9.990 
  PAI                   $         615.54 
  CLTV                  90.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022016281
LAST_NAME              GRASSI
ADDRESS                690 NORBURY DRIVE
CITY                   HUDSON
STATE                  OH
ZIP                    442360000
  MORT                  $217,800.00 
  BAL                   $      217,591.58 
  RATE                     9.650 
  PAI                   $      1,855.27 
  CLTV                  90.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022016307
LAST_NAME              HOLMES
ADDRESS                720 KIM STREET
CITY                   SULPHUR
STATE                  LA
ZIP                    706630000
  MORT                  $  12,000.00 
  BAL                   $        12,000.00 
  RATE                     9.550 
  PAI                   $         252.32 
  CLTV                  79.645 
MATURITY               30526
FEE                    0.5000

LOAN                   0000022016315
LAST_NAME              RUTLEDGE
ADDRESS                6881 NW 14TH AVENUE
CITY                   OCALA
STATE                  FL
ZIP                    344750000
  MORT                  $  28,000.00 
  BAL                   $        27,765.93 
  RATE                     8.490 
  PAI                   $         275.56 
  CLTV                  75.675 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022016380
LAST_NAME              HENDERSON
ADDRESS                2501 NW DELAWARE AVE.
CITY                   ROANOKE
STATE                  VA
ZIP                    240170000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                     9.750 
  PAI                   $         426.83 
  CLTV                  64.285 
MATURITY               180420
FEE                    0.5000

LOAN                   0000022016406
LAST_NAME              TOTTEN
ADDRESS                1780 ENTERPRISE OSTEEN RD
CITY                   ENTERPRISE
STATE                  FL
ZIP                    327250000
  MORT                  $  80,000.00 
  BAL                   $        79,867.65 
  RATE                     8.990 
  PAI                   $         643.12 
  CLTV                  77.669 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022016455
LAST_NAME              RUSSELL
ADDRESS                8627 SOUTH INDIANA
CITY                   CHICAGO
STATE                  IL
ZIP                    606190000
  MORT                  $102,000.00 
  BAL                   $      101,937.56 
  RATE                     8.450 
  PAI                   $         780.69 
  CLTV                  75.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022016463
LAST_NAME              SOWELL
ADDRESS                121 WHATLEY DRIVE
CITY                   GREENWOOD
STATE                  SC
ZIP                    296490000
  MORT                  $  88,650.00 
  BAL                   $        88,415.73 
  RATE                     9.000 
  PAI                   $         899.15 
  CLTV                  90.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022016513
LAST_NAME              KIRKLAND
ADDRESS                2 COESA DRIVE
CITY                   SARATOGA SP
STATE                  NY
ZIP                    128660000
  MORT                  $  23,800.00 
  BAL                   $        23,800.00 
  RATE                   10.100 
  PAI                   $         315.84 
  CLTV                  65.013 
MATURITY               80414
FEE                    0.5000

LOAN                   0000022016687
LAST_NAME              MICHALSKI
ADDRESS                3846 E. 55TH STREET
CITY                   CLEVELAND
STATE                  OH
ZIP                    441050000
  MORT                  $  47,700.00 
  BAL                   $        47,661.09 
  RATE                   10.400 
  PAI                   $         432.77 
  CLTV                  90.000 
MATURITY               280407
FEE                    0.5000

LOAN                   0000022016745
LAST_NAME              ODDO
ADDRESS                17 SE 9TH AVENUE
CITY                   DEERFIELD B
STATE                  FL
ZIP                    334410000
  MORT                  $  33,700.00 
  BAL                   $        33,370.35 
  RATE                     9.990 
  PAI                   $         361.94 
  CLTV                  84.627 
MATURITY               130120
FEE                    0.5000

LOAN                   0000022016778
LAST_NAME              DIXON
ADDRESS                350 E PECAN STREET
CITY                   PONCHATOULA
STATE                  LA
ZIP                    704540000
  MORT                  $  44,800.00 
  BAL                   $        44,496.22 
  RATE                     8.800 
  PAI                   $         397.33 
  CLTV                  78.596 
MATURITY               180120
FEE                    0.5000

LOAN                   0000022016794
LAST_NAME              CLEMENTS
ADDRESS                208 N BOULEVARD WEST
CITY                   DAVENPORT
STATE                  FL
ZIP                    338370000
  MORT                  $  30,000.00 
  BAL                   $        29,940.26 
  RATE                     9.500 
  PAI                   $         252.26 
  CLTV                  41.666 
MATURITY               280120
FEE                    0.5000

LOAN                   0000022016810
LAST_NAME              DREW
ADDRESS                8515 ALTA VISTA DRIVE
CITY                   PENSACOLA
STATE                  FL
ZIP                    325260000
  MORT                  $  25,800.00 
  BAL                   $        25,454.87 
  RATE                     9.990 
  PAI                   $         277.09 
  CLTV                  84.900 
MATURITY               130117
FEE                    0.5000

LOAN                   0000022016851
LAST_NAME              SIMO
ADDRESS                2394 DANIEL BRAY HIGHWAY
CITY                   KINGWOOD TO
STATE                  NJ
ZIP                    085590000
  MORT                  $  21,600.00 
  BAL                   $        21,600.00 
  RATE                   10.500 
  PAI                   $         238.77 
  CLTV                  79.999 
MATURITY               130528
FEE                    0.5000


                          Page 27
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022016869
LAST_NAME              COUEY
ADDRESS                8150 COUNTY ROAD 747
CITY                   CULLMAN
STATE                  AL
ZIP                    350550000
  MORT                  $  72,900.00 
  BAL                   $        72,811.39 
  RATE                   10.450 
  PAI                   $         664.12 
  CLTV                  90.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022016968
LAST_NAME              BASSIE
ADDRESS                318 WASHINGTON AVENUE
CITY                   DELRAY BEAC
STATE                  FL
ZIP                    334440000
  MORT                  $  62,000.00 
  BAL                   $        61,904.17 
  RATE                     8.750 
  PAI                   $         547.91 
  CLTV                  73.809 
MATURITY               180414
FEE                    0.5000

LOAN                   0000022017099
LAST_NAME              SASSER
ADDRESS                41 LUCAS CREEK ROAD
CITY                   NEWPORT NEW
STATE                  VA
ZIP                    236020000
  MORT                  $  67,800.00 
  BAL                   $        67,617.57 
  RATE                     8.800 
  PAI                   $         679.63 
  CLTV                  60.000 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022017115
LAST_NAME              DEJESUS
ADDRESS                2309 VESTAL AVENUE
CITY                   FAYETTEVILL
STATE                  NC
ZIP                    283010000
  MORT                  $  46,400.00 
  BAL                   $        46,167.97 
  RATE                     8.800 
  PAI                   $         411.52 
  CLTV                  80.000 
MATURITY               180113
FEE                    0.5000

LOAN                   0000022017149
LAST_NAME              MATHERLY
ADDRESS                7350 CLEVELAND STREET
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330240000
  MORT                  $  20,000.00 
  BAL                   $        19,587.42 
  RATE                     9.240 
  PAI                   $         255.96 
  CLTV                  29.219 
MATURITY               80114
FEE                    0.5000

LOAN                   0000022017198
LAST_NAME              COURTOIS
ADDRESS                3675 W STATE STREET
CITY                   SPRINGFIELD
STATE                  MO
ZIP                    658020000
  MORT                  $  64,600.00 
  BAL                   $        64,537.39 
  RATE                     9.590 
  PAI                   $         547.44 
  CLTV                  85.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022017248
LAST_NAME              GETTEMY
ADDRESS                308 EICHER AVENUE
CITY                   GREENSBURG
STATE                  PA
ZIP                    156010000
  MORT                  $  38,400.00 
  BAL                   $        38,352.33 
  RATE                     8.400 
  PAI                   $         292.55 
  CLTV                  78.367 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022017263
LAST_NAME              STEVENSON
ADDRESS                2862 SEVILLE COURT
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322070000
  MORT                  $  40,000.00 
  BAL                   $        39,661.93 
  RATE                     8.365 
  PAI                   $         390.74 
  CLTV                  78.431 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022017289
LAST_NAME              SIMMS
ADDRESS                8815 ALLENTOWN ROAD
CITY                   FORT WASHIN
STATE                  MD
ZIP                    207440000
  MORT                  $132,600.00 
  BAL                   $      132,441.72 
  RATE                     8.590 
  PAI                   $      1,028.05 
  CLTV                  85.000 
MATURITY               280302
FEE                    0.5000

LOAN                   0000022017313
LAST_NAME              VIDYANLANKAR
ADDRESS                6977 NORTH ASHLAND AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606260000
  MORT                  $  81,000.00 
  BAL                   $        80,953.78 
  RATE                     8.790 
  PAI                   $         639.55 
  CLTV                  90.000 
MATURITY               130410
FEE                    0.5000

LOAN                   0000022017339
LAST_NAME              PUGH
ADDRESS                101 EDISON DRIVE
CITY                   PENSACOLA
STATE                  FL
ZIP                    325050000
  MORT                  $  48,000.00 
  BAL                   $        47,581.46 
  RATE                     8.300 
  PAI                   $         410.50 
  CLTV                  78.688 
MATURITY               180127
FEE                    0.5000

LOAN                   0000022017354
LAST_NAME              MILLER
ADDRESS                2031 N C STREET
CITY                   ELWOOD
STATE                  IN
ZIP                    460360000
  MORT                  $  46,800.00 
  BAL                   $        46,053.43 
  RATE                     8.620 
  PAI                   $         583.26 
  CLTV                  80.000 
MATURITY               80127
FEE                    0.5000

LOAN                   0000022017362
LAST_NAME              FLOUD
ADDRESS                4044 EAST PERRY STREET
CITY                   INVERNESS
STATE                  FL
ZIP                    344520000
  MORT                  $  41,600.00 
  BAL                   $        41,525.72 
  RATE                     8.620 
  PAI                   $         323.41 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022017388
LAST_NAME              HARVEY
ADDRESS                13243 LAKE BUTLER BLVD
CITY                   WINDERMERE
STATE                  FL
ZIP                    347870000
  MORT                  $  97,500.00 
  BAL                   $        97,387.41 
  RATE                     8.750 
  PAI                   $         767.03 
  CLTV                  26.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000022017396
LAST_NAME              MOYER
ADDRESS                33268 RIDGE MANOR BOULEVA
CITY                   DADE CITY
STATE                  FL
ZIP                    335230000
  MORT                  $  34,000.00 
  BAL                   $        33,835.98 
  RATE                     8.490 
  PAI                   $         294.84 
  CLTV                  46.575 
MATURITY               180202
FEE                    0.5000

LOAN                   0000022017404
LAST_NAME              MUNGUIA
ADDRESS                5858 PIERSON STREET
CITY                   ARVADA
STATE                  CO
ZIP                    800040000
  MORT                  $  72,000.00 
  BAL                   $        71,834.17 
  RATE                     8.800 
  PAI                   $         569.00 
  CLTV                  51.798 
MATURITY               271224
FEE                    0.5000

LOAN                   0000022017412
LAST_NAME              BEAUMONT
ADDRESS                2514 OLD BAINBRIDGE ROAD
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323030000
  MORT                  $  37,000.00 
  BAL                   $        36,570.99 
  RATE                     8.370 
  PAI                   $         361.54 
  CLTV                  46.835 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022017420
LAST_NAME              SEYNDERS
ADDRESS                9392 141ST STREET NORTH
CITY                   SEMINOLE
STATE                  FL
ZIP                    337760000
  MORT                  $  46,400.00 
  BAL                   $        46,281.63 
  RATE                     8.300 
  PAI                   $         350.22 
  CLTV                  52.727 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022017438
LAST_NAME              HERMANN
ADDRESS                1820 DOHERTY ROAD
CITY                   COLORADO SP
STATE                  CO
ZIP                    809160000
  MORT                  $  27,600.00 
  BAL                   $        27,379.35 
  RATE                     8.990 
  PAI                   $         279.77 
  CLTV                  77.708 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022017446
LAST_NAME              MORASCH
ADDRESS                1210 SUNSHINE TREE BLVD
CITY                   LONGWOOD
STATE                  FL
ZIP                    327790000
  MORT                  $  39,000.00 
  BAL                   $        38,622.60 
  RATE                     9.250 
  PAI                   $         401.39 
  CLTV                  80.000 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022017453
LAST_NAME              STEPHENS
ADDRESS                421 NORFOLK STREET
CITY                   DUNEDIN
STATE                  FL
ZIP                    346980000
  MORT                  $  54,000.00 
  BAL                   $        53,385.87 
  RATE                     8.300 
  PAI                   $         525.45 
  CLTV                  71.052 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022017479
LAST_NAME              LOYD
ADDRESS                982 TEMPLERIDGE ROAD
CITY                   WAKE FOREST
STATE                  NC
ZIP                    275870000
  MORT                  $  24,750.00 
  BAL                   $        24,560.97 
  RATE                     9.500 
  PAI                   $         258.45 
  CLTV                  83.954 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022017487
LAST_NAME              HARRIS
ADDRESS                12914 E WHEELER RD
CITY                   DOVER
STATE                  FL
ZIP                    335270000
  MORT                  $  47,000.00 
  BAL                   $        46,570.68 
  RATE                   10.740 
  PAI                   $         526.55 
  CLTV                  68.115 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022017495
LAST_NAME              COLLINS
ADDRESS                2565 TERRACE AVENUE
CITY                   NAPLES
STATE                  FL
ZIP                    341060000
  MORT                  $  45,000.00 
  BAL                   $        44,927.54 
  RATE                   10.500 
  PAI                   $         411.63 
  CLTV                  60.810 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022017503
LAST_NAME              TEETS
ADDRESS                985 WOOD STREET
CITY                   CASSADAGA
STATE                  FL
ZIP                    327060000
  MORT                  $  40,000.00 
  BAL                   $        39,928.56 
  RATE                     8.620 
  PAI                   $         310.97 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022017511
LAST_NAME              MCLEOD
ADDRESS                2427 NW 119TH AVE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326090000
  MORT                  $  70,500.00 
  BAL                   $        70,372.29 
  RATE                     8.550 
  PAI                   $         544.58 
  CLTV                  79.661 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022017529
LAST_NAME              HART
ADDRESS                205 LAKEVIEW AVENUE
CITY                   SANFORD
STATE                  FL
ZIP                    327730000
  MORT                  $  41,000.00 
  BAL                   $        40,943.51 
  RATE                     9.990 
  PAI                   $         359.50 
  CLTV                  54.666 
MATURITY               280127
FEE                    0.5000

LOAN                   0000022017545
LAST_NAME              WOODALL
ADDRESS                9250 OCEAN CURVE DR
CITY                   MIAMI
STATE                  FL
ZIP                    331890000
  MORT                  $  30,000.00 
  BAL                   $        29,531.15 
  RATE                     8.990 
  PAI                   $         379.87 
  CLTV                  65.347 
MATURITY               80127
FEE                    0.5000

LOAN                   0000022017560
LAST_NAME              MANZER
ADDRESS                6760 EVANS ST
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330240000
  MORT                  $  23,000.00 
  BAL                   $        22,544.99 
  RATE                     9.990 
  PAI                   $         303.82 
  CLTV                  84.283 
MATURITY               80127
FEE                    0.5000

LOAN                   0000022017578
LAST_NAME              HENSON
ADDRESS                216 W GLENWALK
CITY                   LARKSPUR
STATE                  CO
ZIP                    801180000
  MORT                  $  88,800.00 
  BAL                   $        88,647.21 
  RATE                     8.800 
  PAI                   $         701.76 
  CLTV                  80.000 
MATURITY               280127
FEE                    0.5000

LOAN                   0000022017586
LAST_NAME              ALBERT
ADDRESS                811 NE 26TH TERRACE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326410000
  MORT                  $  47,000.00 
  BAL                   $        45,732.43 
  RATE                     8.490 
  PAI                   $         582.48 
  CLTV                  77.049 
MATURITY               80127
FEE                    0.5000

LOAN                   0000022017594
LAST_NAME              RAINEY
ADDRESS                1555 TAURUS CT
CITY                   ORANGE PARK
STATE                  FL
ZIP                    320730000
  MORT                  $  91,000.00 
  BAL                   $        90,779.40 
  RATE                     8.550 
  PAI                   $         702.94 
  CLTV                  74.285 
MATURITY               280128
FEE                    0.5000

LOAN                   0000022017610
LAST_NAME              HARRISON
ADDRESS                1234 LARCH LANE
CITY                   FORT WAYNE
STATE                  IN
ZIP                    468250000
  MORT                  $  52,000.00 
  BAL                   $        51,425.05 
  RATE                     8.620 
  PAI                   $         515.73 
  CLTV                  80.000 
MATURITY               130205
FEE                    0.5000

LOAN                   0000022017628
LAST_NAME              ADINOLFI
ADDRESS                6100 38TH AVENUE NORTH
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337100000
  MORT                  $  10,000.00 
  BAL                   $          9,843.73 
  RATE                     8.990 
  PAI                   $         126.62 
  CLTV                  37.498 
MATURITY               80127
FEE                    0.5000

LOAN                   0000022017644
LAST_NAME              CUNNINGHAM
ADDRESS                5632 SUSQUEHANNA DRIVE
CITY                   VIRGINIA BE
STATE                  VA
ZIP                    234620000
  MORT                  $  80,100.00 
  BAL                   $        80,058.48 
  RATE                     9.250 
  PAI                   $         658.96 
  CLTV                  68.461 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022017651
LAST_NAME              TEMPLETON
ADDRESS                135 SMITH TEMPLETON RD
CITY                   RINGGOLD
STATE                  GA
ZIP                    307360000
  MORT                  $  44,800.00 
  BAL                   $        44,637.62 
  RATE                     8.600 
  PAI                   $         347.65 
  CLTV                  80.000 
MATURITY               271209
FEE                    0.5000

LOAN                   0000022017677
LAST_NAME              WELFORD
ADDRESS                463 SARRENTO AVENUE
CITY                   ODENTON
STATE                  MD
ZIP                    211130000
  MORT                  $  84,000.00 
  BAL                   $        83,853.65 
  RATE                     8.740 
  PAI                   $         660.23 
  CLTV                  60.431 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022017719
LAST_NAME              LOPES
ADDRESS                5011 CHRISTOPHER COURT
CITY                   LAKELAND
STATE                  FL
ZIP                    338050000
  MORT                  $  79,000.00 
  BAL                   $        78,856.90 
  RATE                     8.550 
  PAI                   $         610.24 
  CLTV                  79.000 
MATURITY               280126
FEE                    0.5000

LOAN                   0000022017743
LAST_NAME              YOUNG
ADDRESS                6939 S. CRANDON
CITY                   CHICAGO
STATE                  IL
ZIP                    606490000
  MORT                  $  46,500.00 
  BAL                   $        46,471.54 
  RATE                     8.450 
  PAI                   $         355.90 
  CLTV                  75.000 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022017750
LAST_NAME              CHADWICK
ADDRESS                4525 SE 12 PLACE
CITY                   OCALA
STATE                  FL
ZIP                    344710000
  MORT                  $  75,200.00 
  BAL                   $        75,069.25 
  RATE                     8.750 
  PAI                   $         591.60 
  CLTV                  79.157 
MATURITY               280126
FEE                    0.5000

LOAN                   0000022017768
LAST_NAME              MILLER
ADDRESS                1035 5TH STREET
CITY                   EATON
STATE                  CO
ZIP                    806150000
  MORT                  $  88,000.00 
  BAL                   $        87,862.09 
  RATE                     9.250 
  PAI                   $         723.95 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000


                          Page 28
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022017792
LAST_NAME              KELLNER
ADDRESS                7115 SPRING HILL DRIVE
CITY                   SPRING HILL
STATE                  FL
ZIP                    346060000
  MORT                  $  47,200.00 
  BAL                   $        46,686.39 
  RATE                     8.800 
  PAI                   $         473.13 
  CLTV                  80.000 
MATURITY               130109
FEE                    0.5000

LOAN                   0000022017818
LAST_NAME              JOHNSON
ADDRESS                4210 S JASMIN COURT
CITY                   WINSTON-SAL
STATE                  NC
ZIP                    271050000
  MORT                  $  60,000.00 
  BAL                   $        59,716.26 
  RATE                     8.650 
  PAI                   $         526.40 
  CLTV                  80.000 
MATURITY               180126
FEE                    0.5000

LOAN                   0000022017859
LAST_NAME              KELTZ
ADDRESS                829 RANDOLPH STREET
CITY                   BEDFORD
STATE                  VA
ZIP                    245230000
  MORT                  $  65,450.00 
  BAL                   $        64,415.60 
  RATE                     8.900 
  PAI                   $         659.95 
  CLTV                  85.000 
MATURITY               130107
FEE                    0.5000

LOAN                   0000022017867
LAST_NAME              BORROR
ADDRESS                3370 LANDOVER BOULEVARD
CITY                   SPRING HILL
STATE                  FL
ZIP                    346090000
  MORT                  $  75,000.00 
  BAL                   $        74,076.83 
  RATE                     8.300 
  PAI                   $         729.79 
  CLTV                  78.947 
MATURITY               130106
FEE                    0.5000

LOAN                   0000022017883
LAST_NAME              MOBRIANT
ADDRESS                27 WALNUT STREET
CITY                   PLAINVILLE
STATE                  MA
ZIP                    027620000
  MORT                  $  69,600.00 
  BAL                   $        68,301.47 
  RATE                   10.350 
  PAI                   $         762.90 
  CLTV                  60.521 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022017891
LAST_NAME              MOORE
ADDRESS                1570 CHIPPENDALE ROAD
CITY                   CANTONMENT
STATE                  FL
ZIP                    325330000
  MORT                  $148,000.00 
  BAL                   $      147,622.45 
  RATE                     8.300 
  PAI                   $      1,117.08 
  CLTV                  80.000 
MATURITY               280126
FEE                    0.5000

LOAN                   0000022017909
LAST_NAME              HODGE
ADDRESS                32716 AZEALIA PLACE
CITY                   TAVARES
STATE                  FL
ZIP                    327780000
  MORT                  $  27,600.00 
  BAL                   $        27,428.57 
  RATE                     8.800 
  PAI                   $         244.79 
  CLTV                  54.117 
MATURITY               180105
FEE                    0.5000

LOAN                   0000022017925
LAST_NAME              SKYLES
ADDRESS                5995 TERRACE DRIVE
CITY                   HOUSE SPRIN
STATE                  MO
ZIP                    630510000
  MORT                  $  15,000.00 
  BAL                   $        15,000.00 
  RATE                     9.450 
  PAI                   $         193.69 
  CLTV                  71.601 
MATURITY               80515
FEE                    0.5000

LOAN                   0000022017966
LAST_NAME              POWELL
ADDRESS                3741 SENECA GARDEN ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212200000
  MORT                  $142,500.00 
  BAL                   $      142,043.27 
  RATE                     8.490 
  PAI                   $      1,235.75 
  CLTV                  84.821 
MATURITY               180309
FEE                    0.5000

LOAN                   0000022017990
LAST_NAME              NANTZ
ADDRESS                124 TIMBERLAND LOOP
CITY                   MOORESVILLE
STATE                  NC
ZIP                    281150000
  MORT                  $  85,000.00 
  BAL                   $        84,817.96 
  RATE                     9.150 
  PAI                   $         693.12 
  CLTV                  85.000 
MATURITY               280128
FEE                    0.5000

LOAN                   0000022018014
LAST_NAME              HAMPTON
ADDRESS                5096 VARTY LANE
CITY                   WINTER HAVE
STATE                  FL
ZIP                    338440000
  MORT                  $144,000.00 
  BAL                   $      143,735.88 
  RATE                     8.490 
  PAI                   $      1,106.22 
  CLTV                  79.558 
MATURITY               280121
FEE                    0.5000

LOAN                   0000022018022
LAST_NAME              COCKMAN
ADDRESS                1 CARLYNN COURT
CITY                   GREENSBORO
STATE                  NC
ZIP                    274550000
  MORT                  $  31,600.00 
  BAL                   $        31,470.01 
  RATE                     9.750 
  PAI                   $         299.73 
  CLTV                  84.759 
MATURITY               180126
FEE                    0.5000

LOAN                   0000022018030
LAST_NAME              MCDONALD
ADDRESS                981 HIGHWAY 40 EAST
CITY                   INGLIS
STATE                  FL
ZIP                    344490000
  MORT                  $  40,000.00 
  BAL                   $        39,818.76 
  RATE                     8.990 
  PAI                   $         359.63 
  CLTV                  79.431 
MATURITY               180128
FEE                    0.5000

LOAN                   0000022018063
LAST_NAME              LARKIN
ADDRESS                5530 W NORTHWEST BOULEVAR
CITY                   SPOKANE
STATE                  WA
ZIP                    992050000
  MORT                  $  97,600.00 
  BAL                   $        97,502.10 
  RATE                     7.900 
  PAI                   $         709.37 
  CLTV                  80.000 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022018089
LAST_NAME              CHEVALIER
ADDRESS                1509 S BAHAMA STREET
CITY                   AURORA
STATE                  CO
ZIP                    800170000
  MORT                  $  92,000.00 
  BAL                   $        91,835.54 
  RATE                     8.615 
  PAI                   $         714.91 
  CLTV                  77.966 
MATURITY               280126
FEE                    0.5000

LOAN                   0000022018097
LAST_NAME              ALI-BAZZI
ADDRESS                6745 WOODMONT
CITY                   DETROIT
STATE                  MI
ZIP                    482280000
  MORT                  $  67,500.00 
  BAL                   $        67,449.37 
  RATE                   10.790 
  PAI                   $         632.14 
  CLTV                  90.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022018147
LAST_NAME              SHEETS
ADDRESS                654 SPRUCE ST
CITY                   MARION
STATE                  VA
ZIP                    243540000
  MORT                  $  28,000.00 
  BAL                   $        27,681.58 
  RATE                     8.300 
  PAI                   $         272.45 
  CLTV                  77.777 
MATURITY               130126
FEE                    0.5000

LOAN                   0000022018154
LAST_NAME              BALLARD
ADDRESS                5034 EMERSON AVENUE SOUTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337070000
  MORT                  $  37,600.00 
  BAL                   $        36,806.24 
  RATE                     8.300 
  PAI                   $         413.21 
  CLTV                  80.000 
MATURITY               100116
FEE                    0.5000

LOAN                   0000022018162
LAST_NAME              GUTIERREZ
ADDRESS                670 42ND AVE NE
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337030000
  MORT                  $  19,441.00 
  BAL                   $        19,311.45 
  RATE                   10.990 
  PAI                   $         220.84 
  CLTV                  85.000 
MATURITY               130121
FEE                    0.5000

LOAN                   0000022018188
LAST_NAME              FISHER
ADDRESS                13232 NE 41 TERRACE
CITY                   ANTHONY
STATE                  FL
ZIP                    326710000
  MORT                  $  14,000.00 
  BAL                   $        13,758.39 
  RATE                   10.490 
  PAI                   $         188.83 
  CLTV                  81.000 
MATURITY               80202
FEE                    0.5000

LOAN                   0000022018196
LAST_NAME              ZIEGLER
ADDRESS                1309 BLACK FRAIRS ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212280000
  MORT                  $  85,300.00 
  BAL                   $        84,784.95 
  RATE                     7.540 
  PAI                   $         792.69 
  CLTV                  64.135 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022018204
LAST_NAME              MICHAEL
ADDRESS                417 ALABAMA ST
CITY                   SAVANNAH
STATE                  TN
ZIP                    383720000
  MORT                  $  56,000.00 
  BAL                   $        55,363.12 
  RATE                     8.300 
  PAI                   $         544.91 
  CLTV                  80.000 
MATURITY               130114
FEE                    0.5000

LOAN                   0000022018220
LAST_NAME              BARRIONUEVO
ADDRESS                5401 NW 57TH STREET
CITY                   TAMARAC
STATE                  FL
ZIP                    333190000
  MORT                  $107,100.00 
  BAL                   $      106,937.33 
  RATE                     9.400 
  PAI                   $         892.75 
  CLTV                  85.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022018238
LAST_NAME              JONES
ADDRESS                82 W VILLA PLACE
CITY                   FORT THOMAS
STATE                  KY
ZIP                    410750000
  MORT                  $  35,000.00 
  BAL                   $        34,651.77 
  RATE                     9.600 
  PAI                   $         367.60 
  CLTV                  33.333 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022018246
LAST_NAME              DAY
ADDRESS                1714 SAMS CREEK ROAD
CITY                   WESTMINISTE
STATE                  MD
ZIP                    211570000
  MORT                  $132,000.00 
  BAL                   $      131,520.29 
  RATE                     7.790 
  PAI                   $         949.32 
  CLTV                  80.000 
MATURITY               130228
FEE                    0.5000

LOAN                   0000022018279
LAST_NAME              HETRICK
ADDRESS                7214 ALYCIA AVE
CITY                   RICHMOND
STATE                  VA
ZIP                    232280000
  MORT                  $  20,000.00 
  BAL                   $        19,581.70 
  RATE                     8.990 
  PAI                   $         253.24 
  CLTV                  62.961 
MATURITY               80113
FEE                    0.5000

LOAN                   0000022018295
LAST_NAME              SAVOLDY
ADDRESS                6340 HARRISON STREET
CITY                   NEW PORT RI
STATE                  FL
ZIP                    346530000
  MORT                  $  46,000.00 
  BAL                   $        45,887.35 
  RATE                     8.500 
  PAI                   $         353.70 
  CLTV                  79.310 
MATURITY               280124
FEE                    0.5000

LOAN                   0000022018303
LAST_NAME              BREWSTER
ADDRESS                9611 REX STREET
CITY                   HUDSON
STATE                  FL
ZIP                    346690000
  MORT                  $  52,700.00 
  BAL                   $        52,555.12 
  RATE                     9.700 
  PAI                   $         498.14 
  CLTV                  85.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022018345
LAST_NAME              SMITH
ADDRESS                101 CRICKET HOLLOW LANE
CITY                   EUSTICS
STATE                  FL
ZIP                    327260000
  MORT                  $  55,600.00 
  BAL                   $        55,458.16 
  RATE                     8.300 
  PAI                   $         419.66 
  CLTV                  80.000 
MATURITY               280128
FEE                    0.5000

LOAN                   0000022018352
LAST_NAME              LUIS
ADDRESS                224 QUARRY STREET
CITY                   EAST PROVID
STATE                  RI
ZIP                    029140000
  MORT                  $  27,500.00 
  BAL                   $        27,350.80 
  RATE                     8.750 
  PAI                   $         274.85 
  CLTV                  76.211 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022018386
LAST_NAME              MELLER
ADDRESS                5276 LYNN ROAD
CITY                   GREENDALE
STATE                  WI
ZIP                    531290000
  MORT                  $  44,600.00 
  BAL                   $        44,130.53 
  RATE                     8.740 
  PAI                   $         558.72 
  CLTV                  39.469 
MATURITY               80309
FEE                    0.5000

LOAN                   0000022018394
LAST_NAME              BURKEY
ADDRESS                109 CUTSHALL AVENUE
CITY                   GREENEVILLE
STATE                  TN
ZIP                    377430000
  MORT                  $  16,458.00 
  BAL                   $        16,281.90 
  RATE                     8.990 
  PAI                   $         166.83 
  CLTV                  80.704 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022018469
LAST_NAME              HORTON
ADDRESS                26646 CARLYSLE
CITY                   INKSTER
STATE                  MI
ZIP                    481410000
  MORT                  $  30,000.00 
  BAL                   $        29,543.99 
  RATE                     9.500 
  PAI                   $         388.19 
  CLTV                  37.406 
MATURITY               80201
FEE                    0.5000

LOAN                   0000022018485
LAST_NAME              TURON
ADDRESS                223 CARLTON DRIVE
CITY                   NORTH SYRAC
STATE                  NY
ZIP                    132120000
  MORT                  $  51,200.00 
  BAL                   $        50,887.07 
  RATE                     7.900 
  PAI                   $         618.50 
  CLTV                  80.000 
MATURITY               80413
FEE                    0.5000

LOAN                   0000022018493
LAST_NAME              SUTTON
ADDRESS                603 WHITTED COURT
CITY                   GOLDSBORO
STATE                  NC
ZIP                    275300000
  MORT                  $  33,000.00 
  BAL                   $        32,631.26 
  RATE                     8.500 
  PAI                   $         324.96 
  CLTV                  51.162 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022018501
LAST_NAME              BROWER
ADDRESS                22 GAINSBOROUGH DRIVE
CITY                   LEWIS
STATE                  DE
ZIP                    199580000
  MORT                  $  20,000.00 
  BAL                   $        19,949.25 
  RATE                     9.450 
  PAI                   $         208.25 
  CLTV                  77.791 
MATURITY               130305
FEE                    0.5000

LOAN                   0000022018519
LAST_NAME              SMITH
ADDRESS                862 DOLPHIN AVE
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339520000
  MORT                  $  86,700.00 
  BAL                   $        86,514.28 
  RATE                     9.150 
  PAI                   $         706.99 
  CLTV                  85.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022018535
LAST_NAME              MILLER
ADDRESS                3801 2ND AVENUE SOUTH
CITY                   SAINT PETER
STATE                  FL
ZIP                    337110000
  MORT                  $  30,000.00 
  BAL                   $        29,965.44 
  RATE                   10.700 
  PAI                   $         278.92 
  CLTV                  54.545 
MATURITY               130211
FEE                    0.5000

LOAN                   0000022018550
LAST_NAME              HUTCHINSON
ADDRESS                5843 WEST AMALFI WAY
CITY                   DOUGLASVILL
STATE                  GA
ZIP                    301350000
  MORT                  $  51,200.00 
  BAL                   $        51,108.56 
  RATE                     8.620 
  PAI                   $         398.05 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022018584
LAST_NAME              THUMMEL
ADDRESS                1957 SANTANA DRIVE
CITY                   CASTLE ROCK
STATE                  CO
ZIP                    801040000
  MORT                  $  91,200.00 
  BAL                   $        90,916.18 
  RATE                     8.750 
  PAI                   $         805.94 
  CLTV                  80.000 
MATURITY               180301
FEE                    0.5000

LOAN                   0000022018600
LAST_NAME              LEIVA
ADDRESS                10861 SW 150 COURT
CITY                   MIAMI
STATE                  FL
ZIP                    331960000
  MORT                  $124,200.00 
  BAL                   $      124,132.02 
  RATE                     8.990 
  PAI                   $         998.45 
  CLTV                  90.000 
MATURITY               280305
FEE                    0.5000


                          Page 30
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022018634
LAST_NAME              NEBLETT
ADDRESS                2106 BINFORD LN
CITY                   RICHMOND
STATE                  VA
ZIP                    232230000
  MORT                  $  52,000.00 
  BAL                   $        51,565.36 
  RATE                     8.490 
  PAI                   $         511.76 
  CLTV                  72.222 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022018642
LAST_NAME              WILLIAMS
ADDRESS                26 EVERGREEN ROAD
CITY                   NORTON
STATE                  MA
ZIP                    027660000
  MORT                  $  96,800.00 
  BAL                   $        96,749.29 
  RATE                     9.200 
  PAI                   $         792.84 
  CLTV                  80.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022018667
LAST_NAME              ROMANO
ADDRESS                2428 HENDRICKS
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322070000
  MORT                  $  84,000.00 
  BAL                   $        83,647.24 
  RATE                     8.620 
  PAI                   $         653.04 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022018717
LAST_NAME              BORG
ADDRESS                8417 RAE DRIVE
CITY                   WESTLAND
STATE                  MI
ZIP                    481850000
  MORT                  $  90,000.00 
  BAL                   $        89,896.06 
  RATE                     8.750 
  PAI                   $         708.03 
  CLTV                  72.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000022018733
LAST_NAME              PRINCE
ADDRESS                2203 DRY VALLEY RD
CITY                   CHARLESTON
STATE                  TN
ZIP                    373100000
  MORT                  $  96,900.00 
  BAL                   $        96,793.53 
  RATE                     8.990 
  PAI                   $         778.98 
  CLTV                  85.000 
MATURITY               280304
FEE                    0.5000

LOAN                   0000022018766
LAST_NAME              HALT
ADDRESS                7524 REDCOAT AVENUE
CITY                   PORT RICHEY
STATE                  FL
ZIP                    346680000
  MORT                  $  40,800.00 
  BAL                   $        40,669.28 
  RATE                     8.620 
  PAI                   $         317.19 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022018774
LAST_NAME              COOK
ADDRESS                3218 ROSALIE AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212340000
  MORT                  $  38,000.00 
  BAL                   $        37,923.03 
  RATE                   11.875 
  PAI                   $         453.01 
  CLTV                  46.913 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022018782
LAST_NAME              ANDERSON
ADDRESS                219 CREEKSIDE LOOP
CITY                   ROSELAND
STATE                  VA
ZIP                    229670000
  MORT                  $  88,320.00 
  BAL                   $        87,883.68 
  RATE                     8.300 
  PAI                   $         755.32 
  CLTV                  80.000 
MATURITY               180202
FEE                    0.5000

LOAN                   0000022018808
LAST_NAME              JONES
ADDRESS                28 MYRTLE AVENUE
CITY                   LAWRENCEVIL
STATE                  NJ
ZIP                    086480000
  MORT                  $  25,000.00 
  BAL                   $        24,937.99 
  RATE                     9.700 
  PAI                   $         264.09 
  CLTV                  79.027 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022018899
LAST_NAME              MENNS
ADDRESS                12 UNIVERSITY STREET
CITY                   COLONIE
STATE                  NY
ZIP                    122050000
  MORT                  $  70,500.00 
  BAL                   $        69,961.60 
  RATE                     9.500 
  PAI                   $         736.18 
  CLTV                  67.788 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022018931
LAST_NAME              VANSELOW
ADDRESS                2589 BERTHBROOK DR
CITY                   CINCINNATI
STATE                  OH
ZIP                    452310000
  MORT                  $  75,650.00 
  BAL                   $        75,609.53 
  RATE                     9.100 
  PAI                   $         614.15 
  CLTV                  85.000 
MATURITY               130404
FEE                    0.5000

LOAN                   0000022018949
LAST_NAME              SHEALY
ADDRESS                721 5TH AVENUE NORTH
CITY                   SURFSIDE BE
STATE                  SC
ZIP                    295750000
  MORT                  $  15,000.00 
  BAL                   $        15,000.00 
  RATE                     9.400 
  PAI                   $         193.28 
  CLTV                  52.156 
MATURITY               80519
FEE                    0.5000

LOAN                   0000022018998
LAST_NAME              BARTOLOMEO
ADDRESS                20337 SWALLOW POINT DRIVE
CITY                   MONTGOMERY
STATE                  MD
ZIP                    208790000
  MORT                  $175,200.00 
  BAL                   $      174,673.40 
  RATE                     8.950 
  PAI                   $      1,403.41 
  CLTV                  80.000 
MATURITY               121201
FEE                    0.5000

LOAN                   0000022019004
LAST_NAME              ATCHESON
ADDRESS                895 BURT RD
CITY                   DALLAS
STATE                  GA
ZIP                    301320000
  MORT                  $172,000.00 
  BAL                   $      171,862.70 
  RATE                   10.500 
  PAI                   $      1,573.35 
  CLTV                  80.000 
MATURITY               280304
FEE                    0.5000

LOAN                   0000022019020
LAST_NAME              MARATHAKIS
ADDRESS                4025 FAIRFORD DRIVE
CITY                   NEW PORT RI
STATE                  FL
ZIP                    346520000
  MORT                  $  17,590.00 
  BAL                   $        16,974.36 
  RATE                     8.800 
  PAI                   $         281.22 
  CLTV                  50.257 
MATURITY               50122
FEE                    0.5000

LOAN                   0000022019046
LAST_NAME              LEVALLE
ADDRESS                 170-172 BUCKINGHAM ST
CITY                   SPRINGFIELD
STATE                  MA
ZIP                    011090000
  MORT                  $  58,400.00 
  BAL                   $        58,367.76 
  RATE                     8.950 
  PAI                   $         467.81 
  CLTV                  80.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022019053
LAST_NAME              LOVETT
ADDRESS                15 STOCKTON PLACE
CITY                   EAST ORANGE
STATE                  NJ
ZIP                    070170000
  MORT                  $  91,200.00 
  BAL                   $        91,118.96 
  RATE                   10.000 
  PAI                   $         800.35 
  CLTV                  80.000 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022019079
LAST_NAME              BOYSEN
ADDRESS                8707 CORY DRIVE
CITY                   DELTON
STATE                  MI
ZIP                    490460000
  MORT                  $  99,000.00 
  BAL                   $        98,944.21 
  RATE                     8.850 
  PAI                   $         785.92 
  CLTV                  84.255 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022019087
LAST_NAME              POWELL
ADDRESS                3612 BRIDGES DAIRY ROAD
CITY                   POLKVILLE
STATE                  NC
ZIP                    281360000
  MORT                  $  33,500.00 
  BAL                   $        33,139.23 
  RATE                     9.200 
  PAI                   $         428.00 
  CLTV                  65.686 
MATURITY               80304
FEE                    0.5000

LOAN                   0000022019095
LAST_NAME              KANTER
ADDRESS                7322 FAIRFAX DRIVE
CITY                   TAMARAC
STATE                  FL
ZIP                    333210000
  MORT                  $  30,750.00 
  BAL                   $        30,684.46 
  RATE                     7.750 
  PAI                   $         220.30 
  CLTV                  26.059 
MATURITY               280201
FEE                    0.5000

LOAN                   0000022019111
LAST_NAME              CARACCIOLO
ADDRESS                95 OAK STREET
CITY                   BEACHWOOD
STATE                  NJ
ZIP                    087220000
  MORT                  $  80,000.00 
  BAL                   $        79,792.48 
  RATE                   10.150 
  PAI                   $         779.99 
  CLTV                  61.538 
MATURITY               180304
FEE                    0.5000

LOAN                   0000022019129
LAST_NAME              SHOVER
ADDRESS                2400 NEWBRIDGE ROAD
CITY                   BELLMORE
STATE                  NY
ZIP                    117100000
  MORT                  $  83,000.00 
  BAL                   $        82,916.27 
  RATE                     9.400 
  PAI                   $         691.87 
  CLTV                  69.166 
MATURITY               280302
FEE                    0.5000

LOAN                   0000022019137
LAST_NAME              PEAKE
ADDRESS                121 BUSH DRIVE
CITY                   UNION
STATE                  SC
ZIP                    293790000
  MORT                  $  37,400.00 
  BAL                   $        37,145.17 
  RATE                   10.750 
  PAI                   $         419.23 
  CLTV                  71.923 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022019152
LAST_NAME              MCPHEE
ADDRESS                38708 CAMDEN AVENUE
CITY                   ZEPHYRHILLS
STATE                  FL
ZIP                    335400000
  MORT                  $  18,000.00 
  BAL                   $        17,841.54 
  RATE                     8.350 
  PAI                   $         283.71 
  CLTV                  33.962 
MATURITY               50304
FEE                    0.5000

LOAN                   0000022019178
LAST_NAME              SKORONSKY
ADDRESS                763 BULL RUN
CITY                   EAGLE
STATE                  CO
ZIP                    816310000
  MORT                  $127,900.00 
  BAL                   $      127,651.56 
  RATE                     8.750 
  PAI                   $      1,006.19 
  CLTV                  65.255 
MATURITY               280301
FEE                    0.5000

LOAN                   0000022019186
LAST_NAME              GREEN
ADDRESS                5211 HOWARD VILLE ROAD
CITY                   APISON
STATE                  TN
ZIP                    373020000
  MORT                  $  85,000.00 
  BAL                   $        84,673.46 
  RATE                     8.950 
  PAI                   $         680.88 
  CLTV                  79.439 
MATURITY               121208
FEE                    0.5000

LOAN                   0000022019228
LAST_NAME              HAZZARD
ADDRESS                3820 S FRUITLOOP CIRCLE
CITY                   KISSIMMEE
STATE                  FL
ZIP                    347410000
  MORT                  $  44,800.00 
  BAL                   $        44,395.64 
  RATE                   10.990 
  PAI                   $         508.91 
  CLTV                  80.000 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022019236
LAST_NAME              AMIRAULT
ADDRESS                47 MIRIMICHI STREET
CITY                   PLAINVILLE
STATE                  MA
ZIP                    027620000
  MORT                  $  70,000.00 
  BAL                   $        69,770.24 
  RATE                     8.300 
  PAI                   $         598.65 
  CLTV                  49.122 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022019269
LAST_NAME              KRANTZ
ADDRESS                6387 S KLINE STREET
CITY                   LITTLETON
STATE                  CO
ZIP                    801270000
  MORT                  $119,000.00 
  BAL                   $      118,809.57 
  RATE                     9.150 
  PAI                   $         970.37 
  CLTV                  85.000 
MATURITY               280128
FEE                    0.5000

LOAN                   0000022019319
LAST_NAME              INGRAM
ADDRESS                844 NORTH GERMAN TOWN ROA
CITY                   CHATTANOOGA
STATE                  TN
ZIP                    374110000
  MORT                  $  51,200.00 
  BAL                   $        50,914.68 
  RATE                     8.450 
  PAI                   $         502.69 
  CLTV                  80.000 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022019335
LAST_NAME              EDWARDS
ADDRESS                37334 OLD WAKEFIELD ROAD
CITY                   WAKEFIELD
STATE                  VA
ZIP                    238880000
  MORT                  $  27,000.00 
  BAL                   $        26,941.72 
  RATE                   11.200 
  PAI                   $         310.28 
  CLTV                  35.294 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022019343
LAST_NAME              PRODROMIDES
ADDRESS                229 DELTONA BLVD
CITY                   ST. AUGUSTI
STATE                  FL
ZIP                    320860000
  MORT                  $  45,360.00 
  BAL                   $        45,104.98 
  RATE                     8.350 
  PAI                   $         442.70 
  CLTV                  60.480 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022019376
LAST_NAME              ARONICA
ADDRESS                845 ESCAMBIA STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322080000
  MORT                  $  30,000.00 
  BAL                   $        29,962.37 
  RATE                     8.350 
  PAI                   $         227.50 
  CLTV                  60.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022019384
LAST_NAME              HARRIS
ADDRESS                2408 NE 26TH AVENUE
CITY                   FORT LAUDER
STATE                  FL
ZIP                    333050000
  MORT                  $  40,500.00 
  BAL                   $        40,500.00 
  RATE                   10.450 
  PAI                   $         446.44 
  CLTV                  79.153 
MATURITY               130526
FEE                    0.5000

LOAN                   0000022019392
LAST_NAME              MASON
ADDRESS                2844 CROSS COUNTRY DR
CITY                   GERMANTOWN
STATE                  TN
ZIP                    381380000
  MORT                  $  20,000.00 
  BAL                   $        19,840.96 
  RATE                     9.200 
  PAI                   $         205.24 
  CLTV                  77.010 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022019418
LAST_NAME              ILLISCAVITCH
ADDRESS                4817 PRESIDENTIAL STREET
CITY                   SEFFNER
STATE                  FL
ZIP                    335840000
  MORT                  $  64,000.00 
  BAL                   $        63,890.99 
  RATE                     8.850 
  PAI                   $         508.07 
  CLTV                  80.000 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022019426
LAST_NAME              ERVIN
ADDRESS                511 NORTH PARK DRIVE
CITY                   PERTH AMBOY
STATE                  NJ
ZIP                    088610000
  MORT                  $102,000.00 
  BAL                   $      101,679.61 
  RATE                   10.700 
  PAI                   $         948.32 
  CLTV                  85.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022019459
LAST_NAME              FLANAGAN
ADDRESS                6290 SOUTH WOODWIND POINT
CITY                   FLORAL CITY
STATE                  FL
ZIP                    344360000
  MORT                  $  30,500.00 
  BAL                   $        30,011.04 
  RATE                   10.490 
  PAI                   $         411.38 
  CLTV                  76.250 
MATURITY               80203
FEE                    0.5000

LOAN                   0000022019467
LAST_NAME              ROMANO
ADDRESS                2914 CARAMBOLA CIRCLE
CITY                   COCONUT CRE
STATE                  FL
ZIP                    330660000
  MORT                  $  72,000.00 
  BAL                   $        71,849.64 
  RATE                   10.350 
  PAI                   $         650.56 
  CLTV                  80.000 
MATURITY               271121
FEE                    0.5000

LOAN                   0000022019475
LAST_NAME              CAPOBIANCO
ADDRESS                9 MORSE LANE
CITY                   TOWN OF HPK
STATE                  MA
ZIP                    017480000
  MORT                  $264,800.00 
  BAL                   $      264,387.40 
  RATE                     8.100 
  PAI                   $      1,961.50 
  CLTV                  80.000 
MATURITY               280420
FEE                    0.5000

LOAN                   0000022019491
LAST_NAME              CAMPBELL
ADDRESS                5031 ALVERIDGE DRIVE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452380000
  MORT                  $  91,200.00 
  BAL                   $        90,946.48 
  RATE                     8.620 
  PAI                   $         709.02 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000


                          Page 30
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022019541
LAST_NAME              BRAILSFORD-P
ADDRESS                23 SAGEMAN STREET
CITY                   MT. VERNON
STATE                  NY
ZIP                    105500000
  MORT                  $176,350.00 
  BAL                   $      175,998.88 
  RATE                     9.500 
  PAI                   $      1,482.85 
  CLTV                  85.028 
MATURITY               280101
FEE                    0.5000

LOAN                   0000022019558
LAST_NAME              JUSKO
ADDRESS                51 I STREET
CITY                   HAVERHILL
STATE                  MA
ZIP                    018350000
  MORT                  $  81,000.00 
  BAL                   $        80,944.25 
  RATE                     7.900 
  PAI                   $         588.71 
  CLTV                  67.500 
MATURITY               280423
FEE                    0.5000

LOAN                   0000022019574
LAST_NAME              PEETE
ADDRESS                1163 W. CERRO GORDO STREE
CITY                   DECATUR
STATE                  IL
ZIP                    625220000
  MORT                  $  34,200.00 
  BAL                   $        34,200.00 
  RATE                     9.550 
  PAI                   $         358.16 
  CLTV                  90.000 
MATURITY               130505
FEE                    0.5000

LOAN                   0000022019590
LAST_NAME              HAWKINS
ADDRESS                1105 W. 93RD STREET
CITY                   CHICAGO
STATE                  IL
ZIP                    606200000
  MORT                  $  88,500.00 
  BAL                   $        87,964.62 
  RATE                     7.550 
  PAI                   $         892.19 
  CLTV                  79.729 
MATURITY               110427
FEE                    0.5000

LOAN                   0000022019608
LAST_NAME              SHREM
ADDRESS                15 POST DRIVE
CITY                   ROSLYN HARB
STATE                  NY
ZIP                    115760000
  MORT                  $375,000.00 
  BAL                   $      374,406.12 
  RATE                     9.200 
  PAI                   $      3,071.45 
  CLTV                  68.807 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022019616
LAST_NAME              SWENSON
ADDRESS                440 CREEKSIDE CIRCLE #D
CITY                   MURRAY
STATE                  UT
ZIP                    841070000
  MORT                  $  52,700.00 
  BAL                   $        52,432.74 
  RATE                     9.500 
  PAI                   $         550.31 
  CLTV                  64.742 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022019624
LAST_NAME              YASPARRO
ADDRESS                69-38 230TH STREET
CITY                   BAYSIDE
STATE                  NY
ZIP                    113640000
  MORT                  $  38,500.00 
  BAL                   $        38,465.72 
  RATE                     9.990 
  PAI                   $         337.58 
  CLTV                  20.157 
MATURITY               280301
FEE                    0.5000

LOAN                   0000022019665
LAST_NAME              GRAVLEY
ADDRESS                25 LONG FOREST DRIVE
CITY                   GREENVILLE
STATE                  SC
ZIP                    296170000
  MORT                  $  62,400.00 
  BAL                   $        62,374.11 
  RATE                   10.300 
  PAI                   $         561.49 
  CLTV                  80.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022019681
LAST_NAME              TESTERMAN
ADDRESS                516 KERNODLE DRIVE
CITY                   GRAHAM
STATE                  NC
ZIP                    272530000
  MORT                  $  60,000.00 
  BAL                   $        59,932.11 
  RATE                     8.850 
  PAI                   $         476.32 
  CLTV                  80.000 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022019723
LAST_NAME              EVANS
ADDRESS                316 POTTERSVILLE-OLMSTED
CITY                   POTTERSVILL
STATE                  NY
ZIP                    126800000
  MORT                  $  60,350.00 
  BAL                   $        60,242.14 
  RATE                     9.800 
  PAI                   $         520.72 
  CLTV                  85.000 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022019731
LAST_NAME              VANMETER
ADDRESS                12292 FARR ROAD
CITY                   RAVENNA
STATE                  MI
ZIP                    494510000
  MORT                  $102,600.00 
  BAL                   $      102,549.53 
  RATE                     9.500 
  PAI                   $         862.72 
  CLTV                  90.000 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022019756
LAST_NAME              HUNT
ADDRESS                2359 LUCK STONE ROAD
CITY                   BURLINGTON
STATE                  NC
ZIP                    272170000
  MORT                  $  62,730.00 
  BAL                   $        62,666.05 
  RATE                     9.350 
  PAI                   $         520.62 
  CLTV                  90.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022019764
LAST_NAME              MCKENZIE
ADDRESS                3793 MCCLINTOCKSBURG ROAD
CITY                   DIAMOND
STATE                  OH
ZIP                    444120000
  MORT                  $  55,200.00 
  BAL                   $        55,042.51 
  RATE                   10.500 
  PAI                   $         610.19 
  CLTV                  61.333 
MATURITY               130221
FEE                    0.5000

LOAN                   0000022019780
LAST_NAME              TYNDALL
ADDRESS                1 BRELSFORD ROAD
CITY                   CHATTANOOGA
STATE                  TN
ZIP                    374050000
  MORT                  $112,000.00 
  BAL                   $      111,814.68 
  RATE                     8.990 
  PAI                   $         900.38 
  CLTV                  80.000 
MATURITY               130128
FEE                    0.5000

LOAN                   0000022019798
LAST_NAME              PUJOL
ADDRESS                14241 SW 83 STREET
CITY                   MIAMI
STATE                  FL
ZIP                    331830000
  MORT                  $  41,000.00 
  BAL                   $        41,000.00 
  RATE                   12.150 
  PAI                   $         496.03 
  CLTV                  76.824 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022019848
LAST_NAME              IVORY
ADDRESS                2643 PINEKNOLL DRIVE
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323100000
  MORT                  $  45,000.00 
  BAL                   $        44,943.00 
  RATE                   10.300 
  PAI                   $         443.25 
  CLTV                  90.000 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022019863
LAST_NAME              AHLERS
ADDRESS                120 S EATON STREET
CITY                   BALTIMORE
STATE                  MD
ZIP                    212240000
  MORT                  $  20,000.00 
  BAL                   $        19,791.33 
  RATE                     8.900 
  PAI                   $         252.28 
  CLTV                  40.816 
MATURITY               80303
FEE                    0.5000

LOAN                   0000022019889
LAST_NAME              JONES
ADDRESS                814 N BENTALOU STREET
CITY                   BALTIMORE
STATE                  MD
ZIP                    212160000
  MORT                  $  49,200.00 
  BAL                   $        49,148.24 
  RATE                     9.200 
  PAI                   $         402.98 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022019905
LAST_NAME              PRAWL
ADDRESS                504 FYLER ROAD
CITY                   KIRKVILLE
STATE                  NY
ZIP                    130820000
  MORT                  $  51,500.00 
  BAL                   $        51,345.00 
  RATE                     8.990 
  PAI                   $         463.03 
  CLTV                  76.865 
MATURITY               180304
FEE                    0.5000

LOAN                   0000022019921
LAST_NAME              LEHMAN
ADDRESS                1336 OTIS PLACE NW.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200100000
  MORT                  $107,200.00 
  BAL                   $      107,055.66 
  RATE                     8.000 
  PAI                   $         786.60 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022019947
LAST_NAME              BURKE
ADDRESS                5784 COLD HARBOR ROAD
CITY                   MECHANICSVI
STATE                  VA
ZIP                    231110000
  MORT                  $  96,000.00 
  BAL                   $        95,894.51 
  RATE                     8.990 
  PAI                   $         771.75 
  CLTV                  80.000 
MATURITY               280304
FEE                    0.5000

LOAN                   0000022019962
LAST_NAME              DAVIS
ADDRESS                7238 S 65TH DRIVE
CITY                   LAVEEN
STATE                  AZ
ZIP                    853390000
  MORT                  $123,000.00 
  BAL                   $      123,000.00 
  RATE                     8.400 
  PAI                   $      1,059.66 
  CLTV                  77.358 
MATURITY               180512
FEE                    0.5000

LOAN                   0000022019970
LAST_NAME              HOLT
ADDRESS                5334 POWHATAN AVENUE
CITY                   NORFOLK
STATE                  VA
ZIP                    235080000
  MORT                  $187,000.00 
  BAL                   $      186,907.05 
  RATE                     9.450 
  PAI                   $      1,565.58 
  CLTV                  85.000 
MATURITY               130410
FEE                    0.5000

LOAN                   0000022019988
LAST_NAME              SLAUGHTER
ADDRESS                5241 KARL PLACE NE.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200190000
  MORT                  $  52,000.00 
  BAL                   $        51,936.11 
  RATE                     8.450 
  PAI                   $         398.00 
  CLTV                  64.197 
MATURITY               280303
FEE                    0.5000

LOAN                   0000022020028
LAST_NAME              SNYDER
ADDRESS                43 STABILIZER DRIVE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212200000
  MORT                  $  35,000.00 
  BAL                   $        34,946.84 
  RATE                     9.400 
  PAI                   $         291.75 
  CLTV                  38.888 
MATURITY               280224
FEE                    0.5000

LOAN                   0000022020036
LAST_NAME              ROGERS
ADDRESS                1464 OGDEN STREET NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200100000
  MORT                  $115,000.00 
  BAL                   $      114,837.73 
  RATE                     9.750 
  PAI                   $         988.03 
  CLTV                  79.310 
MATURITY               280224
FEE                    0.5000

LOAN                   0000022020077
LAST_NAME              SOMERS
ADDRESS                1808 LENNOX ROAD EAST
CITY                   PALM HARBOR
STATE                  FL
ZIP                    346830000
  MORT                  $  30,000.00 
  BAL                   $        29,985.08 
  RATE                     9.450 
  PAI                   $         251.17 
  CLTV                  60.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022020085
LAST_NAME              TAYLOR
ADDRESS                108 WAYSIDE ROAD
CITY                   TINTON FALL
STATE                  NJ
ZIP                    077240000
  MORT                  $  87,000.00 
  BAL                   $        86,947.30 
  RATE                     8.500 
  PAI                   $         668.95 
  CLTV                  67.968 
MATURITY               280408
FEE                    0.5000

LOAN                   0000022020101
LAST_NAME              ALLISON
ADDRESS                1184 HARVARD ROAD
CITY                   WALDORF
STATE                  MD
ZIP                    206020000
  MORT                  $  66,500.00 
  BAL                   $        66,423.20 
  RATE                     8.750 
  PAI                   $         523.16 
  CLTV                  51.550 
MATURITY               280306
FEE                    0.5000

LOAN                   0000022020135
LAST_NAME              WEST
ADDRESS                2710 W FAIRMOUNT AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212230000
  MORT                  $  40,000.00 
  BAL                   $        39,955.21 
  RATE                     8.900 
  PAI                   $         318.98 
  CLTV                  80.000 
MATURITY               130307
FEE                    0.5000

LOAN                   0000022020143
LAST_NAME              LEWANDOWSKI
ADDRESS                506 N MARLIN CIRCLE
CITY                   BAREFOOT BA
STATE                  FL
ZIP                    329760000
  MORT                  $  51,200.00 
  BAL                   $        50,861.25 
  RATE                     9.550 
  PAI                   $         478.93 
  CLTV                  80.000 
MATURITY               180201
FEE                    0.5000

LOAN                   0000022020150
LAST_NAME              WOZNIAK
ADDRESS                1721 STOKESLEY ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212220000
  MORT                  $  74,000.00 
  BAL                   $        73,905.30 
  RATE                     8.250 
  PAI                   $         555.94 
  CLTV                  80.000 
MATURITY               280303
FEE                    0.5000

LOAN                   0000022020176
LAST_NAME              MARKUS
ADDRESS                484 HARVEST OAK CT
CITY                   LAKE MARY
STATE                  FL
ZIP                    327460000
  MORT                  $  97,200.00 
  BAL                   $        96,771.30 
  RATE                   10.450 
  PAI                   $         885.50 
  CLTV                  90.000 
MATURITY               280201
FEE                    0.5000

LOAN                   0000022020200
LAST_NAME              HARGROVE
ADDRESS                99 BROOKPARK DRIVE
CITY                   AMHERST
STATE                  NY
ZIP                    142280000
  MORT                  $  76,000.00 
  BAL                   $        74,762.55 
  RATE                     8.250 
  PAI                   $         932.16 
  CLTV                  62.040 
MATURITY               80226
FEE                    0.5000

LOAN                   0000022020218
LAST_NAME              HOWELL
ADDRESS                174 PAGE ST NW
CITY                   MASSILLON
STATE                  OH
ZIP                    446470000
  MORT                  $  64,000.00 
  BAL                   $        63,474.93 
  RATE                     8.700 
  PAI                   $         637.76 
  CLTV                  80.000 
MATURITY               130219
FEE                    0.5000

LOAN                   0000022020226
LAST_NAME              ULMER
ADDRESS                15 BROWNFIELD LOOP
CITY                   ELKTON
STATE                  MD
ZIP                    219210000
  MORT                  $  92,000.00 
  BAL                   $        91,875.86 
  RATE                     7.990 
  PAI                   $         674.43 
  CLTV                  76.666 
MATURITY               280304
FEE                    0.5000

LOAN                   0000022020234
LAST_NAME              PENTON
ADDRESS                5229 MORGAN RIDGE DRIVE
CITY                   MILTON
STATE                  FL
ZIP                    325700000
  MORT                  $  23,500.00 
  BAL                   $        23,256.00 
  RATE                     8.990 
  PAI                   $         211.28 
  CLTV                  78.054 
MATURITY               180202
FEE                    0.5000

LOAN                   0000022020283
LAST_NAME              DEMSKI
ADDRESS                82 AVALON AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    210220000
  MORT                  $  20,500.00 
  BAL                   $        19,905.12 
  RATE                   11.990 
  PAI                   $         225.58 
  CLTV                  78.144 
MATURITY               180225
FEE                    0.5000

LOAN                   0000022020325
LAST_NAME              SADULA
ADDRESS                21017 COG WHEEL WAY
CITY                   GERMANTOWN
STATE                  MD
ZIP                    208760000
  MORT                  $342,000.00 
  BAL                   $      341,236.42 
  RATE                     8.950 
  PAI                   $      2,739.52 
  CLTV                  76.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022020341
LAST_NAME              VICK
ADDRESS                16870 AKINS DRIVE
CITY                   SPRING HILL
STATE                  FL
ZIP                    346100000
  MORT                  $  46,750.00 
  BAL                   $        46,691.17 
  RATE                   10.350 
  PAI                   $         462.05 
  CLTV                  85.000 
MATURITY               180414
FEE                    0.5000

LOAN                   0000022020366
LAST_NAME              FEENEY
ADDRESS                7147 FORREST HILLS ROAD
CITY                   WEST HILLS
STATE                  CA
ZIP                    913400000
  MORT                  $  23,700.00 
  BAL                   $        23,700.00 
  RATE                     9.550 
  PAI                   $         248.20 
  CLTV                  77.232 
MATURITY               130513
FEE                    0.5000


                          Page 31
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022020457
LAST_NAME              SOWERS
ADDRESS                5892 ASHBROOK CIRCLE
CITY                   ARCHDALE
STATE                  NC
ZIP                    272630000
  MORT                  $  53,650.00 
  BAL                   $        53,287.78 
  RATE                   10.850 
  PAI                   $         604.74 
  CLTV                  79.976 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022020499
LAST_NAME              SLUSS
ADDRESS                131 GROVE STREET
CITY                   BLUEFIELD
STATE                  VA
ZIP                    246050000
  MORT                  $  16,800.00 
  BAL                   $        16,632.94 
  RATE                     9.750 
  PAI                   $         219.69 
  CLTV                  67.200 
MATURITY               80306
FEE                    0.5000

LOAN                   0000022020515
LAST_NAME              KEBHART
ADDRESS                7602 LYNES COURT
CITY                   SAVANNAH
STATE                  GA
ZIP                    314060000
  MORT                  $  90,100.00 
  BAL                   $        89,741.78 
  RATE                     8.650 
  PAI                   $      1,007.69 
  CLTV                  85.000 
MATURITY               100408
FEE                    0.5000

LOAN                   0000022020523
LAST_NAME              WHITE, .
ADDRESS                5663 TROTTER COUNTRY ROAD
CITY                   ARCH DALE
STATE                  NC
ZIP                    272630000
  MORT                  $  35,000.00 
  BAL                   $        34,763.69 
  RATE                   10.850 
  PAI                   $         394.52 
  CLTV                  76.520 
MATURITY               130303
FEE                    0.5000

LOAN                   0000022020556
LAST_NAME              NUENTHEL
ADDRESS                5693 SOUTH 2300 WEST
CITY                   ROY
STATE                  UT
ZIP                    840670000
  MORT                  $  57,400.00 
  BAL                   $        56,465.40 
  RATE                     8.250 
  PAI                   $         704.03 
  CLTV                  48.438 
MATURITY               80226
FEE                    0.5000

LOAN                   0000022020564
LAST_NAME              BERRISFORD
ADDRESS                4739 LAZY H LANE
CITY                   CHRISTMAS
STATE                  FL
ZIP                    327090000
  MORT                  $  53,250.00 
  BAL                   $        53,227.01 
  RATE                   10.750 
  PAI                   $         497.08 
  CLTV                  75.000 
MATURITY               280428
FEE                    0.5000

LOAN                   0000022020572
LAST_NAME              GRAZIER
ADDRESS                2114 MARKER STREET
CITY                   NEW KENSING
STATE                  PA
ZIP                    150680000
  MORT                  $  35,200.00 
  BAL                   $        35,142.78 
  RATE                     8.350 
  PAI                   $         302.15 
  CLTV                  74.105 
MATURITY               180407
FEE                    0.5000

LOAN                   0000022020580
LAST_NAME              MCKEE
ADDRESS                23 BRIDLE LANE
CITY                   HICKSVILLE
STATE                  NY
ZIP                    118010000
  MORT                  $  30,500.00 
  BAL                   $        30,317.34 
  RATE                     9.850 
  PAI                   $         291.31 
  CLTV                  75.892 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022020598
LAST_NAME              RIEGLER
ADDRESS                86-23 ELLIOT AVENUE
CITY                   EGO PARK
STATE                  NY
ZIP                    113740000
  MORT                  $  90,000.00 
  BAL                   $        89,901.11 
  RATE                     8.990 
  PAI                   $         723.51 
  CLTV                  47.368 
MATURITY               280318
FEE                    0.5000

LOAN                   0000022020614
LAST_NAME              FERM
ADDRESS                49 JOURNEYS END ROAD
CITY                   NEW CANAAN
STATE                  CT
ZIP                    068400000
  MORT                  $288,300.00 
  BAL                   $      287,075.50 
  RATE                     9.500 
  PAI                   $      2,687.33 
  CLTV                  48.864 
MATURITY               180224
FEE                    0.5000

LOAN                   0000022020630
LAST_NAME              BOMBARDIERE
ADDRESS                31 CLEMENT STREET
CITY                   GLEN COVE
STATE                  NY
ZIP                    115420000
  MORT                  $  28,000.00 
  BAL                   $        27,741.50 
  RATE                   11.250 
  PAI                   $         293.70 
  CLTV                  59.744 
MATURITY               170829
FEE                    0.5000

LOAN                   0000022020671
LAST_NAME              SUCHAJDA,
ADDRESS                8074 MOUNTAIN VIEW DRIVE
CITY                   NORTHHAMPTO
STATE                  PA
ZIP                    180670000
  MORT                  $  28,000.00 
  BAL                   $        27,901.95 
  RATE                   10.990 
  PAI                   $         288.82 
  CLTV                  84.932 
MATURITY               180209
FEE                    0.5000

LOAN                   0000022020697
LAST_NAME              PEARCE
ADDRESS                213 BELLE LANE
CITY                   SAPULPA
STATE                  OK
ZIP                    740660000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                     9.350 
  PAI                   $         465.84 
  CLTV                  54.874 
MATURITY               130511
FEE                    0.5000

LOAN                   0000022020705
LAST_NAME              TODD
ADDRESS                114 WINSTON COURT
CITY                   HUEYTOWN
STATE                  AL
ZIP                    350230000
  MORT                  $  33,000.00 
  BAL                   $        32,434.68 
  RATE                   12.000 
  PAI                   $         396.06 
  CLTV                  62.774 
MATURITY               121101
FEE                    0.5000

LOAN                   0000022020721
LAST_NAME              HILLMAN
ADDRESS                105 MEEM AVENUE
CITY                   GAITHERSBUR
STATE                  MD
ZIP                    208770000
  MORT                  $  32,600.00 
  BAL                   $        32,570.35 
  RATE                   10.750 
  PAI                   $         304.31 
  CLTV                  27.627 
MATURITY               280225
FEE                    0.5000

LOAN                   0000022020739
LAST_NAME              BRACKETT
ADDRESS                6585 PORT A PRINCE DRIVE
CITY                   FOREST PARK
STATE                  GA
ZIP                    302970000
  MORT                  $  44,000.00 
  BAL                   $        43,761.28 
  RATE                     8.750 
  PAI                   $         439.76 
  CLTV                  66.666 
MATURITY               130303
FEE                    0.5000

LOAN                   0000022020747
LAST_NAME              HUTCHERSON
ADDRESS                165 HEWITT AVENUE
CITY                   BUFFALO
STATE                  NY
ZIP                    142150000
  MORT                  $  48,000.00 
  BAL                   $        47,768.69 
  RATE                     8.500 
  PAI                   $         416.56 
  CLTV                  75.000 
MATURITY               180303
FEE                    0.5000

LOAN                   0000022020762
LAST_NAME              BUCKLEY
ADDRESS                176 MYRTLE AVENUE
CITY                   MILLBURN
STATE                  NJ
ZIP                    070410000
  MORT                  $  29,000.00 
  BAL                   $        28,797.79 
  RATE                   10.500 
  PAI                   $         320.57 
  CLTV                  66.079 
MATURITY               130303
FEE                    0.5000

LOAN                   0000022020770
LAST_NAME              MANZELLA
ADDRESS                87 MOORE STREET
CITY                   TONAWANDA
STATE                  NY
ZIP                    142230000
  MORT                  $  47,700.00 
  BAL                   $        47,440.66 
  RATE                     9.850 
  PAI                   $         455.58 
  CLTV                  71.682 
MATURITY               180225
FEE                    0.5000

LOAN                   0000022020788
LAST_NAME              PISANO
ADDRESS                68 SYLVAN PLACE
CITY                   VALLEY STRE
STATE                  NY
ZIP                    115810000
  MORT                  $  48,000.00 
  BAL                   $        47,791.55 
  RATE                   10.990 
  PAI                   $         545.27 
  CLTV                  84.987 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022020804
LAST_NAME              NUSSBAUM
ADDRESS                1015 W MAIN STREET
CITY                   BERNE
STATE                  IN
ZIP                    467110000
  MORT                  $  14,200.00 
  BAL                   $        14,163.34 
  RATE                     9.990 
  PAI                   $         136.94 
  CLTV                  12.909 
MATURITY               180227
FEE                    0.5000

LOAN                   0000022020820
LAST_NAME              FERRARA
ADDRESS                5683 WAUTOMA BEACH ROAD
CITY                   HAMLIN
STATE                  NY
ZIP                    144680000
  MORT                  $  17,900.00 
  BAL                   $        17,650.12 
  RATE                   10.990 
  PAI                   $         246.47 
  CLTV                  84.946 
MATURITY               80223
FEE                    0.5000

LOAN                   0000022020846
LAST_NAME              DODGE
ADDRESS                2309-2311 22ND 1/2 AVENUE
CITY                   ROCK ISLAND
STATE                  IL
ZIP                    612010000
  MORT                  $  67,500.00 
  BAL                   $        66,875.50 
  RATE                     8.990 
  PAI                   $         606.88 
  CLTV                  75.000 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022020861
LAST_NAME              LITTLE
ADDRESS                8 JUNE ROAD
CITY                   NEWBURGH
STATE                  NY
ZIP                    125500000
  MORT                  $  83,250.00 
  BAL                   $        82,834.18 
  RATE                     8.250 
  PAI                   $         709.34 
  CLTV                  75.000 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022020887
LAST_NAME              MUNANG
ADDRESS                11 WASHINGTON LANE
CITY                   TAPPAN
STATE                  NY
ZIP                    109830000
  MORT                  $  54,000.00 
  BAL                   $        53,734.74 
  RATE                     9.850 
  PAI                   $         575.34 
  CLTV                  78.773 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022020937
LAST_NAME              MURPHY
ADDRESS                1725 W 51ST AVENUE
CITY                   DENVER
STATE                  CO
ZIP                    802210000
  MORT                  $  66,000.00 
  BAL                   $        64,601.16 
  RATE                     8.750 
  PAI                   $         827.16 
  CLTV                  75.000 
MATURITY               80115
FEE                    0.5000

LOAN                   0000022020952
LAST_NAME              HEATH
ADDRESS                111 WHITEHALL ROAD
CITY                   ELKTON
STATE                  MD
ZIP                    219210000
  MORT                  $  11,700.00 
  BAL                   $        11,652.89 
  RATE                   11.990 
  PAI                   $         140.34 
  CLTV                  79.288 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022020978
LAST_NAME              NUNEZ
ADDRESS                11427 KAZIMER DRIVE
CITY                   ORLANDO
STATE                  FL
ZIP                    328370000
  MORT                  $  94,400.00 
  BAL                   $        94,235.86 
  RATE                     8.750 
  PAI                   $         742.65 
  CLTV                  80.000 
MATURITY               280112
FEE                    0.5000

LOAN                   0000022021000
LAST_NAME              MERCADO
ADDRESS                84-33 107TH STREET
CITY                   RICHMOND HI
STATE                  NY
ZIP                    114180000
  MORT                  $199,750.00 
  BAL                   $      199,542.10 
  RATE                     9.250 
  PAI                   $      1,643.29 
  CLTV                  85.000 
MATURITY               280309
FEE                    0.5000

LOAN                   0000022021026
LAST_NAME              ALSTON
ADDRESS                81 WATSON AVENUE
CITY                   EAST ORANGE
STATE                  NJ
ZIP                    070180000
  MORT                  $  70,400.00 
  BAL                   $        70,240.69 
  RATE                   10.250 
  PAI                   $         630.86 
  CLTV                  80.000 
MATURITY               280304
FEE                    0.5000

LOAN                   0000022021034
LAST_NAME              SMITH
ADDRESS                2075 W 14TH STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322090000
  MORT                  $  26,000.00 
  BAL                   $        25,450.47 
  RATE                     8.800 
  PAI                   $         326.55 
  CLTV                  64.197 
MATURITY               80120
FEE                    0.5000

LOAN                   0000022021059
LAST_NAME              TURNER
ADDRESS                1860 KEWANNEE TRAIL
CITY                   FERN PARK
STATE                  FL
ZIP                    327300000
  MORT                  $  76,000.00 
  BAL                   $        75,492.32 
  RATE                     8.300 
  PAI                   $         573.64 
  CLTV                  63.333 
MATURITY               280114
FEE                    0.5000

LOAN                   0000022021083
LAST_NAME              WHITE
ADDRESS                302 MISSISSIPPI AVENUE
CITY                   SILVER SPRI
STATE                  MD
ZIP                    209100000
  MORT                  $257,550.00 
  BAL                   $      257,220.41 
  RATE                     8.250 
  PAI                   $      1,934.89 
  CLTV                  85.000 
MATURITY               130305
FEE                    0.5000

LOAN                   0000022021117
LAST_NAME              WHITE
ADDRESS                3850 THE ALAMEDA
CITY                   BALTIMORE
STATE                  MD
ZIP                    212180000
  MORT                  $  48,000.00 
  BAL                   $        47,951.07 
  RATE                     9.350 
  PAI                   $         398.37 
  CLTV                  66.206 
MATURITY               130312
FEE                    0.5000

LOAN                   0000022021133
LAST_NAME              ALEXANDER
ADDRESS                115-26 145TH STREET
CITY                   JAMAICA
STATE                  NY
ZIP                    114360000
  MORT                  $140,000.00 
  BAL                   $      139,240.44 
  RATE                     8.750 
  PAI                   $      1,399.23 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022021141
LAST_NAME              BROOKS
ADDRESS                1517 CHESAPEAKE AVENUE B-
CITY                   NAPLES
STATE                  FL
ZIP                    341020000
  MORT                  $  60,000.00 
  BAL                   $        59,900.95 
  RATE                     9.000 
  PAI                   $         482.77 
  CLTV                  78.947 
MATURITY               280210
FEE                    0.5000

LOAN                   0000022021166
LAST_NAME              PRIMAVERA
ADDRESS                4340 GRAY STREET
CITY                   DENVER
STATE                  CO
ZIP                    802120000
  MORT                  $  84,000.00 
  BAL                   $        83,150.90 
  RATE                     8.240 
  PAI                   $         630.47 
  CLTV                  78.504 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022021182
LAST_NAME              DIETRICH
ADDRESS                5819 CEDONIA AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212060000
  MORT                  $  44,200.00 
  BAL                   $        44,100.75 
  RATE                   11.250 
  PAI                   $         463.77 
  CLTV                  84.363 
MATURITY               180223
FEE                    0.5000

LOAN                   0000022021190
LAST_NAME              CREMEENS
ADDRESS                4 ADAMS DRIVE
CITY                   PLYMOUTH
STATE                  CT
ZIP                    067820000
  MORT                  $  87,000.00 
  BAL                   $        86,957.21 
  RATE                     9.500 
  PAI                   $         731.54 
  CLTV                  83.653 
MATURITY               280330
FEE                    0.5000

LOAN                   0000022021208
LAST_NAME              MOORE
ADDRESS                7328 DENMARK AVE
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352240000
  MORT                  $  46,800.00 
  BAL                   $        46,685.93 
  RATE                   10.500 
  PAI                   $         428.10 
  CLTV                  90.000 
MATURITY               271101
FEE                    0.5000

LOAN                   0000022021216
LAST_NAME              MOORE
ADDRESS                1887 NW 85TH LANE
CITY                   CORAL SPRIN
STATE                  FL
ZIP                    330710000
  MORT                  $  32,000.00 
  BAL                   $        31,700.92 
  RATE                   10.490 
  PAI                   $         353.53 
  CLTV                  18.285 
MATURITY               130127
FEE                    0.5000


                          Page 32
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022021257
LAST_NAME              NOLAN
ADDRESS                61-18 65TH STREET
CITY                   MIDDLE VILL
STATE                  NY
ZIP                    113790000
  MORT                  $  23,900.00 
  BAL                   $        23,455.82 
  RATE                   10.750 
  PAI                   $         267.91 
  CLTV                  74.377 
MATURITY               120908
FEE                    0.5000

LOAN                   0000022021265
LAST_NAME              ZARAZUA
ADDRESS                231 BOHLANDER
CITY                   BELLWOOD
STATE                  IL
ZIP                    601040000
  MORT                  $  84,500.00 
  BAL                   $        83,567.61 
  RATE                     8.990 
  PAI                   $         759.73 
  CLTV                  72.844 
MATURITY               180227
FEE                    0.5000

LOAN                   0000022021364
LAST_NAME              YOST
ADDRESS                905 MAXWELL LANE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809090000
  MORT                  $  40,250.00 
  BAL                   $        39,655.27 
  RATE                     9.990 
  PAI                   $         531.68 
  CLTV                  76.715 
MATURITY               80226
FEE                    0.5000

LOAN                   0000022021406
LAST_NAME              BRASCH
ADDRESS                2 HOPKINSON COURT
CITY                   E WINDSOR
STATE                  NJ
ZIP                    085200000
  MORT                  $  20,900.00 
  BAL                   $        20,878.16 
  RATE                   11.750 
  PAI                   $         226.49 
  CLTV                  79.869 
MATURITY               180403
FEE                    0.5000

LOAN                   0000022021414
LAST_NAME              ADAMO
ADDRESS                2354 LAKESHORE CIRCLE
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339520000
  MORT                  $  48,000.00 
  BAL                   $        47,877.54 
  RATE                     8.300 
  PAI                   $         362.30 
  CLTV                  80.000 
MATURITY               280126
FEE                    0.5000

LOAN                   0000022021463
LAST_NAME              MCELVAINE
ADDRESS                1224 JESSIE ST.
CITY                   MOBILE
STATE                  AL
ZIP                    366170000
  MORT                  $  29,700.00 
  BAL                   $        29,678.47 
  RATE                   12.800 
  PAI                   $         323.90 
  CLTV                  90.000 
MATURITY               280201
FEE                    0.5000

LOAN                   0000022021471
LAST_NAME              GALE
ADDRESS                41 ORCHARD STREET
CITY                   UNIONVILLE
STATE                  NY
ZIP                    109880000
  MORT                  $  43,500.00 
  BAL                   $        43,049.08 
  RATE                     9.500 
  PAI                   $         405.48 
  CLTV                  50.000 
MATURITY               180225
FEE                    0.5000

LOAN                   0000022021497
LAST_NAME              HELD
ADDRESS                1350 W FRIENDSHIP LANE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809040000
  MORT                  $  48,300.00 
  BAL                   $        48,081.14 
  RATE                     8.990 
  PAI                   $         434.26 
  CLTV                  22.258 
MATURITY               180123
FEE                    0.5000

LOAN                   0000022021513
LAST_NAME              BENNETT
ADDRESS                4274 SOUTH PEGGY WAY
CITY                   WEST VALLEY
STATE                  UT
ZIP                    841200000
  MORT                  $  75,000.00 
  BAL                   $        75,000.00 
  RATE                   10.000 
  PAI                   $         658.18 
  CLTV                  72.115 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022021539
LAST_NAME              INGLE
ADDRESS                104 MERRY WOOD DRIVE
CITY                   ROSSVILLE
STATE                  GA
ZIP                    307410000
  MORT                  $  53,900.00 
  BAL                   $        53,468.44 
  RATE                     8.990 
  PAI                   $         546.37 
  CLTV                  52.843 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022021562
LAST_NAME              MATTEO
ADDRESS                19531 GULF BLVD APT 212
CITY                   INDIAN ROCK
STATE                  FL
ZIP                    346350000
  MORT                  $  90,100.00 
  BAL                   $        89,704.45 
  RATE                     9.240 
  PAI                   $         824.61 
  CLTV                  85.000 
MATURITY               180202
FEE                    0.5000

LOAN                   0000022021604
LAST_NAME              FALVO
ADDRESS                7919 TALISMAN DRIVE
CITY                   PORT RICHEY
STATE                  FL
ZIP                    346680000
  MORT                  $  44,000.00 
  BAL                   $        43,892.26 
  RATE                     8.500 
  PAI                   $         338.32 
  CLTV                  80.000 
MATURITY               280123
FEE                    0.5000

LOAN                   0000022021620
LAST_NAME              MATOS
ADDRESS                61 PACIFIC AVENUE
CITY                   FRANKLIN SQ
STATE                  NY
ZIP                    110100000
  MORT                  $  55,000.00 
  BAL                   $        54,232.21 
  RATE                   10.990 
  PAI                   $         757.31 
  CLTV                  52.677 
MATURITY               80225
FEE                    0.5000

LOAN                   0000022021646
LAST_NAME              MCGINNIS
ADDRESS                20 BAKER STREET
CITY                   HUDSON FALL
STATE                  NY
ZIP                    128390000
  MORT                  $  41,000.00 
  BAL                   $        40,649.96 
  RATE                     8.250 
  PAI                   $         397.76 
  CLTV                  70.689 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022021653
LAST_NAME              ELIAS
ADDRESS                18 S SEVENTH STREET
CITY                   EASTON
STATE                  PA
ZIP                    180420000
  MORT                  $  32,500.00 
  BAL                   $        32,340.46 
  RATE                     8.350 
  PAI                   $         278.96 
  CLTV                  69.148 
MATURITY               180205
FEE                    0.5000

LOAN                   0000022021661
LAST_NAME              SMITH
ADDRESS                904 S GLENDALE STREET
CITY                   SALT LAKE C
STATE                  UT
ZIP                    841040000
  MORT                  $  22,500.00 
  BAL                   $        22,366.70 
  RATE                   12.250 
  PAI                   $         273.67 
  CLTV                  84.773 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022021679
LAST_NAME              NAPIER
ADDRESS                5056 GREENWAY DRIVE NORTH
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322440000
  MORT                  $  56,000.00 
  BAL                   $        55,866.20 
  RATE                     8.620 
  PAI                   $         435.36 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022021687
LAST_NAME              CENTENO
ADDRESS                1781 MARSHFIELD DRIVE
CITY                   ROCKFORD
STATE                  IL
ZIP                    611070000
  MORT                  $115,500.00 
  BAL                   $      115,500.00 
  RATE                   10.900 
  PAI                   $      1,091.21 
  CLTV                  84.988 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022021695
LAST_NAME              EBERHARDT
ADDRESS                5311 S DESTIN POINT
CITY                   LECANTO
STATE                  FL
ZIP                    344610000
  MORT                  $  36,000.00 
  BAL                   $        35,825.75 
  RATE                   10.750 
  PAI                   $         365.48 
  CLTV                  72.000 
MATURITY               180121
FEE                    0.5000

LOAN                   0000022021703
LAST_NAME              DAVIS
ADDRESS                2201 SCENIC HIGHWAY UNIT
CITY                   PENSACOLA
STATE                  FL
ZIP                    325030000
  MORT                  $  49,300.00 
  BAL                   $        49,250.18 
  RATE                   10.250 
  PAI                   $         441.78 
  CLTV                  82.857 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022021711
LAST_NAME              HAMILTON
ADDRESS                10918 OAK BRIAR COURT
CITY                   FORT WAYNE
STATE                  IN
ZIP                    468450000
  MORT                  $132,800.00 
  BAL                   $      132,562.07 
  RATE                     8.620 
  PAI                   $      1,032.43 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022021760
LAST_NAME              DANIELS
ADDRESS                52 SOUTH CHERRY
CITY                   COLUMBUS
STATE                  IN
ZIP                    472010000
  MORT                  $  52,500.00 
  BAL                   $        52,247.00 
  RATE                     8.500 
  PAI                   $         455.61 
  CLTV                  75.000 
MATURITY               180227
FEE                    0.5000

LOAN                   0000022021786
LAST_NAME              LEWIS
ADDRESS                6040 W PINE CIRCLE
CITY                   CRYSTAL RIV
STATE                  FL
ZIP                    344290000
  MORT                  $  60,000.00 
  BAL                   $        59,885.60 
  RATE                     8.300 
  PAI                   $         452.87 
  CLTV                  79.470 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022021794
LAST_NAME              KRAFT
ADDRESS                3650  CLIFMAR  ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212440000
  MORT                  $  32,900.00 
  BAL                   $        32,747.73 
  RATE                   10.500 
  PAI                   $         363.68 
  CLTV                  84.929 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022021810
LAST_NAME              CROWE
ADDRESS                2027 CRICKET DRIVE
CITY                   ORLANDO
STATE                  FL
ZIP                    328080000
  MORT                  $  58,400.00 
  BAL                   $        58,264.13 
  RATE                     8.750 
  PAI                   $         459.43 
  CLTV                  80.000 
MATURITY               280109
FEE                    0.5000

LOAN                   0000022021828
LAST_NAME              BULKLEY
ADDRESS                4935 SUNBIRD CLIFFS
CITY                   COLORADO SP
STATE                  CO
ZIP                    809190000
  MORT                  $  51,500.00 
  BAL                   $        50,981.53 
  RATE                     9.990 
  PAI                   $         553.11 
  CLTV                  73.547 
MATURITY               130319
FEE                    0.5000

LOAN                   0000022021836
LAST_NAME              SELZER, .
ADDRESS                85 BELFORD AVENUE
CITY                   BAY SHORE
STATE                  NY
ZIP                    117060000
  MORT                  $  62,000.00 
  BAL                   $        61,633.00 
  RATE                     9.500 
  PAI                   $         647.42 
  CLTV                  84.931 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022021851
LAST_NAME              HADLEY
ADDRESS                8 RUSHMORE ROAD
CITY                   HOPEWELL
STATE                  NY
ZIP                    125330000
  MORT                  $129,000.00 
  BAL                   $      128,378.39 
  RATE                     8.500 
  PAI                   $      1,119.49 
  CLTV                  75.000 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022021869
LAST_NAME              DESANCTIS
ADDRESS                108 TANGLEWOOD LANE
CITY                   LANCASTER
STATE                  PA
ZIP                    176010000
  MORT                  $  25,000.00 
  BAL                   $        24,787.51 
  RATE                     8.300 
  PAI                   $         243.26 
  CLTV                  21.551 
MATURITY               130209
FEE                    0.5000

LOAN                   0000022021893
LAST_NAME              CUTLER
ADDRESS                785 N. OAKLEY STREET
CITY                   SALT LAKE C
STATE                  UT
ZIP                    841160000
  MORT                  $  25,000.00 
  BAL                   $        24,895.41 
  RATE                     9.750 
  PAI                   $         237.13 
  CLTV                  79.468 
MATURITY               180224
FEE                    0.5000

LOAN                   0000022021919
LAST_NAME              HOOKS
ADDRESS                3089 WISSMAN AVENUE
CITY                   BRONX
STATE                  NY
ZIP                    104650000
  MORT                  $  25,300.00 
  BAL                   $        25,175.71 
  RATE                     9.850 
  PAI                   $         269.56 
  CLTV                  61.417 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022021927
LAST_NAME              HARTMAN
ADDRESS                5625 W BLUFF
CITY                   OLCOTT
STATE                  NY
ZIP                    141260000
  MORT                  $172,100.00 
  BAL                   $      171,186.17 
  RATE                     8.990 
  PAI                   $      1,744.53 
  CLTV                  55.337 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022021943
LAST_NAME              MAHEU
ADDRESS                52 FISK ROAD
CITY                   HAMPTON
STATE                  CT
ZIP                    062470000
  MORT                  $  39,500.00 
  BAL                   $        38,756.47 
  RATE                     8.750 
  PAI                   $         349.07 
  CLTV                  37.264 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022021976
LAST_NAME              QUICK
ADDRESS                2400 BEAVERBROOK DRIVE
CITY                   GREENSBORO
STATE                  NC
ZIP                    274060000
  MORT                  $  41,600.00 
  BAL                   $        41,459.21 
  RATE                   11.250 
  PAI                   $         436.49 
  CLTV                  84.969 
MATURITY               180201
FEE                    0.5000

LOAN                   0000022021984
LAST_NAME              BURRISS
ADDRESS                14340 ROSETREE COURT
CITY                   SILVER SPRI
STATE                  MD
ZIP                    209060000
  MORT                  $  21,900.00 
  BAL                   $        21,881.77 
  RATE                   11.750 
  PAI                   $         221.07 
  CLTV                  79.796 
MATURITY               130303
FEE                    0.5000

LOAN                   0000022022016
LAST_NAME              RICHARDS
ADDRESS                3705 S. BUCKEROO CIRCLE
CITY                   MAGNA
STATE                  UT
ZIP                    840440000
  MORT                  $  16,500.00 
  BAL                   $        16,263.12 
  RATE                   10.500 
  PAI                   $         222.65 
  CLTV                  84.842 
MATURITY               80227
FEE                    0.5000

LOAN                   0000022022024
LAST_NAME              PURYEAR
ADDRESS                77 OGDEN STREET
CITY                   INDIAN ORCH
STATE                  MA
ZIP                    011510000
  MORT                  $  52,800.00 
  BAL                   $        52,553.42 
  RATE                     8.750 
  PAI                   $         466.60 
  CLTV                  80.000 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022022032
LAST_NAME              MCLAUCHLIN
ADDRESS                2025 ARMADA DRIVE
CITY                   CHESAPEAKE
STATE                  VA
ZIP                    233210000
  MORT                  $  33,000.00 
  BAL                   $        32,855.18 
  RATE                   10.990 
  PAI                   $         340.40 
  CLTV                  26.410 
MATURITY               180301
FEE                    0.5000

LOAN                   0000022022065
LAST_NAME              SAREYANI
ADDRESS                1020 MONTAUK AVENUE
CITY                   ISLIP TERRA
STATE                  NY
ZIP                    117520000
  MORT                  $  54,000.00 
  BAL                   $        53,780.67 
  RATE                     9.850 
  PAI                   $         515.76 
  CLTV                  71.783 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022022073
LAST_NAME              GARRISON
ADDRESS                2106 NC 304 CAROLINE HIGH
CITY                   BAYBORO
STATE                  NC
ZIP                    285150000
  MORT                  $  66,750.00 
  BAL                   $        66,549.11 
  RATE                     8.990 
  PAI                   $         600.14 
  CLTV                  75.000 
MATURITY               180305
FEE                    0.5000

LOAN                   0000022022107
LAST_NAME              MORGAN
ADDRESS                1117 GREENVALLEY STREET
CITY                   BENSENVILLE
STATE                  IL
ZIP                    601060000
  MORT                  $  99,750.00 
  BAL                   $        99,449.78 
  RATE                     8.990 
  PAI                   $         896.84 
  CLTV                  75.000 
MATURITY               180226
FEE                    0.5000


                          Page 33
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022022115
LAST_NAME              MEDICI
ADDRESS                5920 S SULTAN CIRCLE
CITY                   MURRAY
STATE                  UT
ZIP                    841070000
  MORT                  $  71,200.00 
  BAL                   $        70,985.72 
  RATE                     8.990 
  PAI                   $         640.15 
  CLTV                  80.000 
MATURITY               180305
FEE                    0.5000

LOAN                   0000022022131
LAST_NAME              BALLS
ADDRESS                24 CURWOOD COURT
CITY                   TONAWANDA
STATE                  NY
ZIP                    141500000
  MORT                  $  51,000.00 
  BAL                   $        50,514.04 
  RATE                   10.500 
  PAI                   $         688.17 
  CLTV                  83.606 
MATURITY               80303
FEE                    0.5000

LOAN                   0000022022149
LAST_NAME              MIEDZWIECKI
ADDRESS                656 ANDOVER ROAD
CITY                   VALLEY COTT
STATE                  NY
ZIP                    109890000
  MORT                  $  26,600.00 
  BAL                   $        25,722.40 
  RATE                     9.990 
  PAI                   $         351.37 
  CLTV                  39.637 
MATURITY               80227
FEE                    0.5000

LOAN                   0000022022156
LAST_NAME              KUGLER
ADDRESS                3221 WILLOW OAK ROAD
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282090000
  MORT                  $100,600.00 
  BAL                   $      100,041.89 
  RATE                     8.500 
  PAI                   $         990.65 
  CLTV                  41.916 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022022164
LAST_NAME              GILMORE
ADDRESS                52 CRUIKSHANK AVENUE
CITY                   HEMPSTEAD
STATE                  NY
ZIP                    115500000
  MORT                  $100,800.00 
  BAL                   $        99,389.56 
  RATE                   10.750 
  PAI                   $      1,023.35 
  CLTV                  77.538 
MATURITY               180224
FEE                    0.5000

LOAN                   0000022022172
LAST_NAME              FROISETH
ADDRESS                29 PARSONS STREET
CITY                   BINGHAMPTON
STATE                  NY
ZIP                    139030000
  MORT                  $  48,000.00 
  BAL                   $        47,840.48 
  RATE                     8.250 
  PAI                   $         408.99 
  CLTV                  80.000 
MATURITY               180212
FEE                    0.5000

LOAN                   0000022022180
LAST_NAME              RODRIGUEZ
ADDRESS                803 W ALVARADO
CITY                   ARTESIA
STATE                  NM
ZIP                    882100000
  MORT                  $  36,000.00 
  BAL                   $        35,809.69 
  RATE                     9.040 
  PAI                   $         365.99 
  CLTV                  77.419 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022022198
LAST_NAME              BOSTIC
ADDRESS                24 THOROUGHBRED WAY
CITY                   CLIFTON PAR
STATE                  NY
ZIP                    120650000
  MORT                  $150,000.00 
  BAL                   $      149,519.85 
  RATE                     8.500 
  PAI                   $      1,301.73 
  CLTV                  75.000 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022022222
LAST_NAME              BURKE
ADDRESS                5515 OVERLOOK DRIVE
CITY                   MASON
STATE                  OH
ZIP                    450400000
  MORT                  $120,000.00 
  BAL                   $      119,745.38 
  RATE                     8.800 
  PAI                   $         948.33 
  CLTV                  80.000 
MATURITY               280116
FEE                    0.5000

LOAN                   0000022022230
LAST_NAME              DERENGOWSKI
ADDRESS                5208 WILLARD
CITY                   BIRCH RUN
STATE                  MI
ZIP                    484150000
  MORT                  $  91,400.00 
  BAL                   $        91,346.54 
  RATE                     8.950 
  PAI                   $         732.14 
  CLTV                  76.166 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022022289
LAST_NAME              SLATER
ADDRESS                11608 SHAVER ROAD
CITY                   SCHOOLCRAFT
STATE                  MI
ZIP                    490870000
  MORT                  $  52,000.00 
  BAL                   $        51,975.73 
  RATE                     9.750 
  PAI                   $         446.77 
  CLTV                  54.736 
MATURITY               130402
FEE                    0.5000

LOAN                   0000022022297
LAST_NAME              DAVIS
ADDRESS                1490 ALEXIS ROAD
CITY                   CENTRE
STATE                  AL
ZIP                    359600000
  MORT                  $  26,000.00 
  BAL                   $        25,362.63 
  RATE                     8.500 
  PAI                   $         256.03 
  CLTV                  52.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022022313
LAST_NAME              GETCHELL
ADDRESS                4036 RIVERSHORE ROAD
CITY                   PORTSMOUTH
STATE                  VA
ZIP                    237030000
  MORT                  $  71,000.00 
  BAL                   $        70,893.02 
  RATE                     8.950 
  PAI                   $         636.52 
  CLTV                  70.297 
MATURITY               180425
FEE                    0.5000

LOAN                   0000022022354
LAST_NAME              LOWE
ADDRESS                6000 21ST STREET N #1C-15
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337140000
  MORT                  $  25,800.00 
  BAL                   $        25,493.86 
  RATE                     8.300 
  PAI                   $         251.05 
  CLTV                  69.729 
MATURITY               130105
FEE                    0.5000

LOAN                   0000022022404
LAST_NAME              TRENT
ADDRESS                820 GLENCO ROAD
CITY                   DURHAM
STATE                  NC
ZIP                    277030000
  MORT                  $  58,500.00 
  BAL                   $        58,350.90 
  RATE                     9.400 
  PAI                   $         607.35 
  CLTV                  73.125 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022022560
LAST_NAME              YATES
ADDRESS                6636 GRETCHEN LANE NORTH
CITY                   OAKDALE
STATE                  MN
ZIP                    551280000
  MORT                  $  80,000.00 
  BAL                   $        80,000.00 
  RATE                     8.800 
  PAI                   $         632.22 
  CLTV                  74.074 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022022578
LAST_NAME              LAFORCE
ADDRESS                13361 N WINTZELL AVE.
CITY                   BAYOU LA BA
STATE                  AL
ZIP                    365090000
  MORT                  $  45,000.00 
  BAL                   $        44,891.93 
  RATE                   10.050 
  PAI                   $         484.95 
  CLTV                  69.551 
MATURITY               130415
FEE                    0.5000

LOAN                   0000022022750
LAST_NAME              CLIFTON
ADDRESS                6210 WELFORD ROAD
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282110000
  MORT                  $  80,000.00 
  BAL                   $        79,106.06 
  RATE                     8.500 
  PAI                   $         787.79 
  CLTV                  76.190 
MATURITY               130121
FEE                    0.5000

LOAN                   0000022022792
LAST_NAME              MARVIN
ADDRESS                296 WILLOW TRAIL
CITY                   BOONE
STATE                  NC
ZIP                    286070000
  MORT                  $116,000.00 
  BAL                   $      115,704.08 
  RATE                     8.300 
  PAI                   $         875.55 
  CLTV                  80.000 
MATURITY               280106
FEE                    0.5000

LOAN                   0000022022883
LAST_NAME              TAYLOR
ADDRESS                8296 EATON WAY
CITY                   ARVADA
STATE                  CO
ZIP                    800030000
  MORT                  $  68,499.00 
  BAL                   $        67,766.06 
  RATE                     8.990 
  PAI                   $         694.36 
  CLTV                  80.000 
MATURITY               121222
FEE                    0.5000

LOAN                   0000022022909
LAST_NAME              STABLER
ADDRESS                3530 WESTWOOD AVENUE NW
CITY                   WINTER HAVE
STATE                  FL
ZIP                    338800000
  MORT                  $  47,200.00 
  BAL                   $        46,798.80 
  RATE                     8.300 
  PAI                   $         459.28 
  CLTV                  80.000 
MATURITY               130126
FEE                    0.5000

LOAN                   0000022022917
LAST_NAME              MOORE
ADDRESS                2616 E CENTER ST
CITY                   INVERNESS
STATE                  FL
ZIP                    344530000
  MORT                  $  23,445.69 
  BAL                   $        22,935.32 
  RATE                   10.375 
  PAI                   $         298.53 
  CLTV                  66.987 
MATURITY               90102
FEE                    0.5000

LOAN                   0000022022925
LAST_NAME              VASQUEZ
ADDRESS                4995 IVOR DRIVE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809160000
  MORT                  $  76,800.00 
  BAL                   $        76,592.67 
  RATE                     8.500 
  PAI                   $         590.53 
  CLTV                  80.000 
MATURITY               280128
FEE                    0.5000

LOAN                   0000022022933
LAST_NAME              YOUNG
ADDRESS                6225 OSAGE ROAD
CITY                   CRESTWOOD
STATE                  KY
ZIP                    400140000
  MORT                  $106,400.00 
  BAL                   $      106,205.27 
  RATE                     8.500 
  PAI                   $         818.12 
  CLTV                  80.000 
MATURITY               280128
FEE                    0.5000

LOAN                   0000022022941
LAST_NAME              HASKIN
ADDRESS                8869 EAST MINERAL PLACE
CITY                   ENGLEWOOD
STATE                  CO
ZIP                    801120000
  MORT                  $  42,000.00 
  BAL                   $        41,607.45 
  RATE                   10.490 
  PAI                   $         464.01 
  CLTV                  73.775 
MATURITY               130102
FEE                    0.5000

LOAN                   0000022022958
LAST_NAME              ANDERSON
ADDRESS                806 GREENWOOD DRIVE
CITY                   NORTH AUGUS
STATE                  SC
ZIP                    298410000
  MORT                  $116,800.00 
  BAL                   $      116,586.22 
  RATE                     8.500 
  PAI                   $         898.09 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022022966
LAST_NAME              SCHMIDT
ADDRESS                661 SPINNAKER COURT
CITY                   WELLINGTON
STATE                  FL
ZIP                    334140000
  MORT                  $  50,400.00 
  BAL                   $        50,307.55 
  RATE                     8.490 
  PAI                   $         387.18 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022022974
LAST_NAME              KING
ADDRESS                12809 COVERDALE DR
CITY                   TAMPA
STATE                  FL
ZIP                    336240000
  MORT                  $  59,500.00 
  BAL                   $        59,391.43 
  RATE                     8.610 
  PAI                   $         462.15 
  CLTV                  70.833 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022022982
LAST_NAME              LLAMAS
ADDRESS                39 E 6TH AVENUE
CITY                   MESA
STATE                  AZ
ZIP                    882100000
  MORT                  $  55,250.00 
  BAL                   $        54,369.87 
  RATE                     8.600 
  PAI                   $         482.97 
  CLTV                  76.206 
MATURITY               180202
FEE                    0.5000

LOAN                   0000022023006
LAST_NAME              ROGERS
ADDRESS                8080 S BUENO VISTA DRIVE
CITY                   WEST JORDAN
STATE                  UT
ZIP                    840880000
  MORT                  $  18,500.00 
  BAL                   $        17,935.09 
  RATE                     8.990 
  PAI                   $         166.33 
  CLTV                  61.436 
MATURITY               180112
FEE                    0.5000

LOAN                   0000022023014
LAST_NAME              ATWELL
ADDRESS                5313 WELLER AVENUE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322110000
  MORT                  $120,000.00 
  BAL                   $      119,421.03 
  RATE                     8.490 
  PAI                   $      1,040.63 
  CLTV                  80.000 
MATURITY               180220
FEE                    0.5000

LOAN                   0000022023022
LAST_NAME              ROMERO
ADDRESS                2133 PIMLICO STREET
CITY                   ORLANDO
STATE                  FL
ZIP                    328220000
  MORT                  $  75,000.00 
  BAL                   $        74,888.45 
  RATE                     9.500 
  PAI                   $         630.64 
  CLTV                  78.947 
MATURITY               280126
FEE                    0.5000

LOAN                   0000022023030
LAST_NAME              BURT
ADDRESS                3939 PEARL DRIVE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809180000
  MORT                  $  51,500.00 
  BAL                   $        50,381.17 
  RATE                     8.300 
  PAI                   $         633.03 
  CLTV                  44.782 
MATURITY               80122
FEE                    0.5000

LOAN                   0000022023048
LAST_NAME              SAVOY
ADDRESS                8360 56TH STREET NORTH
CITY                   PINELLAS PA
STATE                  FL
ZIP                    337810000
  MORT                  $  30,500.00 
  BAL                   $        30,349.32 
  RATE                     8.300 
  PAI                   $         260.84 
  CLTV                  34.659 
MATURITY               180127
FEE                    0.5000

LOAN                   0000022023055
LAST_NAME              VALDES
ADDRESS                13749 SW 283RD TERRACE
CITY                   MIAMI
STATE                  FL
ZIP                    330330000
  MORT                  $  70,000.00 
  BAL                   $        69,415.41 
  RATE                     8.500 
  PAI                   $         689.32 
  CLTV                  78.651 
MATURITY               130127
FEE                    0.5000

LOAN                   0000022023063
LAST_NAME              DOWLING
ADDRESS                820 39TH STREET
CITY                   WEST PALM B
STATE                  FL
ZIP                    334070000
  MORT                  $  18,500.00 
  BAL                   $        18,154.08 
  RATE                   10.990 
  PAI                   $         254.73 
  CLTV                  76.896 
MATURITY               80126
FEE                    0.5000

LOAN                   0000022023071
LAST_NAME              BARRETT
ADDRESS                11590 WALKER AVENUE
CITY                   SEMINOLE
STATE                  FL
ZIP                    337720000
  MORT                  $136,000.00 
  BAL                   $      135,751.71 
  RATE                     8.620 
  PAI                   $      1,057.31 
  CLTV                  79.069 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022023089
LAST_NAME              WILSON
ADDRESS                211 GARDEN LANE
CITY                   LONGWOOD
STATE                  FL
ZIP                    327500000
  MORT                  $136,000.00 
  BAL                   $      135,683.59 
  RATE                     8.750 
  PAI                   $      1,069.91 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022023097
LAST_NAME              POTTS
ADDRESS                816 MONROE STREET
CITY                   ASHLAND
STATE                  OH
ZIP                    448050000
  MORT                  $  52,800.00 
  BAL                   $        52,705.70 
  RATE                     8.620 
  PAI                   $         410.49 
  CLTV                  80.000 
MATURITY               280203
FEE                    0.5000

LOAN                   0000022023121
LAST_NAME              CARTER
ADDRESS                5242 SANTA MONICA BLVD S
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322070000
  MORT                  $  63,500.00 
  BAL                   $        62,728.74 
  RATE                     8.300 
  PAI                   $         617.89 
  CLTV                  70.555 
MATURITY               130116
FEE                    0.5000

LOAN                   0000022023139
LAST_NAME              BLOSS
ADDRESS                900 SW 12TH STREET
CITY                   FORT LAUDER
STATE                  FL
ZIP                    333150000
  MORT                  $  42,400.00 
  BAL                   $        41,936.55 
  RATE                     8.750 
  PAI                   $         423.77 
  CLTV                  80.000 
MATURITY               130116
FEE                    0.5000


                          Page 34
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022023238
LAST_NAME              WILLIAMS
ADDRESS                3385 SPRING PARK WAY
CITY                   SPRING HILL
STATE                  FL
ZIP                    346090000
  MORT                  $107,200.00 
  BAL                   $      106,948.61 
  RATE                     8.800 
  PAI                   $         847.17 
  CLTV                  80.000 
MATURITY               280203
FEE                    0.5000

LOAN                   0000022023253
LAST_NAME              GUILIANO
ADDRESS                48 ATLANTIC STREET
CITY                   CARTERET
STATE                  NJ
ZIP                    070080000
  MORT                  $  93,000.00 
  BAL                   $        92,825.14 
  RATE                     8.950 
  PAI                   $         744.96 
  CLTV                  76.229 
MATURITY               280409
FEE                    0.5000

LOAN                   0000022023261
LAST_NAME              GOODE
ADDRESS                1931 SILVER STREET
CITY                   NEW ALBANY
STATE                  IN
ZIP                    471500000
  MORT                  $  53,600.00 
  BAL                   $        53,476.56 
  RATE                     8.800 
  PAI                   $         423.59 
  CLTV                  80.000 
MATURITY               280116
FEE                    0.5000

LOAN                   0000022023295
LAST_NAME              JAMES
ADDRESS                7804 JOYCE DRIVE
CITY                   LOUISVILLE
STATE                  KY
ZIP                    402190000
  MORT                  $  92,080.00 
  BAL                   $        91,897.48 
  RATE                     9.500 
  PAI                   $         774.26 
  CLTV                  80.000 
MATURITY               280105
FEE                    0.5000

LOAN                   0000022023360
LAST_NAME              COTTRILL
ADDRESS                433 LAMONT AVENUE
CITY                   AKRON
STATE                  OH
ZIP                    443050000
  MORT                  $  81,600.00 
  BAL                   $        81,550.05 
  RATE                     8.450 
  PAI                   $         624.55 
  CLTV                  80.000 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022023386
LAST_NAME              HALL
ADDRESS                2203 E LINEBAUGH AVE
CITY                   TAMPA
STATE                  FL
ZIP                    336120000
  MORT                  $  53,550.00 
  BAL                   $        53,343.76 
  RATE                     9.650 
  PAI                   $         456.15 
  CLTV                  85.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022023410
LAST_NAME              WEBBER
ADDRESS                241 WEST CAROLINA STREET
CITY                   MAXTON
STATE                  NC
ZIP                    283640000
  MORT                  $  40,000.00 
  BAL                   $        39,658.47 
  RATE                     8.800 
  PAI                   $         400.96 
  CLTV                  80.000 
MATURITY               130107
FEE                    0.5000

LOAN                   0000022023436
LAST_NAME              LULICH
ADDRESS                1075 VIRGINIA STREET
CITY                   CALUMET CIT
STATE                  IL
ZIP                    604090000
  MORT                  $  46,500.00 
  BAL                   $        46,500.00 
  RATE                     9.800 
  PAI                   $         401.22 
  CLTV                  75.000 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022023535
LAST_NAME              MCCLENDON
ADDRESS                907 GRANT STREET
CITY                   WEST PALM B
STATE                  FL
ZIP                    334010000
  MORT                  $  42,500.00 
  BAL                   $        42,410.82 
  RATE                     9.250 
  PAI                   $         349.64 
  CLTV                  85.000 
MATURITY               280106
FEE                    0.5000

LOAN                   0000022023543
LAST_NAME              ALLEN
ADDRESS                7820 GLENECHO RD NORTH
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322110000
  MORT                  $  52,500.00 
  BAL                   $        52,100.63 
  RATE                     8.990 
  PAI                   $         422.05 
  CLTV                  42.000 
MATURITY               280120
FEE                    0.5000

LOAN                   0000022023550
LAST_NAME              SMITH
ADDRESS                1402 BERKSHIRE DR
CITY                   BRANDON
STATE                  FL
ZIP                    335090000
  MORT                  $108,000.00 
  BAL                   $      107,794.07 
  RATE                     8.300 
  PAI                   $         815.17 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022023584
LAST_NAME              KLOCKER
ADDRESS                6961 KEARNEY STREET
CITY                   COMMERCE CI
STATE                  CO
ZIP                    800220000
  MORT                  $  27,000.00 
  BAL                   $        26,747.66 
  RATE                   10.490 
  PAI                   $         298.29 
  CLTV                  83.702 
MATURITY               130109
FEE                    0.5000

LOAN                   0000022023618
LAST_NAME              GREENE
ADDRESS                174 MEADOW DRIVE
CITY                   HEBER SPRIN
STATE                  AR
ZIP                    725430000
  MORT                  $115,200.00 
  BAL                   $      115,023.08 
  RATE                     8.800 
  PAI                   $      1,021.72 
  CLTV                  80.000 
MATURITY               180414
FEE                    0.5000

LOAN                   0000022023675
LAST_NAME              WOLFENBERGER
ADDRESS                930 STEPHEN ROAD WEST
CITY                   COLUMBUS
STATE                  OH
ZIP                    432040000
  MORT                  $  64,000.00 
  BAL                   $        63,889.86 
  RATE                     8.800 
  PAI                   $         505.78 
  CLTV                  80.000 
MATURITY               280203
FEE                    0.5000

LOAN                   0000022023717
LAST_NAME              ISHAM
ADDRESS                2356 W BONANZA COURT
CITY                   SOUTH JORDA
STATE                  UT
ZIP                    840950000
  MORT                  $225,000.00 
  BAL                   $      224,570.99 
  RATE                     8.300 
  PAI                   $      1,698.27 
  CLTV                  70.312 
MATURITY               280120
FEE                    0.5000

LOAN                   0000022023741
LAST_NAME              PELOSI
ADDRESS                2 HOLMES COURT
CITY                   HOLMDEL
STATE                  NJ
ZIP                    077330000
  MORT                  $115,250.00 
  BAL                   $      115,061.09 
  RATE                     7.990 
  PAI                   $         844.86 
  CLTV                  36.703 
MATURITY               280408
FEE                    0.5000

LOAN                   0000022023758
LAST_NAME              BROWN
ADDRESS                121 OLD MILL ROAD WEST
CITY                   RICHMOND HI
STATE                  GA
ZIP                    313240000
  MORT                  $  39,570.00 
  BAL                   $        39,570.00 
  RATE                     9.450 
  PAI                   $         412.01 
  CLTV                  70.560 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022023766
LAST_NAME              CROWELL
ADDRESS                7404 ORANGE CREST CIRCLE
CITY                   LAKELAND
STATE                  FL
ZIP                    338090000
  MORT                  $  67,150.00 
  BAL                   $        66,431.51 
  RATE                     8.990 
  PAI                   $         680.68 
  CLTV                  85.000 
MATURITY               130128
FEE                    0.5000

LOAN                   0000022023808
LAST_NAME              BARRETT
ADDRESS                11590 WALKER AVENUE
CITY                   SEMINOLE
STATE                  FL
ZIP                    337720000
  MORT                  $  10,200.00 
  BAL                   $        10,013.59 
  RATE                     9.650 
  PAI                   $         132.82 
  CLTV                  85.000 
MATURITY               80202
FEE                    0.5000

LOAN                   0000022023840
LAST_NAME              BURNS
ADDRESS                603 EASTBROOK LANE
CITY                   TOWN OF BRI
STATE                  NY
ZIP                    146180000
  MORT                  $  65,705.00 
  BAL                   $        65,705.00 
  RATE                     9.500 
  PAI                   $         612.46 
  CLTV                  87.606 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022023857
LAST_NAME              FANEUS
ADDRESS                1157 W AMERICAN AVENUE
CITY                   SALT LAKE C
STATE                  UT
ZIP                    841040000
  MORT                  $  55,000.00 
  BAL                   $        54,322.97 
  RATE                     8.990 
  PAI                   $         625.61 
  CLTV                  69.667 
MATURITY               100202
FEE                    0.5000

LOAN                   0000022023865
LAST_NAME              CARPENTER
ADDRESS                9460 HUBERT MORRIS ROAD
CITY                   WILMER
STATE                  AL
ZIP                    365870000
  MORT                  $  43,000.00 
  BAL                   $        43,000.00 
  RATE                     8.050 
  PAI                   $         361.01 
  CLTV                  55.844 
MATURITY               180518
FEE                    0.5000

LOAN                   0000022023881
LAST_NAME              STARKEY
ADDRESS                7237 S. UNIVERSITY AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606190000
  MORT                  $  54,400.00 
  BAL                   $        54,368.04 
  RATE                     8.650 
  PAI                   $         424.09 
  CLTV                  80.000 
MATURITY               280428
FEE                    0.5000

LOAN                   0000022023899
LAST_NAME              HOOPS
ADDRESS                139 E PARK AVENUE
CITY                   OAKLYN
STATE                  NJ
ZIP                    081070000
  MORT                  $126,400.00 
  BAL                   $      126,339.73 
  RATE                     9.700 
  PAI                   $      1,081.33 
  CLTV                  80.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022023915
LAST_NAME              PINELLE
ADDRESS                6901 W 3500 SOUTH
CITY                   WEST VALLEY
STATE                  UT
ZIP                    841280000
  MORT                  $  74,400.00 
  BAL                   $        74,258.15 
  RATE                     8.300 
  PAI                   $         561.56 
  CLTV                  79.148 
MATURITY               280201
FEE                    0.5000

LOAN                   0000022023923
LAST_NAME              SEITCHIK
ADDRESS                2917 HAMILTON COURT
CITY                   BENSALEM
STATE                  PA
ZIP                    190200000
  MORT                  $  55,000.00 
  BAL                   $        54,769.38 
  RATE                     9.150 
  PAI                   $         448.50 
  CLTV                  47.826 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022023956
LAST_NAME              HALLMAN
ADDRESS                3411 E. 123RD ST.
CITY                   CLEVELAND
STATE                  OH
ZIP                    441200000
  MORT                  $  45,000.00 
  BAL                   $        44,766.42 
  RATE                     8.620 
  PAI                   $         393.94 
  CLTV                  71.428 
MATURITY               180128
FEE                    0.5000

LOAN                   0000022024012
LAST_NAME              WELLS
ADDRESS                3237 SW 126TH TERR
CITY                   ARCHER
STATE                  FL
ZIP                    326180000
  MORT                  $131,200.00 
  BAL                   $      130,962.30 
  RATE                     8.550 
  PAI                   $      1,013.47 
  CLTV                  80.000 
MATURITY               280128
FEE                    0.5000

LOAN                   0000022024038
LAST_NAME              BOVA
ADDRESS                2 FRANCIS WYMAN ROAD
CITY                   BURLINGTON
STATE                  MA
ZIP                    018030000
  MORT                  $  34,000.00 
  BAL                   $        33,880.50 
  RATE                     9.900 
  PAI                   $         295.86 
  CLTV                  74.915 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022024046
LAST_NAME              DENTON
ADDRESS                22 STAMEY RD
CITY                   CANDLER
STATE                  NC
ZIP                    287150000
  MORT                  $  72,000.00 
  BAL                   $        71,311.57 
  RATE                   10.240 
  PAI                   $         784.32 
  CLTV                  80.000 
MATURITY               130112
FEE                    0.5000

LOAN                   0000022024061
LAST_NAME              DELAY
ADDRESS                17739 GREENSBORO STREET
CITY                   SPRING HILL
STATE                  FL
ZIP                    346100000
  MORT                  $  36,600.00 
  BAL                   $        36,409.29 
  RATE                     9.200 
  PAI                   $         375.59 
  CLTV                  70.384 
MATURITY               130403
FEE                    0.5000

LOAN                   0000022024079
LAST_NAME              WALDEN
ADDRESS                3202 E DELEUIL AVENUE
CITY                   TAMPA
STATE                  FL
ZIP                    336100000
  MORT                  $  40,800.00 
  BAL                   $        40,443.60 
  RATE                     7.990 
  PAI                   $         389.67 
  CLTV                  80.000 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022024095
LAST_NAME              GAGLIONE
ADDRESS                21100 NICHOLAS AVE
CITY                   EUCLID
STATE                  OH
ZIP                    441230000
  MORT                  $  75,200.00 
  BAL                   $        75,065.72 
  RATE                     8.620 
  PAI                   $         584.63 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022024145
LAST_NAME              BROOKS
ADDRESS                7 CHOPTANK COURT
CITY                   CAMBRIDGE
STATE                  MD
ZIP                    216130000
  MORT                  $  68,000.00 
  BAL                   $        67,800.28 
  RATE                     9.950 
  PAI                   $         594.24 
  CLTV                  85.000 
MATURITY               130319
FEE                    0.5000

LOAN                   0000022024186
LAST_NAME              TAYLOR
ADDRESS                152 WINTER STREET
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103010000
  MORT                  $108,000.00 
  BAL                   $      107,893.32 
  RATE                     9.500 
  PAI                   $         908.13 
  CLTV                  80.000 
MATURITY               280304
FEE                    0.5000

LOAN                   0000022024228
LAST_NAME              LLOYD
ADDRESS                1410 OAKLEY STREET
CITY                   BRONX
STATE                  NY
ZIP                    104690000
  MORT                  $150,000.00 
  BAL                   $      149,917.89 
  RATE                     8.990 
  PAI                   $      1,205.86 
  CLTV                  71.428 
MATURITY               280408
FEE                    0.5000

LOAN                   0000022024269
LAST_NAME              MCGLOCKLIN
ADDRESS                 RT 3 BOX 80
CITY                   CREWE
STATE                  VA
ZIP                    239300000
  MORT                  $  93,000.00 
  BAL                   $        92,907.17 
  RATE                     9.450 
  PAI                   $         778.61 
  CLTV                  78.481 
MATURITY               130305
FEE                    0.5000

LOAN                   0000022024301
LAST_NAME              WARREN
ADDRESS                 ROUTE 2 BOX 545
CITY                   DUNN
STATE                  NC
ZIP                    283340000
  MORT                  $  77,400.00 
  BAL                   $        77,228.18 
  RATE                   10.900 
  PAI                   $         874.87 
  CLTV                  81.473 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022024319
LAST_NAME              MESSAM
ADDRESS                119-44 164TH STREET
CITY                   JAMAICA
STATE                  NY
ZIP                    114340000
  MORT                  $144,000.00 
  BAL                   $      143,488.70 
  RATE                     8.500 
  PAI                   $      1,249.67 
  CLTV                  80.000 
MATURITY               180227
FEE                    0.5000

LOAN                   0000022024327
LAST_NAME              ROBINSON
ADDRESS                11471 DAYTONA CT.
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322180000
  MORT                  $147,200.00 
  BAL                   $      146,921.38 
  RATE                     8.600 
  PAI                   $      1,142.29 
  CLTV                  86.588 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022024335
LAST_NAME              SCOTT
ADDRESS                764 ALBANY AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112030000
  MORT                  $200,000.00 
  BAL                   $      199,890.52 
  RATE                     8.990 
  PAI                   $      1,607.81 
  CLTV                  80.000 
MATURITY               280310
FEE                    0.5000


                          Page 35
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022024392
LAST_NAME              ROSALES
ADDRESS                114-50 201 ST STREET
CITY                   ST. ALBANS
STATE                  NY
ZIP                    114120000
  MORT                  $  93,000.00 
  BAL                   $        92,820.87 
  RATE                     8.250 
  PAI                   $         698.68 
  CLTV                  68.382 
MATURITY               280212
FEE                    0.5000

LOAN                   0000022024418
LAST_NAME              WALKER
ADDRESS                1209 E FEDERAL STREET
CITY                   BALTIMORE
STATE                  MD
ZIP                    212020000
  MORT                  $  44,000.00 
  BAL                   $        43,978.97 
  RATE                     9.790 
  PAI                   $         379.32 
  CLTV                  80.000 
MATURITY               280326
FEE                    0.5000

LOAN                   0000022024442
LAST_NAME              ROBERTSON
ADDRESS                131 WALL STREET
CITY                   REDINGTON S
STATE                  FL
ZIP                    337080000
  MORT                  $118,400.00 
  BAL                   $      118,268.81 
  RATE                     8.950 
  PAI                   $         948.42 
  CLTV                  80.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022024541
LAST_NAME              JAMES
ADDRESS                1338 ROBERTS PLACE
CITY                   COLUMBUS
STATE                  OH
ZIP                    432070000
  MORT                  $  63,750.00 
  BAL                   $        63,654.55 
  RATE                     9.000 
  PAI                   $         573.58 
  CLTV                  85.000 
MATURITY               180421
FEE                    0.5000

LOAN                   0000022024590
LAST_NAME              BARTER
ADDRESS                12763 COUNTY ROAD 1
CITY                   FAIRHOPE
STATE                  AL
ZIP                    365320000
  MORT                  $125,000.00 
  BAL                   $      124,942.29 
  RATE                     9.800 
  PAI                   $      1,078.54 
  CLTV                  57.870 
MATURITY               280415
FEE                    0.5000

LOAN                   0000022024673
LAST_NAME              JACKLIN
ADDRESS                2319 FREEMASON STREET
CITY                   LAKELAND
STATE                  FL
ZIP                    338010000
  MORT                  $  28,400.00 
  BAL                   $        27,943.67 
  RATE                     8.490 
  PAI                   $         351.97 
  CLTV                  55.594 
MATURITY               80128
FEE                    0.5000

LOAN                   0000022024681
LAST_NAME              VAZQUEZ
ADDRESS                6910 W CLIFTON STREET
CITY                   TAMPA
STATE                  FL
ZIP                    336340000
  MORT                  $  33,000.00 
  BAL                   $        32,283.08 
  RATE                     8.300 
  PAI                   $         405.63 
  CLTV                  56.896 
MATURITY               80122
FEE                    0.5000

LOAN                   0000022024699
LAST_NAME              DAGGS
ADDRESS                160 BALLSTON AVENUE
CITY                   SARATOGA SP
STATE                  NY
ZIP                    128660000
  MORT                  $  57,500.00 
  BAL                   $        57,310.09 
  RATE                     8.250 
  PAI                   $         489.94 
  CLTV                  71.875 
MATURITY               180310
FEE                    0.5000

LOAN                   0000022024715
LAST_NAME              LONGO,III
ADDRESS                8 QUAKER LANE
CITY                   SWANSEA
STATE                  MA
ZIP                    027770000
  MORT                  $180,900.00 
  BAL                   $      180,806.22 
  RATE                     9.250 
  PAI                   $      1,488.22 
  CLTV                  75.690 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022024772
LAST_NAME              MOORE
ADDRESS                853 MERRITT ROAD
CITY                   LAKE ORION
STATE                  MI
ZIP                    483620000
  MORT                  $  46,000.00 
  BAL                   $        45,522.53 
  RATE                     8.990 
  PAI                   $         582.46 
  CLTV                  47.916 
MATURITY               80224
FEE                    0.5000

LOAN                   0000022024806
LAST_NAME              BUFFORD
ADDRESS                140 JOHNNY BENOIT ROAD
CITY                   HACKBERRY
STATE                  LA
ZIP                    706450000
  MORT                  $  30,000.00 
  BAL                   $        30,000.00 
  RATE                     9.450 
  PAI                   $         312.37 
  CLTV                  69.582 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022024848
LAST_NAME              MCCOY
ADDRESS                519 GRIFFITH DRIVE
CITY                   PALMETTO
STATE                  GA
ZIP                    302680000
  MORT                  $  38,700.00 
  BAL                   $        38,508.35 
  RATE                     9.750 
  PAI                   $         506.09 
  CLTV                  59.538 
MATURITY               80316
FEE                    0.5000

LOAN                   0000022024889
LAST_NAME              JUNG
ADDRESS                3711 S 4445 WEST
CITY                   WEST VALLEY
STATE                  UT
ZIP                    841200000
  MORT                  $  53,000.00 
  BAL                   $        52,645.32 
  RATE                     8.850 
  PAI                   $         532.84 
  CLTV                  51.456 
MATURITY               130313
FEE                    0.5000

LOAN                   0000022024913
LAST_NAME              RUCKER
ADDRESS                54 RUSLING PLACE
CITY                   BRIDGEPORT
STATE                  CT
ZIP                    066040000
  MORT                  $124,000.00 
  BAL                   $      124,000.00 
  RATE                     7.950 
  PAI                   $         905.55 
  CLTV                  80.000 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022024939
LAST_NAME              HUTCHESON
ADDRESS                142 TOTTEN DRIVE
CITY                   GREENWOOD
STATE                  IN
ZIP                    461430000
  MORT                  $  45,500.00 
  BAL                   $        45,101.15 
  RATE                     7.950 
  PAI                   $         433.51 
  CLTV                  55.487 
MATURITY               130217
FEE                    0.5000

LOAN                   0000022024954
LAST_NAME              WILLIAMS
ADDRESS                1909 W LINDEN
CITY                   SOUTH BEND
STATE                  IN
ZIP                    466280000
  MORT                  $  34,000.00 
  BAL                   $        33,908.10 
  RATE                     8.750 
  PAI                   $         339.82 
  CLTV                  63.079 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022024988
LAST_NAME              BENNETT
ADDRESS                314 LOVE AND CARE ROAD
CITY                   SIX MILE
STATE                  SC
ZIP                    296820000
  MORT                  $  45,900.00 
  BAL                   $        45,724.09 
  RATE                   10.300 
  PAI                   $         452.11 
  CLTV                  85.000 
MATURITY               180206
FEE                    0.5000

LOAN                   0000022024996
LAST_NAME              SCOTT
ADDRESS                403 E MAIN STREET
CITY                   CLEVELAND
STATE                  NC
ZIP                    270130000
  MORT                  $  51,000.00 
  BAL                   $        50,882.96 
  RATE                   11.100 
  PAI                   $         529.90 
  CLTV                  85.000 
MATURITY               180219
FEE                    0.5000

LOAN                   0000022025027
LAST_NAME              WHITE
ADDRESS                5325 W 36TH STREET
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462240000
  MORT                  $  56,500.00 
  BAL                   $        56,206.72 
  RATE                     7.900 
  PAI                   $         469.08 
  CLTV                  73.376 
MATURITY               180224
FEE                    0.5000

LOAN                   0000022025050
LAST_NAME              MALKUIAN
ADDRESS                1115 MONTEREY COURT
CITY                   TOLEDO
STATE                  OH
ZIP                    436090000
  MORT                  $  24,500.00 
  BAL                   $        24,237.21 
  RATE                     8.990 
  PAI                   $         248.35 
  CLTV                  70.000 
MATURITY               130116
FEE                    0.5000

LOAN                   0000022025068
LAST_NAME              HERBST
ADDRESS                4364 MOUNTS ROAD
CITY                   ALEXANDRIA
STATE                  OH
ZIP                    430010000
  MORT                  $105,300.00 
  BAL                   $      104,520.89 
  RATE                     9.850 
  PAI                   $      1,121.92 
  CLTV                  90.000 
MATURITY               130221
FEE                    0.5000

LOAN                   0000022025118
LAST_NAME              PEARMAN
ADDRESS                7003 RUBIO AVENUE
CITY                   VAN NUYS
STATE                  CA
ZIP                    914060000
  MORT                  $  33,900.00 
  BAL                   $        33,538.35 
  RATE                     8.500 
  PAI                   $         420.31 
  CLTV                  18.524 
MATURITY               80313
FEE                    0.5000

LOAN                   0000022025134
LAST_NAME              JOHNSON
ADDRESS                10501 SHALE AVENUE
CITY                   CLEVELAND
STATE                  OH
ZIP                    441040000
  MORT                  $  31,000.00 
  BAL                   $        30,842.64 
  RATE                     9.490 
  PAI                   $         323.53 
  CLTV                  49.600 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022025142
LAST_NAME              WILSON
ADDRESS                699 BRIDGETON AVENUE
CITY                   BRIDGETON
STATE                  NJ
ZIP                    083020000
  MORT                  $101,800.00 
  BAL                   $      101,746.67 
  RATE                     9.200 
  PAI                   $         833.80 
  CLTV                  59.882 
MATURITY               280417
FEE                    0.5000

LOAN                   0000022025167
LAST_NAME              HIPPS
ADDRESS                79 NEWFOUND STREET
CITY                   CANTON
STATE                  NC
ZIP                    287160000
  MORT                  $  67,200.00 
  BAL                   $        66,967.92 
  RATE                     7.890 
  PAI                   $         557.50 
  CLTV                  80.000 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022025209
LAST_NAME              OSANI
ADDRESS                60 KANE PLACE
CITY                   NORTH BABYL
STATE                  NY
ZIP                    117030000
  MORT                  $  42,800.00 
  BAL                   $        42,662.99 
  RATE                     8.500 
  PAI                   $         371.43 
  CLTV                  30.681 
MATURITY               180318
FEE                    0.5000

LOAN                   0000022025258
LAST_NAME              CLARK
ADDRESS                124 E. 21ST STREET
CITY                   CITY OF PAT
STATE                  NJ
ZIP                    075130000
  MORT                  $126,800.00 
  BAL                   $      126,314.08 
  RATE                   10.300 
  PAI                   $      1,248.96 
  CLTV                  83.421 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022025274
LAST_NAME              MEKKELSON
ADDRESS                1108 FLAGSTONE DRIVE
CITY                   DAYTONA BEA
STATE                  FL
ZIP                    321180000
  MORT                  $  64,000.00 
  BAL                   $        63,964.67 
  RATE                     8.950 
  PAI                   $         512.66 
  CLTV                  63.054 
MATURITY               280420
FEE                    0.5000

LOAN                   0000022025316
LAST_NAME              USSERY
ADDRESS                2609 FRANKLIN STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200180000
  MORT                  $  66,000.00 
  BAL                   $        65,926.87 
  RATE                     8.950 
  PAI                   $         528.68 
  CLTV                  70.212 
MATURITY               280309
FEE                    0.5000

LOAN                   0000022025340
LAST_NAME              POTTER
ADDRESS                9215 PLANK ROAD
CITY                   REMSEN
STATE                  NY
ZIP                    134380000
  MORT                  $  38,900.00 
  BAL                   $        38,688.95 
  RATE                     8.750 
  PAI                   $         388.79 
  CLTV                  59.846 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022025357
LAST_NAME              RILEY
ADDRESS                4827 SINCLAIR LANE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212060000
  MORT                  $  52,000.00 
  BAL                   $        51,703.99 
  RATE                     8.250 
  PAI                   $         504.48 
  CLTV                  80.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022025373
LAST_NAME              BATES
ADDRESS                2141 S POLLARD STREET
CITY                   ARLINGTON
STATE                  VA
ZIP                    222040000
  MORT                  $  76,000.00 
  BAL                   $        75,928.79 
  RATE                     9.750 
  PAI                   $         652.96 
  CLTV                  70.370 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022025399
LAST_NAME              MASON
ADDRESS                3426 24TH STREET SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200030000
  MORT                  $  55,300.00 
  BAL                   $        55,249.27 
  RATE                     9.850 
  PAI                   $         479.18 
  CLTV                  70.000 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022025415
LAST_NAME              SMITH
ADDRESS                5104 FLINTRIDGE DRIVE
CITY                   LANDOVER HI
STATE                  MD
ZIP                    207840000
  MORT                  $  67,700.00 
  BAL                   $        67,619.17 
  RATE                   10.750 
  PAI                   $         687.31 
  CLTV                  79.647 
MATURITY               180317
FEE                    0.5000

LOAN                   0000022025449
LAST_NAME              BAILEY
ADDRESS                160 FORRESTER STREET SW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200320000
  MORT                  $  31,800.00 
  BAL                   $        31,721.19 
  RATE                   10.500 
  PAI                   $         317.49 
  CLTV                  42.400 
MATURITY               180313
FEE                    0.5000

LOAN                   0000022025472
LAST_NAME              LOCKE
ADDRESS                12551 6495 ROAD
CITY                   MONTROSE
STATE                  CO
ZIP                    814010000
  MORT                  $  15,000.00 
  BAL                   $        14,843.95 
  RATE                     8.950 
  PAI                   $         189.61 
  CLTV                  22.222 
MATURITY               80227
FEE                    0.5000

LOAN                   0000022025506
LAST_NAME              MORRIS
ADDRESS                668 THIRD STREET SW
CITY                   WARREN
STATE                  OH
ZIP                    444830000
  MORT                  $  12,222.00 
  BAL                   $        11,893.31 
  RATE                     8.600 
  PAI                   $         251.35 
  CLTV                  31.338 
MATURITY               30302
FEE                    0.5000

LOAN                   0000022025522
LAST_NAME              PEARSON
ADDRESS                8390 E 21ST STREET
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462190000
  MORT                  $108,000.00 
  BAL                   $      107,875.56 
  RATE                   10.700 
  PAI                   $      1,004.11 
  CLTV                  90.225 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022025530
LAST_NAME              SPANGLER
ADDRESS                615 MERTON AVENUE
CITY                   AKRON
STATE                  OH
ZIP                    443060000
  MORT                  $  46,800.00 
  BAL                   $        46,778.16 
  RATE                     9.750 
  PAI                   $         402.09 
  CLTV                  85.090 
MATURITY               280421
FEE                    0.5000

LOAN                   0000022025548
LAST_NAME              SILVER
ADDRESS                7416 1ST AVENUE
CITY                   HAMILTON TW
STATE                  NJ
ZIP                    083300000
  MORT                  $  64,600.00 
  BAL                   $        64,553.63 
  RATE                   10.990 
  PAI                   $         614.71 
  CLTV                  85.000 
MATURITY               130226
FEE                    0.5000

LOAN                   0000022025555
LAST_NAME              COX
ADDRESS                2117 LANE AVE
CITY                   ELKHART
STATE                  IN
ZIP                    465170000
  MORT                  $  22,330.00 
  BAL                   $        22,088.43 
  RATE                     8.250 
  PAI                   $         273.89 
  CLTV                  35.000 
MATURITY               80311
FEE                    0.5000


                          Page 36
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022025563
LAST_NAME              FERNANDEZ
ADDRESS                5153 FOWLER AVENUE
CITY                   CLEVELAND
STATE                  OH
ZIP                    441270000
  MORT                  $  54,000.00 
  BAL                   $        53,756.67 
  RATE                   10.790 
  PAI                   $         606.67 
  CLTV                  88.888 
MATURITY               130306
FEE                    0.5000

LOAN                   0000022025613
LAST_NAME              HAMMER
ADDRESS                9612 CHEROKEE
CITY                   TAYLOR
STATE                  MI
ZIP                    481800000
  MORT                  $  34,000.00 
  BAL                   $        33,663.30 
  RATE                     8.750 
  PAI                   $         339.82 
  CLTV                  73.913 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022025621
LAST_NAME              VANN
ADDRESS                30 SKYLARK DRIVE
CITY                   NORTHFORD
STATE                  CT
ZIP                    064720000
  MORT                  $120,000.00 
  BAL                   $      120,000.00 
  RATE                     9.300 
  PAI                   $         991.56 
  CLTV                  80.000 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022025639
LAST_NAME              RODRIGUEZ
ADDRESS                35 PROSPECT AVENUE
CITY                   BRENTWOOD
STATE                  NY
ZIP                    117170000
  MORT                  $  99,000.00 
  BAL                   $        98,885.68 
  RATE                     8.750 
  PAI                   $         778.83 
  CLTV                  75.000 
MATURITY               280319
FEE                    0.5000

LOAN                   0000022025688
LAST_NAME              OWENS
ADDRESS                1007 W 14TH STREET
CITY                   LAKELAND
STATE                  FL
ZIP                    338050000
  MORT                  $  47,200.00 
  BAL                   $        46,696.47 
  RATE                     8.500 
  PAI                   $         585.21 
  CLTV                  80.000 
MATURITY               80317
FEE                    0.5000

LOAN                   0000022025696
LAST_NAME              WALKER
ADDRESS                712 CYNTHIA DRIVE
CITY                   JEFFERSON C
STATE                  TN
ZIP                    377600000
  MORT                  $  71,200.00 
  BAL                   $        70,965.73 
  RATE                     9.200 
  PAI                   $         649.80 
  CLTV                  80.000 
MATURITY               180228
FEE                    0.5000

LOAN                   0000022025712
LAST_NAME              LAWRENCE
ADDRESS                11803 -11805 SAYWELL AVEN
CITY                   CLEVELAND
STATE                  OH
ZIP                    441080000
  MORT                  $  50,000.00 
  BAL                   $        49,855.32 
  RATE                     9.300 
  PAI                   $         459.56 
  CLTV                  80.000 
MATURITY               180309
FEE                    0.5000

LOAN                   0000022025720
LAST_NAME              MONTGOMERY
ADDRESS                406 JAMES AVENUE
CITY                   HARTSVILLE
STATE                  SC
ZIP                    295500000
  MORT                  $  41,400.00 
  BAL                   $        41,400.00 
  RATE                     9.800 
  PAI                   $         439.84 
  CLTV                  90.000 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022025738
LAST_NAME              JOHNSON
ADDRESS                7142 HARLOW ROAD
CITY                   HIGHPOINT
STATE                  NC
ZIP                    272630000
  MORT                  $  48,750.00 
  BAL                   $        48,725.50 
  RATE                     9.400 
  PAI                   $         406.37 
  CLTV                  75.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022025753
LAST_NAME              PANDOLFI
ADDRESS                35 BORDEAUX DRIVE
CITY                   PARSIPPANY
STATE                  NJ
ZIP                    070540000
  MORT                  $216,700.00 
  BAL                   $      216,494.81 
  RATE                     9.700 
  PAI                   $      1,853.84 
  CLTV                  84.980 
MATURITY               130220
FEE                    0.5000

LOAN                   0000022025761
LAST_NAME              SCHMIDT
ADDRESS                8849 KENNEDY ROAD
CITY                   YORKVILLE
STATE                  IL
ZIP                    605600000
  MORT                  $129,600.00 
  BAL                   $      129,517.35 
  RATE                     8.250 
  PAI                   $         973.65 
  CLTV                  80.000 
MATURITY               280427
FEE                    0.5000

LOAN                   0000022025779
LAST_NAME              DICKENS
ADDRESS                1074 MERCER AVENUE
CITY                   AKRON
STATE                  OH
ZIP                    443200000
  MORT                  $  48,000.00 
  BAL                   $        47,877.10 
  RATE                     9.350 
  PAI                   $         496.90 
  CLTV                  80.000 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022025852
LAST_NAME              NOE
ADDRESS                638 DUNCAN STREET
CITY                   EDINBURGH
STATE                  IN
ZIP                    461240000
  MORT                  $  41,600.00 
  BAL                   $        41,523.60 
  RATE                     8.500 
  PAI                   $         319.87 
  CLTV                  80.000 
MATURITY               130214
FEE                    0.5000

LOAN                   0000022025886
LAST_NAME              SYMON
ADDRESS                726 IRISH ROAD
CITY                   DUNDEE
STATE                  MI
ZIP                    481310000
  MORT                  $  67,500.00 
  BAL                   $        67,160.93 
  RATE                     9.550 
  PAI                   $         570.05 
  CLTV                  90.000 
MATURITY               130303
FEE                    0.5000

LOAN                   0000022025969
LAST_NAME              STEPHENSON
ADDRESS                2806 8TH STREET
CITY                   EAST MOLINE
STATE                  IL
ZIP                    612440000
  MORT                  $  62,200.00 
  BAL                   $        61,990.60 
  RATE                     8.500 
  PAI                   $         539.79 
  CLTV                  77.750 
MATURITY               180326
FEE                    0.5000

LOAN                   0000022025977
LAST_NAME              SMALLING
ADDRESS                405 W MAIN STREET
CITY                   BABYLON
STATE                  NY
ZIP                    117020000
  MORT                  $100,000.00 
  BAL                   $        98,805.93 
  RATE                     8.500 
  PAI                   $         867.82 
  CLTV                  76.923 
MATURITY               180316
FEE                    0.5000

LOAN                   0000022025985
LAST_NAME              YORKIS
ADDRESS                8 CIRCLE DRIVE
CITY                   EARLVILLE
STATE                  IL
ZIP                    605180000
  MORT                  $  81,000.00 
  BAL                   $        80,616.25 
  RATE                   10.250 
  PAI                   $         882.87 
  CLTV                  90.000 
MATURITY               130218
FEE                    0.5000

LOAN                   0000022026009
LAST_NAME              YATES
ADDRESS                3305 W COUNTRY N. ROAD #3
CITY                   NORTH VERNO
STATE                  IN
ZIP                    472650000
  MORT                  $  44,500.00 
  BAL                   $        44,357.56 
  RATE                     8.500 
  PAI                   $         386.18 
  CLTV                  64.963 
MATURITY               180318
FEE                    0.5000

LOAN                   0000022026017
LAST_NAME              LEE
ADDRESS                1316 AVENUE V
CITY                   BROOKLYN
STATE                  NY
ZIP                    112290000
  MORT                  $199,000.00 
  BAL                   $      198,803.46 
  RATE                     9.500 
  PAI                   $      1,673.30 
  CLTV                  63.174 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022026033
LAST_NAME              DIPERI
ADDRESS                28 OLD LASHER ROAD
CITY                   SAUGERTIES
STATE                  NY
ZIP                    124770000
  MORT                  $  56,000.00 
  BAL                   $        55,826.27 
  RATE                     8.750 
  PAI                   $         494.88 
  CLTV                  80.000 
MATURITY               180326
FEE                    0.5000

LOAN                   0000022026066
LAST_NAME              WILLINGHAM
ADDRESS                818 W 6TH STREET
CITY                   MISHAWAKA
STATE                  IN
ZIP                    465440000
  MORT                  $  24,000.00 
  BAL                   $        23,799.34 
  RATE                     9.990 
  PAI                   $         231.45 
  CLTV                  65.297 
MATURITY               180226
FEE                    0.5000

LOAN                   0000022026074
LAST_NAME              JUSTICE
ADDRESS                120 E 3RD STREET
CITY                   LEHIGH
STATE                  FL
ZIP                    339360000
  MORT                  $  41,000.00 
  BAL                   $        40,657.31 
  RATE                     8.490 
  PAI                   $         403.50 
  CLTV                  78.846 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022026082
LAST_NAME              HARRIS
ADDRESS                2412 WALKER AVENUE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462030000
  MORT                  $  37,600.00 
  BAL                   $        37,409.32 
  RATE                     9.500 
  PAI                   $         392.63 
  CLTV                  80.000 
MATURITY               130312
FEE                    0.5000

LOAN                   0000022026090
LAST_NAME              KUKURKA
ADDRESS                212 MIRACLE ROAD
CITY                   TROY
STATE                  MI
ZIP                    480840000
  MORT                  $  36,700.00 
  BAL                   $        36,609.04 
  RATE                   10.500 
  PAI                   $         366.41 
  CLTV                  70.325 
MATURITY               180316
FEE                    0.5000

LOAN                   0000022026132
LAST_NAME              GUENOT
ADDRESS                7 DOUGLAS DRIVE
CITY                   WATERLOO
STATE                  NY
ZIP                    131650000
  MORT                  $  45,500.00 
  BAL                   $        45,271.45 
  RATE                     9.500 
  PAI                   $         588.76 
  CLTV                  82.727 
MATURITY               80304
FEE                    0.5000

LOAN                   0000022026157
LAST_NAME              DELUCA
ADDRESS                16 BERKSHIRE ROAD
CITY                   SCITUATE
STATE                  MA
ZIP                    020600000
  MORT                  $  16,300.00 
  BAL                   $        15,944.94 
  RATE                     9.500 
  PAI                   $         210.92 
  CLTV                    7.951 
MATURITY               80309
FEE                    0.5000

LOAN                   0000022026165
LAST_NAME              STANLEY
ADDRESS                2973 WEST ALICE WAY
CITY                   WEST VALLEY
STATE                  UT
ZIP                    841190000
  MORT                  $  10,820.00 
  BAL                   $        10,820.00 
  RATE                   10.200 
  PAI                   $         117.60 
  CLTV                  85.000 
MATURITY               130528
FEE                    0.5000

LOAN                   0000022026173
LAST_NAME              BLACKSTOCK
ADDRESS                1013 POTTER AVE
CITY                   BESSEMER
STATE                  AL
ZIP                    350200000
  MORT                  $  21,800.00 
  BAL                   $        21,008.88 
  RATE                   12.850 
  PAI                   $         494.35 
  CLTV                  78.741 
MATURITY               30115
FEE                    0.5000

LOAN                   0000022026181
LAST_NAME              MCCANN
ADDRESS                353 MAYNARD DRIVE
CITY                   AMHERST
STATE                  NY
ZIP                    142260000
  MORT                  $  20,100.00 
  BAL                   $        20,005.47 
  RATE                   10.650 
  PAI                   $         272.92 
  CLTV                  84.264 
MATURITY               80309
FEE                    0.5000

LOAN                   0000022026207
LAST_NAME              BLANKENSHIP
ADDRESS                3629 N NC HWY 16
CITY                   MILLERS CRE
STATE                  NC
ZIP                    286510000
  MORT                  $  45,050.00 
  BAL                   $        45,015.85 
  RATE                   11.100 
  PAI                   $         432.43 
  CLTV                  85.000 
MATURITY               130217
FEE                    0.5000

LOAN                   0000022026215
LAST_NAME              CALDWELL
ADDRESS                16028 CANYON RIDGE ROAD
CITY                   LEO
STATE                  IN
ZIP                    467650000
  MORT                  $  96,000.00 
  BAL                   $        95,745.79 
  RATE                     9.990 
  PAI                   $         925.78 
  CLTV                  63.157 
MATURITY               180316
FEE                    0.5000

LOAN                   0000022026280
LAST_NAME              GIPSON
ADDRESS                6901 MAPLE ST
CITY                   STOCKWELL
STATE                  IN
ZIP                    479830000
  MORT                  $  67,500.00 
  BAL                   $        67,438.74 
  RATE                     9.900 
  PAI                   $         587.38 
  CLTV                  90.000 
MATURITY               280302
FEE                    0.5000

LOAN                   0000022026306
LAST_NAME              PLAIN
ADDRESS                110 HICKORY STREET
CITY                   WEST HAVEN
STATE                  CT
ZIP                    065160000
  MORT                  $  86,000.00 
  BAL                   $        85,892.16 
  RATE                     8.350 
  PAI                   $         652.15 
  CLTV                  69.918 
MATURITY               280304
FEE                    0.5000

LOAN                   0000022026322
LAST_NAME              BIELSKI
ADDRESS                1 SLOPE DRIVE
CITY                   MANSFIELD
STATE                  NJ
ZIP                    078400000
  MORT                  $  40,000.00 
  BAL                   $        37,566.50 
  RATE                     8.750 
  PAI                   $         399.78 
  CLTV                  25.806 
MATURITY               130312
FEE                    0.5000

LOAN                   0000022026330
LAST_NAME              KRUGER
ADDRESS                768 MIDLINE ROAD
CITY                   AMSTERDAM
STATE                  NY
ZIP                    120100000
  MORT                  $  40,900.00 
  BAL                   $        40,614.51 
  RATE                   10.500 
  PAI                   $         452.11 
  CLTV                  66.236 
MATURITY               130312
FEE                    0.5000

LOAN                   0000022026355
LAST_NAME              BRINKLEY
ADDRESS                6230 E CHARTER OAK ROAD
CITY                   SCOTTSDALE
STATE                  AZ
ZIP                    857540000
  MORT                  $  57,000.00 
  BAL                   $        56,849.07 
  RATE                     9.990 
  PAI                   $         549.68 
  CLTV                  69.950 
MATURITY               180319
FEE                    0.5000

LOAN                   0000022026397
LAST_NAME              MCCOOL
ADDRESS                12616 PORTGAGE WAY
CITY                   FISHERS
STATE                  IN
ZIP                    460380000
  MORT                  $170,000.00 
  BAL                   $      169,746.87 
  RATE                     7.500 
  PAI                   $      1,188.67 
  CLTV                  73.593 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022026405
LAST_NAME              REDMER
ADDRESS                34 W MORRIS ROAD
CITY                   BANTAM
STATE                  CT
ZIP                    067500000
  MORT                  $109,700.00 
  BAL                   $      109,700.00 
  RATE                     8.350 
  PAI                   $         831.86 
  CLTV                  77.253 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022026421
LAST_NAME              EPPS
ADDRESS                1532 BRYSON STREET
CITY                   YOUNGSTOWN
STATE                  OH
ZIP                    445050000
  MORT                  $  28,000.00 
  BAL                   $        27,848.75 
  RATE                     8.800 
  PAI                   $         280.68 
  CLTV                  80.000 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022026439
LAST_NAME              SMITH
ADDRESS                6119 WOODMONT AVENUE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452130000
  MORT                  $  23,420.00 
  BAL                   $        23,392.94 
  RATE                     8.750 
  PAI                   $         184.25 
  CLTV                  30.415 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022026462
LAST_NAME              SALLA
ADDRESS                308 N CLINTON
CITY                   BOSWELL
STATE                  IN
ZIP                    479210000
  MORT                  $  44,000.00 
  BAL                   $        43,947.03 
  RATE                     8.550 
  PAI                   $         339.89 
  CLTV                  80.000 
MATURITY               280323
FEE                    0.5000


                          Page 37
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022026488
LAST_NAME              FAZZINGO
ADDRESS                85 ROME SCHOOL ROAD
CITY                   JOHNSON
STATE                  NY
ZIP                    109330000
  MORT                  $113,900.00 
  BAL                   $      113,798.60 
  RATE                     9.990 
  PAI                   $         998.71 
  CLTV                  85.000 
MATURITY               280320
FEE                    0.5000

LOAN                   0000022026512
LAST_NAME              CYR
ADDRESS                19 JOYCE AVENUE
CITY                   MASSAPEQUA
STATE                  NY
ZIP                    117580000
  MORT                  $103,500.00 
  BAL                   $      103,182.94 
  RATE                     8.850 
  PAI                   $         921.26 
  CLTV                  73.404 
MATURITY               180312
FEE                    0.5000

LOAN                   0000022026546
LAST_NAME              RODGERS
ADDRESS                1234 THOMPSON AVENUE
CITY                   SEVERN
STATE                  MD
ZIP                    211440000
  MORT                  $  46,150.00 
  BAL                   $        45,927.41 
  RATE                   10.050 
  PAI                   $         497.34 
  CLTV                  79.922 
MATURITY               130311
FEE                    0.5000

LOAN                   0000022026561
LAST_NAME              TURNER
ADDRESS                116-11 127TH STREET
CITY                   SOUTH OZONE
STATE                  NY
ZIP                    114200000
  MORT                  $104,000.00 
  BAL                   $      103,646.11 
  RATE                     8.350 
  PAI                   $         892.69 
  CLTV                  52.000 
MATURITY               180302
FEE                    0.5000

LOAN                   0000022026587
LAST_NAME              COLEMAN
ADDRESS                5242 GALAWAY DRIVE
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282150000
  MORT                  $  79,800.00 
  BAL                   $        79,386.06 
  RATE                     9.250 
  PAI                   $         821.30 
  CLTV                  84.893 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022026694
LAST_NAME              REYNOLDS
ADDRESS                1260 YUBA STREET
CITY                   AURORA
STATE                  CO
ZIP                    800110000
  MORT                  $  44,300.00 
  BAL                   $        43,833.95 
  RATE                     8.750 
  PAI                   $         555.20 
  CLTV                  46.145 
MATURITY               80313
FEE                    0.5000

LOAN                   0000022026702
LAST_NAME              SCHUMAKER
ADDRESS                539 LAURELTON ROAD
CITY                   ROCHESTER
STATE                  NY
ZIP                    146090000
  MORT                  $  65,700.00 
  BAL                   $        65,502.26 
  RATE                     8.990 
  PAI                   $         590.70 
  CLTV                  75.517 
MATURITY               180310
FEE                    0.5000

LOAN                   0000022026710
LAST_NAME              WYCHE
ADDRESS                812 SOUTH AVENUE
CITY                   NEWPORT NEW
STATE                  VA
ZIP                    236050000
  MORT                  $  71,250.00 
  BAL                   $        71,218.14 
  RATE                     9.950 
  PAI                   $         622.64 
  CLTV                  75.000 
MATURITY               130423
FEE                    0.5000

LOAN                   0000022026728
LAST_NAME              MARSH-ALLEN
ADDRESS                5668 CENTERVILLE ROAD
CITY                   WILLIAMSBUR
STATE                  VA
ZIP                    231880000
  MORT                  $  48,000.00 
  BAL                   $        47,599.16 
  RATE                     8.500 
  PAI                   $         472.67 
  CLTV                  75.000 
MATURITY               130319
FEE                    0.5000

LOAN                   0000022026736
LAST_NAME              PALMIERI
ADDRESS                718 ARTHUR STREET
CITY                   UTICA
STATE                  NY
ZIP                    135010000
  MORT                  $  80,000.00 
  BAL                   $        78,895.40 
  RATE                     8.250 
  PAI                   $         981.22 
  CLTV                  80.000 
MATURITY               80312
FEE                    0.5000

LOAN                   0000022026744
LAST_NAME              MOSCATO
ADDRESS                26 D'ANNUNZIO AVENUE
CITY                   ENFIELD
STATE                  CT
ZIP                    060820000
  MORT                  $105,600.00 
  BAL                   $      105,464.86 
  RATE                     8.250 
  PAI                   $         793.34 
  CLTV                  80.000 
MATURITY               280323
FEE                    0.5000

LOAN                   0000022026751
LAST_NAME              SHAW
ADDRESS                17 GRANGER STREET
CITY                   QUINCY
STATE                  MA
ZIP                    021700000
  MORT                  $138,500.00 
  BAL                   $      138,416.39 
  RATE                     8.550 
  PAI                   $      1,069.85 
  CLTV                  75.683 
MATURITY               280414
FEE                    0.5000

LOAN                   0000022026835
LAST_NAME              KING
ADDRESS                3030 FAISON HIGHWAY
CITY                   CLINTON
STATE                  NC
ZIP                    283280000
  MORT                  $  60,750.00 
  BAL                   $        60,602.36 
  RATE                   10.650 
  PAI                   $         612.65 
  CLTV                  90.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022026850
LAST_NAME              MCFARLAND
ADDRESS                110 LAKE FOREST DRIVE
CITY                   LYNCHBURG
STATE                  VA
ZIP                    245020000
  MORT                  $108,000.00 
  BAL                   $      107,280.56 
  RATE                     8.250 
  PAI                   $         811.37 
  CLTV                  75.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022026868
LAST_NAME              ROCHETTI
ADDRESS                43 FOREST ROAD
CITY                   WALLKILL
STATE                  NY
ZIP                    125890000
  MORT                  $  55,000.00 
  BAL                   $        54,909.49 
  RATE                     8.250 
  PAI                   $         468.64 
  CLTV                  73.333 
MATURITY               180318
FEE                    0.5000

LOAN                   0000022026884
LAST_NAME              DRAKE
ADDRESS                525 N BRICE STREET
CITY                   BALTIMORE
STATE                  MD
ZIP                    212230000
  MORT                  $  30,000.00 
  BAL                   $        29,915.39 
  RATE                     9.500 
  PAI                   $         279.64 
  CLTV                  75.000 
MATURITY               180309
FEE                    0.5000

LOAN                   0000022026934
LAST_NAME              IVESTER
ADDRESS                727 EAST STREET
CITY                   DEDHAM
STATE                  MA
ZIP                    020260000
  MORT                  $142,500.00 
  BAL                   $      142,100.66 
  RATE                     9.550 
  PAI                   $      1,332.94 
  CLTV                  73.834 
MATURITY               180210
FEE                    0.5000

LOAN                   0000022026991
LAST_NAME              HOLMES, .
ADDRESS                22051 MARSHCREEK ROAD
CITY                   PRESTON
STATE                  MD
ZIP                    216550000
  MORT                  $  88,400.00 
  BAL                   $        88,045.57 
  RATE                     9.950 
  PAI                   $         850.15 
  CLTV                  85.000 
MATURITY               180220
FEE                    0.5000

LOAN                   0000022027015
LAST_NAME              BEAN
ADDRESS                44 KELLOGG AVENUE
CITY                   FEEDING HIL
STATE                  MA
ZIP                    010300000
  MORT                  $  81,700.00 
  BAL                   $        81,471.05 
  RATE                     9.550 
  PAI                   $         764.22 
  CLTV                  51.062 
MATURITY               180306
FEE                    0.5000

LOAN                   0000022027031
LAST_NAME              ROSSI
ADDRESS                7 SPRUCE RIDGE DRIVE
CITY                   GLOCESTER
STATE                  RI
ZIP                    028140000
  MORT                  $126,000.00 
  BAL                   $      125,944.25 
  RATE                   10.000 
  PAI                   $      1,105.75 
  CLTV                  90.000 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022027122
LAST_NAME              LIS
ADDRESS                392 VLIET BOULEVARD
CITY                   COHOES
STATE                  NY
ZIP                    120470000
  MORT                  $  32,200.00 
  BAL                   $        32,117.31 
  RATE                   10.990 
  PAI                   $         332.15 
  CLTV                  84.950 
MATURITY               180105
FEE                    0.5000

LOAN                   0000022027155
LAST_NAME              HOPKINS
ADDRESS                7 KATHERINE DRIVE
CITY                   JOHNSTON
STATE                  RI
ZIP                    029190000
  MORT                  $  35,500.00 
  BAL                   $        35,500.00 
  RATE                     8.850 
  PAI                   $         315.99 
  CLTV                  33.809 
MATURITY               180406
FEE                    0.5000

LOAN                   0000022027171
LAST_NAME              LEVESQUE
ADDRESS                16 ELM STREET
CITY                   SWANSEA
STATE                  MA
ZIP                    027770000
  MORT                  $  64,600.00 
  BAL                   $        64,249.53 
  RATE                     8.750 
  PAI                   $         645.64 
  CLTV                  48.754 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022027189
LAST_NAME              WATSON
ADDRESS                112 WAVERLY AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112050000
  MORT                  $  74,100.00 
  BAL                   $        73,697.98 
  RATE                     8.750 
  PAI                   $         740.59 
  CLTV                  57.000 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022027205
LAST_NAME              LEVY
ADDRESS                17 LAMARR AVENUE
CITY                   MELVILLE
STATE                  NY
ZIP                    117470000
  MORT                  $  53,300.00 
  BAL                   $        52,155.86 
  RATE                     8.500 
  PAI                   $         947.59 
  CLTV                  79.987 
MATURITY               40225
FEE                    0.5000

LOAN                   0000022027239
LAST_NAME              WHITE
ADDRESS                524 NW 2 STREET
CITY                   BOYNTON BEA
STATE                  FL
ZIP                    334350000
  MORT                  $  53,600.00 
  BAL                   $        53,600.00 
  RATE                     8.700 
  PAI                   $         534.13 
  CLTV                  80.000 
MATURITY               130428
FEE                    0.5000

LOAN                   0000022027247
LAST_NAME              LAMKE
ADDRESS                2211 GLENVIEW DRIVE
CITY                   NAMPA
STATE                  ID
ZIP                    836860000
  MORT                  $  64,000.00 
  BAL                   $        63,819.91 
  RATE                     8.300 
  PAI                   $         622.76 
  CLTV                  80.000 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022027270
LAST_NAME              BIGGS
ADDRESS                249 SOUTH CLINTON STREET
CITY                   CITY OF ORA
STATE                  NJ
ZIP                    070180000
  MORT                  $112,000.00 
  BAL                   $      111,581.79 
  RATE                   10.500 
  PAI                   $      1,118.19 
  CLTV                  78.873 
MATURITY               180223
FEE                    0.5000

LOAN                   0000022027338
LAST_NAME              DUTCHER
ADDRESS                62 SECOND AVENUE
CITY                   MAYFIELD
STATE                  NY
ZIP                    121170000
  MORT                  $  55,000.00 
  BAL                   $        54,675.14 
  RATE                     8.250 
  PAI                   $         533.58 
  CLTV                  74.324 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022027387
LAST_NAME              RUIZ
ADDRESS                418 46TH STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112200000
  MORT                  $126,000.00 
  BAL                   $      125,594.14 
  RATE                     8.450 
  PAI                   $      1,089.47 
  CLTV                  70.000 
MATURITY               180318
FEE                    0.5000

LOAN                   0000022027411
LAST_NAME              CLONEY
ADDRESS                P-139 QUEENS ROAD
CITY                   TORRINGTON
STATE                  CT
ZIP                    067900000
  MORT                  $  51,000.00 
  BAL                   $        50,754.24 
  RATE                     8.500 
  PAI                   $         442.59 
  CLTV                  73.913 
MATURITY               180227
FEE                    0.5000

LOAN                   0000022027452
LAST_NAME              MC CLUSKEY
ADDRESS                34 ROCKWELL AVENUE
CITY                   BRISTOL
STATE                  CT
ZIP                    060100000
  MORT                  $  64,700.00 
  BAL                   $        64,603.00 
  RATE                     8.990 
  PAI                   $         581.71 
  CLTV                  62.211 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022027478
LAST_NAME              KIDD
ADDRESS                46 HOLBROOK ROAD
CITY                   HOLBROOK
STATE                  NY
ZIP                    117410000
  MORT                  $  18,000.00 
  BAL                   $        17,813.16 
  RATE                     8.990 
  PAI                   $         227.92 
  CLTV                  71.975 
MATURITY               80324
FEE                    0.5000

LOAN                   0000022027502
LAST_NAME              SMITHERMAN
ADDRESS                1920 RATHMELL ROAD
CITY                   COLUMBUS
STATE                  OH
ZIP                    432070000
  MORT                  $136,000.00 
  BAL                   $      135,766.22 
  RATE                     7.900 
  PAI                   $      1,129.11 
  CLTV                  80.000 
MATURITY               180423
FEE                    0.5000

LOAN                   0000022027528
LAST_NAME              SMITHERMAN
ADDRESS                699 BREATHITT
CITY                   COLUMBUS
STATE                  OH
ZIP                    432070000
  MORT                  $  50,500.00 
  BAL                   $        50,359.16 
  RATE                     8.400 
  PAI                   $         494.34 
  CLTV                  67.333 
MATURITY               130423
FEE                    0.5000

LOAN                   0000022027551
LAST_NAME              PRIDEMORE
ADDRESS                1820 SLOAN AVENUE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462030000
  MORT                  $  55,250.00 
  BAL                   $        55,089.12 
  RATE                     9.250 
  PAI                   $         506.02 
  CLTV                  85.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022027593
LAST_NAME              VERBRIDGE
ADDRESS                409 W JACKSON STREET
CITY                   PALMYRA
STATE                  NY
ZIP                    145220000
  MORT                  $  55,000.00 
  BAL                   $        54,829.38 
  RATE                     8.750 
  PAI                   $         486.04 
  CLTV                  78.571 
MATURITY               180324
FEE                    0.5000

LOAN                   0000022027627
LAST_NAME              BISCHOFF,III
ADDRESS                502 CASHUA STREET
CITY                   DARLINGTON
STATE                  SC
ZIP                    295320000
  MORT                  $146,625.00 
  BAL                   $      146,534.33 
  RATE                     8.400 
  PAI                   $      1,117.05 
  CLTV                  85.000 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022027650
LAST_NAME              DIBLASI
ADDRESS                1602 LAKELAND AVENUE
CITY                   MCHENERY
STATE                  IL
ZIP                    600500000
  MORT                  $  22,700.00 
  BAL                   $        22,365.33 
  RATE                     9.750 
  PAI                   $         240.48 
  CLTV                  53.135 
MATURITY               130324
FEE                    0.5000

LOAN                   0000022027676
LAST_NAME              DIMAANO
ADDRESS                80-47 160TH STREET
CITY                   JAMAICA
STATE                  NY
ZIP                    114320000
  MORT                  $144,000.00 
  BAL                   $      143,812.76 
  RATE                     8.500 
  PAI                   $      1,107.24 
  CLTV                  80.000 
MATURITY               280410
FEE                    0.5000

LOAN                   0000022027718
LAST_NAME              MARTIN
ADDRESS                85 OLD PINE ROAD
CITY                   NARRAGANSET
STATE                  RI
ZIP                    028820000
  MORT                  $  13,550.00 
  BAL                   $        13,331.03 
  RATE                   11.990 
  PAI                   $         194.33 
  CLTV                  83.347 
MATURITY               80303
FEE                    0.5000


                          Page 38
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022027726
LAST_NAME              SILVA
ADDRESS                2723 BRITT WAY
CITY                   SAN JOSE
STATE                  CA
ZIP                    951480000
  MORT                  $  50,000.00 
  BAL                   $        50,000.00 
  RATE                     9.450 
  PAI                   $         520.61 
  CLTV                  73.276 
MATURITY               130528
FEE                    0.5000

LOAN                   0000022027742
LAST_NAME              PLACHY
ADDRESS                28305 W. BURNETTE ROAD
CITY                   ISLAND LAKE
STATE                  IL
ZIP                    600420000
  MORT                  $  50,000.00 
  BAL                   $        49,876.08 
  RATE                   10.500 
  PAI                   $         499.19 
  CLTV                  74.466 
MATURITY               180320
FEE                    0.5000

LOAN                   0000022027767
LAST_NAME              CAVE
ADDRESS                83 OAKDALE AVENUE
CITY                   SELDEN
STATE                  NY
ZIP                    117840000
  MORT                  $  88,000.00 
  BAL                   $        86,576.19 
  RATE                     8.750 
  PAI                   $         879.51 
  CLTV                  80.000 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022027783
LAST_NAME              CHANDLER
ADDRESS                3814 STUART AVENUE
CITY                   DENVER
STATE                  CO
ZIP                    802120000
  MORT                  $  51,600.00 
  BAL                   $        51,351.60 
  RATE                     8.750 
  PAI                   $         455.99 
  CLTV                  28.666 
MATURITY               180324
FEE                    0.5000

LOAN                   0000022027791
LAST_NAME              KIHLE
ADDRESS                1024 E. CUNNINGHAM DRIVE
CITY                   PALATINE
STATE                  IL
ZIP                    600670000
  MORT                  $  18,000.00 
  BAL                   $        17,841.58 
  RATE                     9.750 
  PAI                   $         190.69 
  CLTV                  75.200 
MATURITY               130312
FEE                    0.5000

LOAN                   0000022027809
LAST_NAME              WILKE
ADDRESS                2824 N 62ND STREET
CITY                   MILWAUKEE
STATE                  WI
ZIP                    532100000
  MORT                  $  75,600.00 
  BAL                   $        75,413.51 
  RATE                   10.590 
  PAI                   $         759.36 
  CLTV                  90.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022027825
LAST_NAME              TIDWELL
ADDRESS                357 E LANE
CITY                   AMERICAN FO
STATE                  UT
ZIP                    840030000
  MORT                  $  28,400.00 
  BAL                   $        28,262.27 
  RATE                     9.990 
  PAI                   $         305.01 
  CLTV                  71.094 
MATURITY               130313
FEE                    0.5000

LOAN                   0000022027858
LAST_NAME              GRAHAM
ADDRESS                11441 WAESCHE DRIVE
CITY                   MITCHELLVIL
STATE                  MD
ZIP                    207210000
  MORT                  $  25,750.00 
  BAL                   $        25,542.96 
  RATE                   11.750 
  PAI                   $         304.91 
  CLTV                  84.761 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022027874
LAST_NAME              CROWE
ADDRESS                207 HALLS BRIDGE ROAD
CITY                   INMAN
STATE                  SC
ZIP                    293490000
  MORT                  $118,400.00 
  BAL                   $      118,246.94 
  RATE                     8.200 
  PAI                   $         885.34 
  CLTV                  80.000 
MATURITY               280316
FEE                    0.5000

LOAN                   0000022027890
LAST_NAME              LEE
ADDRESS                204 SIERRA POINT
CITY                   GLEN CARBON
STATE                  IL
ZIP                    620340000
  MORT                  $254,000.00 
  BAL                   $      253,700.54 
  RATE                     8.650 
  PAI                   $      1,980.11 
  CLTV                  89.911 
MATURITY               280323
FEE                    0.5000

LOAN                   0000022027908
LAST_NAME              TILLMAN
ADDRESS                7325 NECTAR LANE
CITY                   KEYSTONE HE
STATE                  FL
ZIP                    326560000
  MORT                  $  40,300.00 
  BAL                   $        40,113.95 
  RATE                     8.750 
  PAI                   $         317.04 
  CLTV                  65.000 
MATURITY               280109
FEE                    0.5000

LOAN                   0000022027916
LAST_NAME              HOFFMAN
ADDRESS                339 REDWOOD GROVE COURT
CITY                   MILLERSVILL
STATE                  MD
ZIP                    211080000
  MORT                  $220,500.00 
  BAL                   $      219,828.80 
  RATE                     8.900 
  PAI                   $      1,969.74 
  CLTV                  90.000 
MATURITY               180323
FEE                    0.5000

LOAN                   0000022027924
LAST_NAME              CONLON
ADDRESS                448 S KENDALL STREET
CITY                   LAKEWOOD
STATE                  CO
ZIP                    802260000
  MORT                  $  96,800.00 
  BAL                   $        96,577.08 
  RATE                     8.800 
  PAI                   $         764.99 
  CLTV                  80.000 
MATURITY               280119
FEE                    0.5000

LOAN                   0000022027932
LAST_NAME              MOORE
ADDRESS                4280 ROKEBY ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212290000
  MORT                  $  15,500.00 
  BAL                   $        15,300.63 
  RATE                   10.150 
  PAI                   $         330.47 
  CLTV                  66.428 
MATURITY               30323
FEE                    0.5000

LOAN                   0000022027973
LAST_NAME              KIMBLE
ADDRESS                6205 ALLISON DRIVE
CITY                   FLINT
STATE                  MI
ZIP                    485040000
  MORT                  $  55,250.00 
  BAL                   $        55,197.11 
  RATE                     9.650 
  PAI                   $         470.64 
  CLTV                  85.000 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022027981
LAST_NAME              THOMPSON
ADDRESS                943 WALDEN BOULEVARD SE
CITY                   PALM BAY
STATE                  FL
ZIP                    329090000
  MORT                  $124,100.00 
  BAL                   $      123,687.06 
  RATE                     8.190 
  PAI                   $      1,052.75 
  CLTV                  85.000 
MATURITY               180324
FEE                    0.5000

LOAN                   0000022027999
LAST_NAME              STRUKAMP
ADDRESS                200 POPLAR STREET
CITY                   SHEBOYGAN F
STATE                  WI
ZIP                    530850000
  MORT                  $  60,000.00 
  BAL                   $        59,648.67 
  RATE                     7.890 
  PAI                   $         569.59 
  CLTV                  71.428 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022028005
LAST_NAME              NELSON
ADDRESS                25 S HUDSON STREET
CITY                   ALEXANDRIA
STATE                  VA
ZIP                    223040000
  MORT                  $111,300.00 
  BAL                   $      111,224.51 
  RATE                   11.250 
  PAI                   $      1,081.01 
  CLTV                  84.961 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022028013
LAST_NAME              BEIDEMAN
ADDRESS                7734.W.FLORAL COURT
CITY                   FRANKFORT
STATE                  IL
ZIP                    604230000
  MORT                  $  13,075.00 
  BAL                   $        12,947.44 
  RATE                   14.500 
  PAI                   $         178.54 
  CLTV                  84.982 
MATURITY               121224
FEE                    0.5000

LOAN                   0000022028021
LAST_NAME              LAPP
ADDRESS                8008 CARDIFF STREET
CITY                   LORTON
STATE                  VA
ZIP                    220790000
  MORT                  $160,000.00 
  BAL                   $      159,584.98 
  RATE                   10.150 
  PAI                   $      1,559.97 
  CLTV                  76.190 
MATURITY               180316
FEE                    0.5000

LOAN                   0000022028039
LAST_NAME              KIRBY
ADDRESS                15404 MT. SAVAGE ROAD
CITY                   MT. SAVAGE
STATE                  MD
ZIP                    215450000
  MORT                  $  63,000.00 
  BAL                   $        62,943.44 
  RATE                     9.950 
  PAI                   $         550.54 
  CLTV                  90.000 
MATURITY               130311
FEE                    0.5000

LOAN                   0000022028047
LAST_NAME              DAVIDSON
ADDRESS                42 LAUREL AVENUE
CITY                   DANVILLE
STATE                  VA
ZIP                    245410000
  MORT                  $  43,200.00 
  BAL                   $        43,154.37 
  RATE                   11.100 
  PAI                   $         414.67 
  CLTV                  90.000 
MATURITY               130210
FEE                    0.5000

LOAN                   0000022028062
LAST_NAME              CICHACKI
ADDRESS                910 S 101ST STREET
CITY                   WEST ALLIS
STATE                  WI
ZIP                    532140000
  MORT                  $  37,700.00 
  BAL                   $        37,490.09 
  RATE                     8.500 
  PAI                   $         371.25 
  CLTV                  46.543 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022028070
LAST_NAME              ZABOJNIK
ADDRESS                1437 WEST 7TH PLACE
CITY                   TEMPE
STATE                  AZ
ZIP                    852810000
  MORT                  $  70,200.00 
  BAL                   $        70,094.76 
  RATE                     8.990 
  PAI                   $         631.16 
  CLTV                  77.142 
MATURITY               180323
FEE                    0.5000

LOAN                   0000022028088
LAST_NAME              CUNNINGHAM
ADDRESS                5062 JAY STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200190000
  MORT                  $  61,500.00 
  BAL                   $        60,945.16 
  RATE                     8.750 
  PAI                   $         483.82 
  CLTV                  72.352 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022028096
LAST_NAME              PASCO
ADDRESS                524 RUTH AVENUE
CITY                   LEAVITTSBUR
STATE                  OH
ZIP                    444300000
  MORT                  $  52,500.00 
  BAL                   $        52,500.00 
  RATE                     8.150 
  PAI                   $         444.05 
  CLTV                  72.916 
MATURITY               180420
FEE                    0.5000

LOAN                   0000022028112
LAST_NAME              HAGAN
ADDRESS                627 HAGAN LANE
CITY                   FERNANDINA
STATE                  FL
ZIP                    320340000
  MORT                  $  44,600.00 
  BAL                   $        44,457.23 
  RATE                     8.500 
  PAI                   $         387.05 
  CLTV                  74.333 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022028120
LAST_NAME              ORRANGE
ADDRESS                902 MCCLINTOCK STREET
CITY                   LONGWOOD
STATE                  FL
ZIP                    327500000
  MORT                  $  91,200.00 
  BAL                   $        89,529.99 
  RATE                     8.790 
  PAI                   $      1,144.95 
  CLTV                  80.000 
MATURITY               80325
FEE                    0.5000

LOAN                   0000022028138
LAST_NAME              MARINELLO
ADDRESS                642 VINCENT AVENUE
CITY                   BRONX
STATE                  NY
ZIP                    104650000
  MORT                  $153,000.00 
  BAL                   $      153,000.00 
  RATE                   11.875 
  PAI                   $      1,559.08 
  CLTV                  90.000 
MATURITY               130424
FEE                    0.5000

LOAN                   0000022028146
LAST_NAME              ELLIS
ADDRESS                55 CAROLYN LANE
CITY                   ROSSVILLE
STATE                  GA
ZIP                    307410000
  MORT                  $  40,900.00 
  BAL                   $        40,801.23 
  RATE                     9.990 
  PAI                   $         439.26 
  CLTV                  63.318 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022028153
LAST_NAME              BROWN
ADDRESS                309 WILLOW OAKS DRIVE
CITY                   OZARK
STATE                  AL
ZIP                    363600000
  MORT                  $  81,000.00 
  BAL                   $        80,918.09 
  RATE                   11.300 
  PAI                   $         789.80 
  CLTV                  90.000 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022028161
LAST_NAME              EVERETTE
ADDRESS                6125 SOUTH DAMEN AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606360000
  MORT                  $  20,000.00 
  BAL                   $        19,862.50 
  RATE                     9.750 
  PAI                   $         261.54 
  CLTV                  73.934 
MATURITY               80325
FEE                    0.5000

LOAN                   0000022028179
LAST_NAME              DRAHEIM
ADDRESS                41130 JESSE DRIVE
CITY                   MECHANICSVI
STATE                  MD
ZIP                    206590000
  MORT                  $127,500.00 
  BAL                   $      127,147.25 
  RATE                     9.650 
  PAI                   $      1,200.98 
  CLTV                  85.000 
MATURITY               180309
FEE                    0.5000

LOAN                   0000022028187
LAST_NAME              WRIGHT
ADDRESS                2527 N CAPITOL STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $  28,000.00 
  BAL                   $        27,553.09 
  RATE                   11.750 
  PAI                   $         331.56 
  CLTV                  45.469 
MATURITY               130306
FEE                    0.5000

LOAN                   0000022028195
LAST_NAME              NOGA
ADDRESS                840 REVERE AVENUE
CITY                   BRONX
STATE                  NY
ZIP                    104650000
  MORT                  $100,000.00 
  BAL                   $      100,000.00 
  RATE                     9.375 
  PAI                   $         831.75 
  CLTV                  55.865 
MATURITY               280504
FEE                    0.5000

LOAN                   0000022028203
LAST_NAME              ROWE
ADDRESS                141 D.E. CLARK ROAD
CITY                   PELION
STATE                  SC
ZIP                    291230000
  MORT                  $  54,900.00 
  BAL                   $        54,735.18 
  RATE                   12.150 
  PAI                   $         610.25 
  CLTV                  90.000 
MATURITY               180211
FEE                    0.5000

LOAN                   0000022028211
LAST_NAME              CORP,III
ADDRESS                8451 PARTRIDGE WAY
CITY                   CLAY
STATE                  NY
ZIP                    130410000
  MORT                  $  41,400.00 
  BAL                   $        41,179.95 
  RATE                     8.500 
  PAI                   $         513.30 
  CLTV                  56.712 
MATURITY               80324
FEE                    0.5000

LOAN                   0000022028229
LAST_NAME              BETTON
ADDRESS                1402 INDIANA AVENUE
CITY                   WOODBRIDGE
STATE                  VA
ZIP                    221910000
  MORT                  $  91,000.00 
  BAL                   $        90,927.36 
  RATE                   10.500 
  PAI                   $         832.41 
  CLTV                  77.118 
MATURITY               130311
FEE                    0.5000

LOAN                   0000022028237
LAST_NAME              BARRICK
ADDRESS                647 SAILFISH ROAD
CITY                   WINTER SPRI
STATE                  FL
ZIP                    327080000
  MORT                  $  88,000.00 
  BAL                   $        87,524.26 
  RATE                     8.790 
  PAI                   $         881.60 
  CLTV                  89.795 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022028252
LAST_NAME              POOLE
ADDRESS                423 LEE VAUGHN ROAD
CITY                   SIMPSONVILL
STATE                  SC
ZIP                    296810000
  MORT                  $  58,500.00 
  BAL                   $        58,288.58 
  RATE                   10.750 
  PAI                   $         593.91 
  CLTV                  90.000 
MATURITY               180201
FEE                    0.5000

LOAN                   0000022028260
LAST_NAME              WATSON
ADDRESS                5135 COUNTY ROAD 56
CITY                   AUBURN
STATE                  IN
ZIP                    467060000
  MORT                  $  55,000.00 
  BAL                   $        54,935.98 
  RATE                   10.650 
  PAI                   $         509.28 
  CLTV                  79.710 
MATURITY               130123
FEE                    0.5000


                          Page 39
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022028286
LAST_NAME              CHAMBERLAIN
ADDRESS                208 HENSON ROAD
CITY                   GLEN BURNIE
STATE                  MD
ZIP                    210600000
  MORT                  $  35,000.00 
  BAL                   $        34,904.41 
  RATE                     9.750 
  PAI                   $         331.98 
  CLTV                  29.411 
MATURITY               180327
FEE                    0.5000

LOAN                   0000022028294
LAST_NAME              BIGGS
ADDRESS                510 N ALMA SCHOOL #228
CITY                   MESA
STATE                  AZ
ZIP                    882010000
  MORT                  $  45,900.00 
  BAL                   $        45,811.00 
  RATE                     9.400 
  PAI                   $         382.61 
  CLTV                  85.000 
MATURITY               280128
FEE                    0.5000

LOAN                   0000022028310
LAST_NAME              ALSTON
ADDRESS                6904 ADEL STREET
CITY                   SEAT PLEASA
STATE                  MD
ZIP                    207430000
  MORT                  $  78,000.00 
  BAL                   $        77,822.14 
  RATE                   10.950 
  PAI                   $         739.87 
  CLTV                  77.227 
MATURITY               130324
FEE                    0.5000

LOAN                   0000022028336
LAST_NAME              ADKINS
ADDRESS                1096 DODGE LANE
CITY                   ROUNDO
STATE                  SC
ZIP                    294740000
  MORT                  $  63,000.00 
  BAL                   $        62,732.64 
  RATE                   11.750 
  PAI                   $         682.74 
  CLTV                  90.000 
MATURITY               171229
FEE                    0.5000

LOAN                   0000022028344
LAST_NAME              BUNCH
ADDRESS                4561 C STREET SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200190000
  MORT                  $  70,000.00 
  BAL                   $        69,947.05 
  RATE                   10.750 
  PAI                   $         653.44 
  CLTV                  60.869 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022028369
LAST_NAME              CORNELIUSSEN
ADDRESS                121 SW 35 ST
CITY                   OCALA
STATE                  FL
ZIP                    344740000
  MORT                  $  58,650.00 
  BAL                   $        58,565.48 
  RATE                     9.650 
  PAI                   $         499.59 
  CLTV                  85.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022028377
LAST_NAME              SHIPLEY
ADDRESS                3315 WHISPERING DRIVE NOR
CITY                   LARGO
STATE                  FL
ZIP                    337710000
  MORT                  $  32,500.00 
  BAL                   $        31,213.75 
  RATE                     9.490 
  PAI                   $         682.40 
  CLTV                  72.674 
MATURITY               30202
FEE                    0.5000

LOAN                   0000022028385
LAST_NAME              CUTHBERTSON
ADDRESS                8500 VIOLA DR
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282150000
  MORT                  $  71,600.00 
  BAL                   $        71,463.36 
  RATE                     8.300 
  PAI                   $         540.43 
  CLTV                  80.000 
MATURITY               280120
FEE                    0.5000

LOAN                   0000022028393
LAST_NAME              BRITT
ADDRESS                4504 WRANGLER TRAIL
CITY                   SUMTER
STATE                  SC
ZIP                    291540000
  MORT                  $  64,800.00 
  BAL                   $        64,713.27 
  RATE                   10.000 
  PAI                   $         568.67 
  CLTV                  90.000 
MATURITY               280220
FEE                    0.5000

LOAN                   0000022028401
LAST_NAME              STRAUB
ADDRESS                5175 LOCUST HILL ROAD
CITY                   TRAVELERS R
STATE                  SC
ZIP                    296900000
  MORT                  $  50,000.00 
  BAL                   $        49,823.98 
  RATE                   10.950 
  PAI                   $         514.39 
  CLTV                  89.928 
MATURITY               180213
FEE                    0.5000

LOAN                   0000022028435
LAST_NAME              COX
ADDRESS                3815 CHA-LA-KEE RD.
CITY                   GUNTERSVILL
STATE                  AL
ZIP                    359760000
  MORT                  $  48,000.00 
  BAL                   $        47,929.84 
  RATE                   10.950 
  PAI                   $         455.30 
  CLTV                  85.106 
MATURITY               121203
FEE                    0.5000

LOAN                   0000022028443
LAST_NAME              WHITT
ADDRESS                65 SARA STREET
CITY                   CHRISTIANBU
STATE                  VA
ZIP                    240730000
  MORT                  $  68,800.00 
  BAL                   $        68,507.31 
  RATE                     8.800 
  PAI                   $         543.71 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022028476
LAST_NAME              KUHN
ADDRESS                227 PRIMROSE DRIVE
CITY                   SARVER
STATE                  PA
ZIP                    160550000
  MORT                  $  97,000.00 
  BAL                   $        97,000.00 
  RATE                     7.900 
  PAI                   $         921.40 
  CLTV                  76.377 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022028484
LAST_NAME              SMITH
ADDRESS                2165 E UNIVERSITY DR,
CITY                   MESA
STATE                  AZ
ZIP                    852130000
  MORT                  $  53,600.00 
  BAL                   $        53,475.29 
  RATE                     8.750 
  PAI                   $         421.67 
  CLTV                  80.000 
MATURITY               280105
FEE                    0.5000

LOAN                   0000022028492
LAST_NAME              CLARK
ADDRESS                4841 N. BLACKSTOCK RD
CITY                   SPARTANBURG
STATE                  SC
ZIP                    293030000
  MORT                  $  68,000.00 
  BAL                   $        67,816.34 
  RATE                   10.750 
  PAI                   $         634.77 
  CLTV                  81.927 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022028500
LAST_NAME              HALSNE
ADDRESS                9180 LOCUST STREET
CITY                   FOSTORIA
STATE                  MI
ZIP                    484350000
  MORT                  $  51,000.00 
  BAL                   $        50,849.13 
  RATE                     8.450 
  PAI                   $         500.73 
  CLTV                  77.862 
MATURITY               130417
FEE                    0.5000

LOAN                   0000022028518
LAST_NAME              WOZNIAK
ADDRESS                26 KIMBERLY LANE
CITY                   COLUMBUS
STATE                  MS
ZIP                    397020000
  MORT                  $  63,000.00 
  BAL                   $        62,946.95 
  RATE                   10.250 
  PAI                   $         564.54 
  CLTV                  90.000 
MATURITY               280318
FEE                    0.5000

LOAN                   0000022028534
LAST_NAME              PARTRIDGE
ADDRESS                228 WENTZKY ROAD
CITY                   ANDERSON
STATE                  SC
ZIP                    296240000
  MORT                  $  69,300.00 
  BAL                   $        68,976.30 
  RATE                   10.400 
  PAI                   $         761.75 
  CLTV                  90.000 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022028567
LAST_NAME              HELMS
ADDRESS                615 N BRIDGE STREET
CITY                   WETUMPKA
STATE                  AL
ZIP                    360920000
  MORT                  $  67,000.00 
  BAL                   $        66,931.72 
  RATE                     9.350 
  PAI                   $         556.05 
  CLTV                  78.823 
MATURITY               280310
FEE                    0.5000

LOAN                   0000022028575
LAST_NAME              MCDOLE
ADDRESS                2020 48TH PLACE WEST
CITY                   BIRMINGHAM
STATE                  AL
ZIP                    352080000
  MORT                  $  16,750.00 
  BAL                   $        16,686.95 
  RATE                   12.700 
  PAI                   $         208.63 
  CLTV                  80.115 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022028583
LAST_NAME              HARLEY
ADDRESS                2813 BOOKER STREET
CITY                   COLUMBIA
STATE                  SC
ZIP                    292030000
  MORT                  $  20,000.00 
  BAL                   $        19,818.52 
  RATE                   11.350 
  PAI                   $         279.48 
  CLTV                  46.511 
MATURITY               80305
FEE                    0.5000

LOAN                   0000022028591
LAST_NAME              GREER
ADDRESS                2327 INDIAN RIDGE ESTATES
CITY                   MOBILE
STATE                  AL
ZIP                    366950000
  MORT                  $  43,000.00 
  BAL                   $        42,948.66 
  RATE                   10.750 
  PAI                   $         436.55 
  CLTV                  46.739 
MATURITY               180414
FEE                    0.5000

LOAN                   0000022028625
LAST_NAME              BUTLER
ADDRESS                726 W 14TH ST
CITY                   FRONT ROYAL
STATE                  VA
ZIP                    226300000
  MORT                  $  54,000.00 
  BAL                   $        53,956.41 
  RATE                   10.450 
  PAI                   $         491.95 
  CLTV                  75.000 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022028799
LAST_NAME              PAGAN
ADDRESS                5537 W. DRUMMOND PLACE
CITY                   CHICAGO
STATE                  IL
ZIP                    606390000
  MORT                  $141,100.00 
  BAL                   $      141,011.84 
  RATE                     8.350 
  PAI                   $      1,069.98 
  CLTV                  85.000 
MATURITY               280429
FEE                    0.5000

LOAN                   0000022028823
LAST_NAME              CAMPOS
ADDRESS                850 KNOB HILL CIRCLE
CITY                   KISSIMMEE
STATE                  FL
ZIP                    347440000
  MORT                  $104,550.00 
  BAL                   $      104,427.76 
  RATE                     8.690 
  PAI                   $         818.02 
  CLTV                  85.000 
MATURITY               130312
FEE                    0.5000

LOAN                   0000022028906
LAST_NAME              GREEN
ADDRESS                2115 NE 17 TERRACE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326060000
  MORT                  $  53,600.00 
  BAL                   $        53,428.51 
  RATE                     8.300 
  PAI                   $         404.56 
  CLTV                  80.000 
MATURITY               280122
FEE                    0.5000

LOAN                   0000022028948
LAST_NAME              WAGERS
ADDRESS                232 APACHE DRIVE
CITY                   PAINT LICK
STATE                  KY
ZIP                    404610000
  MORT                  $  15,000.00 
  BAL                   $        15,000.00 
  RATE                   10.300 
  PAI                   $         200.73 
  CLTV                  83.523 
MATURITY               80528
FEE                    0.5000

LOAN                   0000022029011
LAST_NAME              TEGLASH
ADDRESS                7238 HALL ROAD
CITY                   CASSADAGA
STATE                  NY
ZIP                    147180000
  MORT                  $  30,000.00 
  BAL                   $        29,918.91 
  RATE                     8.750 
  PAI                   $         299.84 
  CLTV                  79.521 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022029052
LAST_NAME              SEEVERS
ADDRESS                175 REHL ROAD
CITY                   ZANESVILLE
STATE                  OH
ZIP                    437010000
  MORT                  $  41,200.00 
  BAL                   $        40,957.52 
  RATE                     8.800 
  PAI                   $         365.40 
  CLTV                  80.000 
MATURITY               180203
FEE                    0.5000

LOAN                   0000022029060
LAST_NAME              CORRIN
ADDRESS                2428 ONAHOM CIRCLE NE
CITY                   CANTON
STATE                  OH
ZIP                    447050000
  MORT                  $  88,800.00 
  BAL                   $        88,746.75 
  RATE                     8.550 
  PAI                   $         685.95 
  CLTV                  80.000 
MATURITY               280427
FEE                    0.5000

LOAN                   0000022029136
LAST_NAME              MCCRACKEN
ADDRESS                11960 Q ROAD
CITY                   HOYT
STATE                  KS
ZIP                    664400000
  MORT                  $103,500.00 
  BAL                   $      103,392.27 
  RATE                     9.250 
  PAI                   $         851.47 
  CLTV                  90.000 
MATURITY               280302
FEE                    0.5000

LOAN                   0000022029169
LAST_NAME              RODRIGUEZ
ADDRESS                4506 BOLERO DRIVE
CITY                   SAN JOSE
STATE                  CA
ZIP                    951110000
  MORT                  $  20,000.00 
  BAL                   $        20,000.00 
  RATE                     9.450 
  PAI                   $         419.55 
  CLTV                  50.439 
MATURITY               30528
FEE                    0.5000

LOAN                   0000022029177
LAST_NAME              JACKSON
ADDRESS                169 LAKE WILDWOOD DRIVE
CITY                   MACON
STATE                  GA
ZIP                    312200000
  MORT                  $  74,850.00 
  BAL                   $        74,850.00 
  RATE                   10.750 
  PAI                   $         698.72 
  CLTV                  79.967 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022029185
LAST_NAME              MCDONALD
ADDRESS                4887 OAK BRANCH LANE
CITY                   WALKERTOWN
STATE                  NC
ZIP                    270510000
  MORT                  $  54,400.00 
  BAL                   $        53,965.45 
  RATE                     9.000 
  PAI                   $         551.77 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022029193
LAST_NAME              THAXTON
ADDRESS                1706 JENNY LIND STREET
CITY                   MCKEESPORT
STATE                  PA
ZIP                    151320000
  MORT                  $  45,000.00 
  BAL                   $        44,577.28 
  RATE                     9.850 
  PAI                   $         479.46 
  CLTV                  88.235 
MATURITY               130306
FEE                    0.5000

LOAN                   0000022029227
LAST_NAME              HUNT
ADDRESS                41 PINE HILL LANE
CITY                   DIX HILLS
STATE                  NY
ZIP                    117460000
  MORT                  $235,000.00 
  BAL                   $      234,784.70 
  RATE                   11.750 
  PAI                   $      2,372.11 
  CLTV                  78.333 
MATURITY               280211
FEE                    0.5000

LOAN                   0000022029284
LAST_NAME              BENNETT
ADDRESS                12788 N 66TH ST
CITY                   LONGMONT
STATE                  CO
ZIP                    805030000
  MORT                  $163,200.00 
  BAL                   $      162,539.68 
  RATE                     8.620 
  PAI                   $      1,268.77 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022029318
LAST_NAME              BARCOMB
ADDRESS                10-12 CANBY STREET
CITY                   HOLYOKE
STATE                  MA
ZIP                    010400000
  MORT                  $  44,000.00 
  BAL                   $        44,000.00 
  RATE                     8.700 
  PAI                   $         438.46 
  CLTV                  57.142 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022029359
LAST_NAME              PLUTNO
ADDRESS                1410 MANOR COURT
CITY                   MERRICK
STATE                  NY
ZIP                    115660000
  MORT                  $  61,500.00 
  BAL                   $        61,403.61 
  RATE                     9.250 
  PAI                   $         505.95 
  CLTV                  69.784 
MATURITY               130203
FEE                    0.5000

LOAN                   0000022029375
LAST_NAME              FORCA
ADDRESS                925 5TH STREET
CITY                   WEST BABYLO
STATE                  NY
ZIP                    117040000
  MORT                  $156,400.00 
  BAL                   $      156,264.10 
  RATE                   11.990 
  PAI                   $      1,607.55 
  CLTV                  85.000 
MATURITY               280201
FEE                    0.5000

LOAN                   0000022029516
LAST_NAME              TEUSCHER
ADDRESS                1932 EVALINE
CITY                   HAMTRAMCK
STATE                  MI
ZIP                    482120000
  MORT                  $  47,300.00 
  BAL                   $        47,062.41 
  RATE                     9.500 
  PAI                   $         612.05 
  CLTV                  78.833 
MATURITY               80326
FEE                    0.5000


                          Page 40
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022029532
LAST_NAME              GRASSI
ADDRESS                3036 ERWIN PL
CITY                   OCEANSIDE
STATE                  NY
ZIP                    115720000
  MORT                  $170,000.00 
  BAL                   $      169,920.69 
  RATE                     9.750 
  PAI                   $      1,460.56 
  CLTV                  87.179 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022029540
LAST_NAME              FREYMAN
ADDRESS                39 W 259 GRAND AVENUE
CITY                   ELGIN
STATE                  IL
ZIP                    601230000
  MORT                  $121,400.00 
  BAL                   $      121,099.13 
  RATE                   10.500 
  PAI                   $      1,212.03 
  CLTV                  84.692 
MATURITY               180326
FEE                    0.5000

LOAN                   0000022029557
LAST_NAME              MIDDLETON
ADDRESS                2917 W. 12TH STREET
CITY                   CHESTER
STATE                  PA
ZIP                    190130000
  MORT                  $  42,500.00 
  BAL                   $        42,395.55 
  RATE                     9.800 
  PAI                   $         451.53 
  CLTV                  85.000 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022029565
LAST_NAME              FLOWERS
ADDRESS                3126 W. 3RD STREET
CITY                   CHESTER
STATE                  PA
ZIP                    190130000
  MORT                  $  24,950.00 
  BAL                   $        24,885.64 
  RATE                     8.750 
  PAI                   $         196.29 
  CLTV                  71.285 
MATURITY               280422
FEE                    0.5000

LOAN                   0000022029722
LAST_NAME              HANSEN
ADDRESS                14917 BAUER DRIVE
CITY                   ROCKVILLE
STATE                  MD
ZIP                    208530000
  MORT                  $  78,100.00 
  BAL                   $        78,000.44 
  RATE                   10.250 
  PAI                   $         766.66 
  CLTV                  84.947 
MATURITY               180326
FEE                    0.5000

LOAN                   0000022029748
LAST_NAME              SHARPE
ADDRESS                1905 DILMONT AMOUNT
CITY                   GREELEY
STATE                  CO
ZIP                    806310000
  MORT                  $  38,500.00 
  BAL                   $        37,706.66 
  RATE                     8.250 
  PAI                   $         328.05 
  CLTV                  39.285 
MATURITY               180319
FEE                    0.5000

LOAN                   0000022029839
LAST_NAME              ALLEN
ADDRESS                915 MIDWAY AVENUE
CITY                   DURHAM
STATE                  NC
ZIP                    277030000
  MORT                  $  68,000.00 
  BAL                   $        67,809.85 
  RATE                     9.990 
  PAI                   $         655.76 
  CLTV                  85.000 
MATURITY               180326
FEE                    0.5000

LOAN                   0000022029862
LAST_NAME              MCCAULEY
ADDRESS                965 PROPOSED AVENUE
CITY                   FRANKLIN
STATE                  NJ
ZIP                    083220000
  MORT                  $  20,000.00 
  BAL                   $        19,811.05 
  RATE                   10.650 
  PAI                   $         271.56 
  CLTV                  59.870 
MATURITY               80326
FEE                    0.5000

LOAN                   0000022029870
LAST_NAME              WHITE
ADDRESS                468 BRUCE STREET
CITY                   DEFUNIAK
STATE                  FL
ZIP                    324330000
  MORT                  $  21,000.00 
  BAL                   $        20,907.10 
  RATE                   10.990 
  PAI                   $         238.56 
  CLTV                  70.000 
MATURITY               130326
FEE                    0.5000

LOAN                   0000022029961
LAST_NAME              BROXEY
ADDRESS                1421 SW 6 WAY
CITY                   DEERFIELD B
STATE                  FL
ZIP                    334410000
  MORT                  $  72,000.00 
  BAL                   $        72,000.00 
  RATE                     9.250 
  PAI                   $         741.02 
  CLTV                  87.804 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022030084
LAST_NAME              EKLUND
ADDRESS                24 HORIZON LANE
CITY                   ELKTON
STATE                  MD
ZIP                    219210000
  MORT                  $  92,000.00 
  BAL                   $        92,000.00 
  RATE                     8.000 
  PAI                   $      1,116.22 
  CLTV                  72.440 
MATURITY               80508
FEE                    0.5000

LOAN                   0000022030167
LAST_NAME              MURPHY
ADDRESS                5213 HIGHWAY 33 & 34
CITY                   FARMINGDALE
STATE                  NJ
ZIP                    077270000
  MORT                  $102,000.00 
  BAL                   $      101,939.32 
  RATE                     9.950 
  PAI                   $         891.36 
  CLTV                  85.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022030217
LAST_NAME              QUINONES
ADDRESS                59 BALLARD LANE
CITY                   WILLINGBORO
STATE                  NJ
ZIP                    080460000
  MORT                  $  81,000.00 
  BAL                   $        80,659.79 
  RATE                     9.550 
  PAI                   $         757.67 
  CLTV                  89.010 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022030332
LAST_NAME              WILSON
ADDRESS                430 DEVOTION ROAD
CITY                   SCOTLAND
STATE                  CT
ZIP                    062640000
  MORT                  $  92,000.00 
  BAL                   $        91,864.61 
  RATE                     9.550 
  PAI                   $         776.94 
  CLTV                  80.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022030357
LAST_NAME              LINDSAY
ADDRESS                3740 NW 176 STREET
CITY                   OPALOCKA
STATE                  FL
ZIP                    330550000
  MORT                  $  26,499.00 
  BAL                   $        26,499.00 
  RATE                     8.750 
  PAI                   $         264.84 
  CLTV                  33.123 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022030373
LAST_NAME              MCKAY
ADDRESS                28 HILLTOP MANOR
CITY                   DANBURY
STATE                  CT
ZIP                    068110000
  MORT                  $  85,000.00 
  BAL                   $        84,895.13 
  RATE                   10.500 
  PAI                   $         848.62 
  CLTV                  65.720 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022030407
LAST_NAME              VONG
ADDRESS                47 PAYTON STREET
CITY                   PROVIDENCE
STATE                  RI
ZIP                    029050000
  MORT                  $  55,200.00 
  BAL                   $        55,200.00 
  RATE                     9.300 
  PAI                   $         569.77 
  CLTV                  80.000 
MATURITY               130512
FEE                    0.5000

LOAN                   0000022030464
LAST_NAME              DAVIS
ADDRESS                9187 NATIONAL AVE
CITY                   LELAND
STATE                  NC
ZIP                    284510000
  MORT                  $  88,900.00 
  BAL                   $        88,326.09 
  RATE                     8.490 
  PAI                   $         770.93 
  CLTV                  70.000 
MATURITY               180112
FEE                    0.5000

LOAN                   0000022030498
LAST_NAME              BUSER
ADDRESS                362 MALDEN TURNPIKE
CITY                   SAUGERTIES
STATE                  NY
ZIP                    124770000
  MORT                  $  54,400.00 
  BAL                   $        54,215.88 
  RATE                   11.250 
  PAI                   $         570.80 
  CLTV                  84.926 
MATURITY               180209
FEE                    0.5000

LOAN                   0000022030548
LAST_NAME              ROCCHIO
ADDRESS                38 SCITUATE AVENUE
CITY                   JOHNSTON
STATE                  RI
ZIP                    029190000
  MORT                  $  92,000.00 
  BAL                   $        91,955.22 
  RATE                     9.550 
  PAI                   $         776.95 
  CLTV                  55.757 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022030555
LAST_NAME              MCGILLVARY
ADDRESS                1000 PHILADELPHIA DRIVE
CITY                   DAYTON
STATE                  OH
ZIP                    454240000
  MORT                  $  32,900.00 
  BAL                   $        32,729.33 
  RATE                     9.250 
  PAI                   $         338.61 
  CLTV                  70.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022030589
LAST_NAME              REVELS-WILLI
ADDRESS                8800 JORDAN AVENUE
CITY                   ST. LOUIS
STATE                  MO
ZIP                    631470000
  MORT                  $  54,000.00 
  BAL                   $        54,000.00 
  RATE                   10.780 
  PAI                   $         520.70 
  CLTV                  90.000 
MATURITY               230501
FEE                    0.5000

LOAN                   0000022030597
LAST_NAME              ALCAINO
ADDRESS                19 TREMONT AVENUE
CITY                   BRENTWOOD
STATE                  NY
ZIP                    117170000
  MORT                  $114,750.00 
  BAL                   $      114,230.03 
  RATE                     8.990 
  PAI                   $      1,031.70 
  CLTV                  85.000 
MATURITY               180204
FEE                    0.5000

LOAN                   0000022030605
LAST_NAME              PORTER
ADDRESS                34 5TH STREET
CITY                   TOWNSHIP OF
STATE                  PA
ZIP                    156400000
  MORT                  $  42,000.00 
  BAL                   $        42,000.00 
  RATE                     8.300 
  PAI                   $         359.19 
  CLTV                  54.901 
MATURITY               180513
FEE                    0.5000

LOAN                   0000022030613
LAST_NAME              MCGILLVARY
ADDRESS                2408 GREENWAY
CITY                   DAYTON
STATE                  OH
ZIP                    453150000
  MORT                  $  22,400.00 
  BAL                   $        22,283.81 
  RATE                     9.250 
  PAI                   $         230.54 
  CLTV                  70.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022030621
LAST_NAME              QUICK
ADDRESS                5014 PLEASANT HILL ROAD
CITY                   WALLACE
STATE                  SC
ZIP                    295960000
  MORT                  $  60,300.00 
  BAL                   $        60,139.47 
  RATE                     9.950 
  PAI                   $         579.92 
  CLTV                  90.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022030639
LAST_NAME              COBLE
ADDRESS                3132 E. CALLOWAY DRIVE
CITY                   MEBANE
STATE                  NC
ZIP                    273020000
  MORT                  $  86,400.00 
  BAL                   $        86,306.51 
  RATE                   10.990 
  PAI                   $         822.16 
  CLTV                  90.000 
MATURITY               280127
FEE                    0.5000

LOAN                   0000022030654
LAST_NAME              MCGILLVARY
ADDRESS                3216 MERRIMAC AVENUE
CITY                   DAYTON
STATE                  OH
ZIP                    454050000
  MORT                  $  33,600.00 
  BAL                   $        33,425.71 
  RATE                     9.250 
  PAI                   $         345.81 
  CLTV                  70.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022030746
LAST_NAME              GORMAN
ADDRESS                1534 COLLINS AVENUE
CITY                   RICHMOND HE
STATE                  MO
ZIP                    631170000
  MORT                  $  83,000.00 
  BAL                   $        82,887.11 
  RATE                     9.750 
  PAI                   $         787.27 
  CLTV                  79.047 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022030779
LAST_NAME              DAVIS
ADDRESS                329 LINDY BOULEVARD
CITY                   WINCHESTER
STATE                  MO
ZIP                    630210000
  MORT                  $  84,500.00 
  BAL                   $        84,075.35 
  RATE                     9.600 
  PAI                   $         887.48 
  CLTV                  74.778 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022030852
LAST_NAME              TOWNSON
ADDRESS                3953 CANTERBURY DRIVE
CITY                   PASADENA HI
STATE                  MO
ZIP                    631210000
  MORT                  $131,750.00 
  BAL                   $      131,703.02 
  RATE                   11.000 
  PAI                   $      1,254.69 
  CLTV                  85.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022030860
LAST_NAME              KRAUSCH
ADDRESS                1516 LA DINA PLACE
CITY                   ELLISVILLE
STATE                  MO
ZIP                    630110000
  MORT                  $125,600.00 
  BAL                   $      125,493.77 
  RATE                   10.450 
  PAI                   $      1,144.22 
  CLTV                  79.746 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022030878
LAST_NAME              BOYLE
ADDRESS                1432 LANDOVER AVENUE
CITY                   DELTONA
STATE                  FL
ZIP                    327250000
  MORT                  $  72,000.00 
  BAL                   $        72,000.00 
  RATE                   10.000 
  PAI                   $         631.86 
  CLTV                  90.000 
MATURITY               280508
FEE                    0.5000

LOAN                   0000022030928
LAST_NAME              MALICH
ADDRESS                4585 NORTH CEDAR TRAIL
CITY                   STEVENSVILL
STATE                  MI
ZIP                    491270000
  MORT                  $153,000.00 
  BAL                   $      153,000.00 
  RATE                     8.500 
  PAI                   $      1,327.77 
  CLTV                  84.764 
MATURITY               180504
FEE                    0.5000

LOAN                   0000022030969
LAST_NAME              POTTS
ADDRESS                1710 NORMANDY
CITY                   LEXINGTON
STATE                  KY
ZIP                    405040000
  MORT                  $  84,000.00 
  BAL                   $        83,461.76 
  RATE                     8.550 
  PAI                   $         731.63 
  CLTV                  80.000 
MATURITY               180106
FEE                    0.5000

LOAN                   0000022031041
LAST_NAME              SMITH
ADDRESS                734 LIBERTY BELL LANE
CITY                   LIBERTYVILL
STATE                  IL
ZIP                    600480000
  MORT                  $  36,300.00 
  BAL                   $        36,132.00 
  RATE                   10.500 
  PAI                   $         401.26 
  CLTV                  84.991 
MATURITY               130312
FEE                    0.5000

LOAN                   0000022031116
LAST_NAME              BEAVER
ADDRESS                6124 KENNEDY AVENUE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452130000
  MORT                  $  69,600.00 
  BAL                   $        69,060.46 
  RATE                     9.190 
  PAI                   $         569.56 
  CLTV                  80.000 
MATURITY               130319
FEE                    0.5000

LOAN                   0000022031165
LAST_NAME              MAHAN
ADDRESS                311-313 PLATT STREET
CITY                   BRIDGEPORT
STATE                  CT
ZIP                    066060000
  MORT                  $  68,000.00 
  BAL                   $        67,927.73 
  RATE                     9.150 
  PAI                   $         554.50 
  CLTV                  80.000 
MATURITY               130305
FEE                    0.5000

LOAN                   0000022031199
LAST_NAME              EUBANK
ADDRESS                820 HIGH STREET
CITY                   FAIRPORT
STATE                  OH
ZIP                    440770000
  MORT                  $  82,450.00 
  BAL                   $        82,450.00 
  RATE                   10.050 
  PAI                   $         726.61 
  CLTV                  85.000 
MATURITY               130428
FEE                    0.5000

LOAN                   0000022031306
LAST_NAME              CLEVENGER
ADDRESS                34 GEORGIA AVENUE
CITY                   CRYSTAL BEA
STATE                  FL
ZIP                    346810000
  MORT                  $  38,000.00 
  BAL                   $        37,940.90 
  RATE                     8.700 
  PAI                   $         334.60 
  CLTV                  69.090 
MATURITY               180428
FEE                    0.5000

LOAN                   0000022031330
LAST_NAME              WRIGHT
ADDRESS                6931 KEY STREET
CITY                   SAVANNAH
STATE                  GA
ZIP                    314060000
  MORT                  $  41,400.00 
  BAL                   $        41,400.00 
  RATE                   10.500 
  PAI                   $         378.71 
  CLTV                  90.000 
MATURITY               130511
FEE                    0.5000


                          Page 41
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022031389
LAST_NAME              FEALTMAN
ADDRESS                4969 AMERICANA DR. UNIT 1
CITY                   ANNANDALE
STATE                  VA
ZIP                    220030000
  MORT                  $  51,000.00 
  BAL                   $        50,903.73 
  RATE                     8.350 
  PAI                   $         386.74 
  CLTV                  85.000 
MATURITY               280224
FEE                    0.5000

LOAN                   0000022031439
LAST_NAME              CROWDER
ADDRESS                2455 TUNNEL ROAD
CITY                   VALDESE
STATE                  NC
ZIP                    286900000
  MORT                  $  46,750.00 
  BAL                   $        46,426.22 
  RATE                     9.990 
  PAI                   $         450.84 
  CLTV                  85.000 
MATURITY               180324
FEE                    0.5000

LOAN                   0000022031546
LAST_NAME              LAWSON
ADDRESS                1717 COLLIER ROAD
CITY                   DURHAM
STATE                  NC
ZIP                    277070000
  MORT                  $  72,000.00 
  BAL                   $        72,000.00 
  RATE                     8.900 
  PAI                   $         574.16 
  CLTV                  78.260 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022031686
LAST_NAME              COLE
ADDRESS                6549 DYAL ROAD
CITY                   CALLAHAN
STATE                  FL
ZIP                    320110000
  MORT                  $  68,000.00 
  BAL                   $        67,888.10 
  RATE                     8.250 
  PAI                   $         579.40 
  CLTV                  80.000 
MATURITY               180402
FEE                    0.5000

LOAN                   0000022031751
LAST_NAME              VERNI
ADDRESS                3 BUDD COURT
CITY                   BAYVILLE
STATE                  NY
ZIP                    117090000
  MORT                  $  53,600.00 
  BAL                   $        53,528.03 
  RATE                     9.850 
  PAI                   $         511.94 
  CLTV                  78.700 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022031769
LAST_NAME              RICHARDSON
ADDRESS                20 DERBY AVENUE
CITY                   AUBURN
STATE                  NY
ZIP                    130210000
  MORT                  $  38,400.00 
  BAL                   $        38,346.41 
  RATE                     9.550 
  PAI                   $         359.19 
  CLTV                  80.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022031777
LAST_NAME              NELSON
ADDRESS                5935 PINE ROAD
CITY                   DORAVILLE
STATE                  GA
ZIP                    303400000
  MORT                  $  32,300.00 
  BAL                   $        32,157.13 
  RATE                   10.990 
  PAI                   $         366.92 
  CLTV                  52.950 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022031785
LAST_NAME              BROWN
ADDRESS                1103 WEST 22ND STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322090000
  MORT                  $  42,200.00 
  BAL                   $        42,088.38 
  RATE                     8.990 
  PAI                   $         427.77 
  CLTV                  68.064 
MATURITY               130326
FEE                    0.5000

LOAN                   0000022031819
LAST_NAME              BLUMENTHAL
ADDRESS                4809 KIRKDALE DRIVE
CITY                   WOODBRIDGE
STATE                  VA
ZIP                    221930000
  MORT                  $103,350.00 
  BAL                   $      103,179.92 
  RATE                     8.250 
  PAI                   $         880.61 
  CLTV                  78.893 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022031827
LAST_NAME              EGGLESTON
ADDRESS                940 LAKE ELBERT SE DRIVE
CITY                   WINTER HAVE
STATE                  FL
ZIP                    338800000
  MORT                  $  62,300.00 
  BAL                   $        62,155.20 
  RATE                   10.990 
  PAI                   $         642.63 
  CLTV                  84.973 
MATURITY               180327
FEE                    0.5000

LOAN                   0000022031843
LAST_NAME              OLDER, III
ADDRESS                192 SAND HILL ROAD
CITY                   GREENFIELD
STATE                  NY
ZIP                    128330000
  MORT                  $  57,800.00 
  BAL                   $        57,721.39 
  RATE                     9.750 
  PAI                   $         548.24 
  CLTV                  79.814 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022031868
LAST_NAME              DENNIS
ADDRESS                218 EARLY STREET
CITY                   PROVIDENCE
STATE                  RI
ZIP                    029070000
  MORT                  $  64,000.00 
  BAL                   $        63,901.10 
  RATE                     8.750 
  PAI                   $         565.57 
  CLTV                  80.000 
MATURITY               180415
FEE                    0.5000

LOAN                   0000022031884
LAST_NAME              JORDAN
ADDRESS                10 SANDY LANE
CITY                   PEMBROKE
STATE                  MA
ZIP                    023590000
  MORT                  $  56,000.00 
  BAL                   $        55,850.00 
  RATE                     8.850 
  PAI                   $         563.00 
  CLTV                  71.219 
MATURITY               130428
FEE                    0.5000

LOAN                   0000022031892
LAST_NAME              NOE
ADDRESS                1314 E TRIPP AVENUE
CITY                   PEORIA
STATE                  IL
ZIP                    616030000
  MORT                  $  37,850.00 
  BAL                   $        37,649.03 
  RATE                     8.990 
  PAI                   $         383.67 
  CLTV                  74.950 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022031900
LAST_NAME              LYONS
ADDRESS                16 WINTER STREET
CITY                   WALTHAM
STATE                  MA
ZIP                    021540000
  MORT                  $  26,000.00 
  BAL                   $        25,936.69 
  RATE                     9.900 
  PAI                   $         277.81 
  CLTV                  73.347 
MATURITY               130430
FEE                    0.5000

LOAN                   0000022031934
LAST_NAME              TEAGUE
ADDRESS                4505 BROADWAY AVENUE
CITY                   EVANSVILLE
STATE                  IN
ZIP                    477120000
  MORT                  $  57,600.00 
  BAL                   $        57,458.13 
  RATE                     8.500 
  PAI                   $         499.87 
  CLTV                  69.818 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022031959
LAST_NAME              JOHNS
ADDRESS                1915 COLEBROOK DRIVE
CITY                   TEMPLE HILL
STATE                  MD
ZIP                    207480000
  MORT                  $  11,600.00 
  BAL                   $        11,548.83 
  RATE                   11.750 
  PAI                   $         164.75 
  CLTV                  43.605 
MATURITY               80330
FEE                    0.5000

LOAN                   0000022032031
LAST_NAME              DELAPORTAS
ADDRESS                491  CENTRAL BOULEVARD
CITY                   FORT LEE
STATE                  NJ
ZIP                    070240000
  MORT                  $  26,800.00 
  BAL                   $        26,660.99 
  RATE                     9.250 
  PAI                   $         275.82 
  CLTV                  46.326 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022032049
LAST_NAME              BOUCHARD
ADDRESS                19 CATHERINE STREET
CITY                   LYNBROOK
STATE                  NY
ZIP                    115630000
  MORT                  $  34,000.00 
  BAL                   $        33,959.40 
  RATE                   10.750 
  PAI                   $         345.18 
  CLTV                  77.969 
MATURITY               180327
FEE                    0.5000

LOAN                   0000022032056
LAST_NAME              WHITLEY
ADDRESS                3126 W POLK
CITY                   CHICAGO
STATE                  IL
ZIP                    606240000
  MORT                  $  55,000.00 
  BAL                   $        54,960.60 
  RATE                   11.000 
  PAI                   $         523.78 
  CLTV                  64.705 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022032080
LAST_NAME              O'DONOGHUE
ADDRESS                5313 NORTH 8TH ROAD
CITY                   ARLINGTON
STATE                  VA
ZIP                    222050000
  MORT                  $  44,300.00 
  BAL                   $        44,248.71 
  RATE                   10.990 
  PAI                   $         456.96 
  CLTV                  52.966 
MATURITY               180327
FEE                    0.5000

LOAN                   0000022032098
LAST_NAME              RENNAKER
ADDRESS                8356 S 600 WEST
CITY                   PENDLETON
STATE                  IN
ZIP                    460640000
  MORT                  $  26,400.00 
  BAL                   $        26,344.60 
  RATE                   11.500 
  PAI                   $         308.40 
  CLTV                  81.252 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022032130
LAST_NAME              PREVOST
ADDRESS                8016 INTERNATIONAL VILLAG
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322770000
  MORT                  $  62,900.00 
  BAL                   $        62,881.60 
  RATE                   11.900 
  PAI                   $         642.16 
  CLTV                  85.000 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022032148
LAST_NAME              CHALLENDER
ADDRESS                12 EVERGREEN ROAD
CITY                   NEW EGYPT
STATE                  NJ
ZIP                    085330000
  MORT                  $102,850.00 
  BAL                   $      102,850.00 
  RATE                   11.090 
  PAI                   $         986.47 
  CLTV                  85.000 
MATURITY               280508
FEE                    0.5000

LOAN                   0000022032155
LAST_NAME              MERRITT
ADDRESS                224 CREEKSTONE TRAIL
CITY                   ROCKY POINT
STATE                  NC
ZIP                    284570000
  MORT                  $  76,500.00 
  BAL                   $        76,402.30 
  RATE                   10.990 
  PAI                   $         749.24 
  CLTV                  90.000 
MATURITY               230327
FEE                    0.5000

LOAN                   0000022032171
LAST_NAME              CRENSHAW
ADDRESS                2912 WAXHAM MARVIN ROAD
CITY                   WAXHAW
STATE                  NC
ZIP                    281730000
  MORT                  $  87,000.00 
  BAL                   $        86,952.32 
  RATE                     8.990 
  PAI                   $         699.40 
  CLTV                  64.925 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022032189
LAST_NAME              BELVIN
ADDRESS                107-13 172ND STREET
CITY                   JAMAICA
STATE                  NY
ZIP                    114330000
  MORT                  $  95,300.00 
  BAL                   $        94,709.09 
  RATE                     8.250 
  PAI                   $         924.54 
  CLTV                  68.071 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022032197
LAST_NAME              PETRIDES
ADDRESS                69 VINCENT AVENUE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103060000
  MORT                  $  60,000.00 
  BAL                   $        59,838.22 
  RATE                     9.850 
  PAI                   $         573.06 
  CLTV                  59.380 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022032213
LAST_NAME              SWEENEY
ADDRESS                16 CENTENNIAL COURT
CITY                   GLOUCESTER
STATE                  NJ
ZIP                    080810000
  MORT                  $  25,000.00 
  BAL                   $        24,761.78 
  RATE                   10.500 
  PAI                   $         337.34 
  CLTV                  78.592 
MATURITY               80330
FEE                    0.5000

LOAN                   0000022032262
LAST_NAME              MIRO
ADDRESS                253 HOYT AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112170000
  MORT                  $  91,100.00 
  BAL                   $        90,899.14 
  RATE                     8.990 
  PAI                   $         732.36 
  CLTV                  36.294 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022032270
LAST_NAME              SCHOPPMEYER
ADDRESS                2950 SHERYL AVENUE
CITY                   FAYETTEVILL
STATE                  AR
ZIP                    727030000
  MORT                  $126,800.00 
  BAL                   $      126,800.00 
  RATE                     8.000 
  PAI                   $      1,060.61 
  CLTV                  80.000 
MATURITY               180508
FEE                    0.5000

LOAN                   0000022032288
LAST_NAME              MCBRIDE
ADDRESS                9 MYRTLE AVENUE
CITY                   PORT JERVIS
STATE                  NY
ZIP                    127710000
  MORT                  $  42,300.00 
  BAL                   $        42,070.50 
  RATE                     8.750 
  PAI                   $         422.77 
  CLTV                  71.694 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022032304
LAST_NAME              MILLER
ADDRESS                1365 FAIRFAX STREET
CITY                   DENVER
STATE                  CO
ZIP                    802200000
  MORT                  $  34,200.00 
  BAL                   $        34,034.13 
  RATE                     9.990 
  PAI                   $         367.31 
  CLTV                  79.951 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022032338
LAST_NAME              SAUL
ADDRESS                8507 DEERWOOD ROAD
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282140000
  MORT                  $  56,000.00 
  BAL                   $        55,568.13 
  RATE                     8.250 
  PAI                   $         543.28 
  CLTV                  78.873 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022032361
LAST_NAME              SELMAN
ADDRESS                227 CHESTER STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112120000
  MORT                  $102,000.00 
  BAL                   $      101,693.03 
  RATE                     8.990 
  PAI                   $         917.06 
  CLTV                  85.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022032379
LAST_NAME              WILLIAMS
ADDRESS                4102 32ND STREET
CITY                   MOUNT RAINI
STATE                  MD
ZIP                    207120000
  MORT                  $  68,500.00 
  BAL                   $        68,220.16 
  RATE                     8.750 
  PAI                   $         538.89 
  CLTV                  67.156 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022032387
LAST_NAME              HARRIS
ADDRESS                105 N. VERNON DRIVE
CITY                   MCHENRY
STATE                  IL
ZIP                    600500000
  MORT                  $  68,000.00 
  BAL                   $        67,720.00 
  RATE                     8.750 
  PAI                   $         534.96 
  CLTV                  80.000 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022032395
LAST_NAME              FOSTER
ADDRESS                745 WILL SCARLETT WAY
CITY                   MACON
STATE                  GA
ZIP                    312200000
  MORT                  $  54,400.00 
  BAL                   $        54,375.93 
  RATE                   10.000 
  PAI                   $         477.40 
  CLTV                  68.000 
MATURITY               280506
FEE                    0.5000

LOAN                   0000022032502
LAST_NAME              KRANKAVITCH
ADDRESS                612 SOUTH PARIS STREET
CITY                   CATLIN
STATE                  IL
ZIP                    618170000
  MORT                  $  37,900.00 
  BAL                   $        37,696.84 
  RATE                   10.990 
  PAI                   $         521.86 
  CLTV                  72.958 
MATURITY               80401
FEE                    0.5000

LOAN                   0000022032510
LAST_NAME              REIZINGER
ADDRESS                526 NORTH LARRY CIRCLE
CITY                   BRANDON
STATE                  FL
ZIP                    335110000
  MORT                  $  60,000.00 
  BAL                   $        59,801.84 
  RATE                     8.250 
  PAI                   $         511.24 
  CLTV                  60.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022032528
LAST_NAME              D'ALOISIO
ADDRESS                10 FRANKLIN STREET
CITY                   EASTCHESTER
STATE                  NY
ZIP                    107090000
  MORT                  $  40,000.00 
  BAL                   $        40,000.00 
  RATE                     8.200 
  PAI                   $         386.90 
  CLTV                  19.704 
MATURITY               130505
FEE                    0.5000


                          Page 42
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022032569
LAST_NAME              SUMMERS
ADDRESS                179 CROSMAN TERRACE
CITY                   ROCHESTER
STATE                  NY
ZIP                    146200000
  MORT                  $  12,500.00 
  BAL                   $        12,328.22 
  RATE                     8.990 
  PAI                   $         158.28 
  CLTV                    9.615 
MATURITY               80330
FEE                    0.5000

LOAN                   0000022032593
LAST_NAME              COLLINS
ADDRESS                6004 N. GRADY AVENUE
CITY                   TAMPA
STATE                  FL
ZIP                    336140000
  MORT                  $  39,250.00 
  BAL                   $        39,141.51 
  RATE                     8.500 
  PAI                   $         386.51 
  CLTV                  69.469 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022032601
LAST_NAME              COZART
ADDRESS                13 DICKINSON AVENUE
CITY                   NYACK
STATE                  NY
ZIP                    109600000
  MORT                  $  89,500.00 
  BAL                   $        89,357.26 
  RATE                     8.500 
  PAI                   $         776.70 
  CLTV                  74.583 
MATURITY               180320
FEE                    0.5000

LOAN                   0000022032635
LAST_NAME              MCCONNELL
ADDRESS                281 PARK HILL RD
CITY                   MOUNTAINDAL
STATE                  NY
ZIP                    127630000
  MORT                  $  48,700.00 
  BAL                   $        48,441.40 
  RATE                     8.990 
  PAI                   $         493.65 
  CLTV                  58.674 
MATURITY               130326
FEE                    0.5000

LOAN                   0000022032643
LAST_NAME              DAVIS, .
ADDRESS                16489 PINE VALLEY DRIVE
CITY                   WILLIAMSBUR
STATE                  OH
ZIP                    451760000
  MORT                  $  74,700.00 
  BAL                   $        74,700.00 
  RATE                   10.300 
  PAI                   $         735.79 
  CLTV                  90.000 
MATURITY               180511
FEE                    0.5000

LOAN                   0000022032668
LAST_NAME              MURPHY
ADDRESS                942 SURREY DRIVE
CITY                   EDWARDSVILL
STATE                  IL
ZIP                    620250000
  MORT                  $  59,600.00 
  BAL                   $        59,329.94 
  RATE                     8.990 
  PAI                   $         535.85 
  CLTV                  66.222 
MATURITY               180310
FEE                    0.5000

LOAN                   0000022032692
LAST_NAME              LOUBEAU
ADDRESS                45 RUGBY ROAD
CITY                   NEW ROCHELL
STATE                  NY
ZIP                    108040000
  MORT                  $332,000.00 
  BAL                   $      331,788.29 
  RATE                     8.250 
  PAI                   $      2,494.21 
  CLTV                  79.047 
MATURITY               130414
FEE                    0.5000

LOAN                   0000022032700
LAST_NAME              BUNNELL
ADDRESS                519 MERRIAM AVENUE
CITY                   LEOMINSTER
STATE                  MA
ZIP                    014530000
  MORT                  $103,200.00 
  BAL                   $      102,643.72 
  RATE                     8.250 
  PAI                   $      1,265.78 
  CLTV                  80.000 
MATURITY               80423
FEE                    0.5000

LOAN                   0000022032833
LAST_NAME              ATENCIO
ADDRESS                4809 NW MESA BONITA COURT
CITY                   ALBUQUERQUE
STATE                  NM
ZIP                    871200000
  MORT                  $  10,650.00 
  BAL                   $        10,650.00 
  RATE                     9.650 
  PAI                   $         100.32 
  CLTV                  70.330 
MATURITY               180528
FEE                    0.5000

LOAN                   0000022032866
LAST_NAME              WITTMANN
ADDRESS                1018 ROYAL DRIVE
CITY                   CEDAR FALLS
STATE                  IA
ZIP                    506130000
  MORT                  $  75,150.00 
  BAL                   $        75,111.44 
  RATE                     9.300 
  PAI                   $         620.97 
  CLTV                  90.000 
MATURITY               280428
FEE                    0.5000

LOAN                   0000022032874
LAST_NAME              SMITH
ADDRESS                740 BERKLEY RD
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462080000
  MORT                  $  54,400.00 
  BAL                   $        54,344.54 
  RATE                     9.350 
  PAI                   $         451.49 
  CLTV                  62.528 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022032908
LAST_NAME              TURNER
ADDRESS                80 LINCOLN AVENUE
CITY                   ALBANY
STATE                  NY
ZIP                    122060000
  MORT                  $  81,000.00 
  BAL                   $        80,771.54 
  RATE                     9.500 
  PAI                   $         755.03 
  CLTV                  75.000 
MATURITY               180324
FEE                    0.5000

LOAN                   0000022033021
LAST_NAME              STOWELL
ADDRESS                136 MILLSPRING PLACE
CITY                   ORMOND BEAC
STATE                  FL
ZIP                    321740000
  MORT                  $  96,000.00 
  BAL                   $        95,824.28 
  RATE                     8.500 
  PAI                   $         738.16 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022033039
LAST_NAME              PLUNKETT
ADDRESS                115 PERU AVENUE
CITY                   BARTONVILLE
STATE                  IL
ZIP                    616070000
  MORT                  $  58,190.00 
  BAL                   $        58,190.00 
  RATE                     8.450 
  PAI                   $         571.32 
  CLTV                  78.635 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022033054
LAST_NAME              PETERSON
ADDRESS                30 COOK STREET
CITY                   KINGS PARK
STATE                  NY
ZIP                    117540000
  MORT                  $  58,000.00 
  BAL                   $        57,933.87 
  RATE                   11.100 
  PAI                   $         602.63 
  CLTV                  41.912 
MATURITY               180323
FEE                    0.5000

LOAN                   0000022033062
LAST_NAME              LARRABEE
ADDRESS                30918 WESTWARD HO
CITY                   SORRENTO
STATE                  FL
ZIP                    327760000
  MORT                  $  45,000.00 
  BAL                   $        44,788.90 
  RATE                   10.990 
  PAI                   $         464.18 
  CLTV                  49.450 
MATURITY               180105
FEE                    0.5000

LOAN                   0000022033096
LAST_NAME              MCCON
ADDRESS                5295 STREETER
CITY                   MANTUA
STATE                  OH
ZIP                    442550000
  MORT                  $136,000.00 
  BAL                   $      134,496.30 
  RATE                     8.620 
  PAI                   $      1,348.83 
  CLTV                  80.000 
MATURITY               130128
FEE                    0.5000

LOAN                   0000022033112
LAST_NAME              VORPAHL
ADDRESS                103 A SPRINGS FIREPLACE R
CITY                   E. HAMPTON
STATE                  NY
ZIP                    119370000
  MORT                  $  96,500.00 
  BAL                   $        95,974.10 
  RATE                     8.700 
  PAI                   $         961.63 
  CLTV                  66.551 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022033120
LAST_NAME              CRANDALL
ADDRESS                149 WEST SHORE ROAD
CITY                   ELLINGTON
STATE                  CT
ZIP                    060290000
  MORT                  $  70,000.00 
  BAL                   $        69,957.16 
  RATE                     8.450 
  PAI                   $         535.76 
  CLTV                  45.161 
MATURITY               280420
FEE                    0.5000

LOAN                   0000022033146
LAST_NAME              BOYCE
ADDRESS                1261 E MAPLE DR
CITY                   ARCADIA
STATE                  FL
ZIP                    342660000
  MORT                  $  31,875.00 
  BAL                   $        31,577.35 
  RATE                   10.500 
  PAI                   $         352.35 
  CLTV                  75.000 
MATURITY               130120
FEE                    0.5000

LOAN                   0000022033195
LAST_NAME              PURCELL
ADDRESS                1819 HOYT AVE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462030000
  MORT                  $  46,000.00 
  BAL                   $        45,754.85 
  RATE                     8.950 
  PAI                   $         465.20 
  CLTV                  80.701 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022033229
LAST_NAME              GLENN
ADDRESS                124 S MAYFIELD
CITY                   CHICAGO
STATE                  IL
ZIP                    606440000
  MORT                  $153,500.00 
  BAL                   $      153,271.67 
  RATE                     9.500 
  PAI                   $      1,290.72 
  CLTV                  87.714 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022033252
LAST_NAME              BOURNE
ADDRESS                1113 19TH AVE. WEST
CITY                   BRADENTON
STATE                  FL
ZIP                    342050000
  MORT                  $  51,000.00 
  BAL                   $        50,929.02 
  RATE                     8.950 
  PAI                   $         408.53 
  CLTV                  85.000 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022033328
LAST_NAME              BURCH
ADDRESS                5 NEWINGTON GREEN
CITY                   TAYLORS
STATE                  SC
ZIP                    296870000
  MORT                  $  91,200.00 
  BAL                   $        91,059.06 
  RATE                     8.750 
  PAI                   $         805.94 
  CLTV                  80.000 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022033344
LAST_NAME              BUTLER
ADDRESS                305 E. DONMOYER AVENUE
CITY                   SOUTH BEND
STATE                  IN
ZIP                    466140000
  MORT                  $  15,000.00 
  BAL                   $        15,000.00 
  RATE                     9.300 
  PAI                   $         123.95 
  CLTV                  67.500 
MATURITY               130513
FEE                    0.5000

LOAN                   0000022033351
LAST_NAME              HENRY
ADDRESS                5271 BIRCHWOOD ROAD
CITY                   SPRING HILL
STATE                  FL
ZIP                    346080000
  MORT                  $  89,200.00 
  BAL                   $        89,076.19 
  RATE                     7.850 
  PAI                   $         645.22 
  CLTV                  77.565 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022033385
LAST_NAME              DOUGE
ADDRESS                3407 ANGELA PLACE
CITY                   TOLEDO
STATE                  OH
ZIP                    436080000
  MORT                  $  58,500.00 
  BAL                   $        58,500.00 
  RATE                     9.800 
  PAI                   $         504.76 
  CLTV                  90.000 
MATURITY               130527
FEE                    0.5000

LOAN                   0000022033393
LAST_NAME              JONES
ADDRESS                11753 WATER BLUFF DR. E
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322180000
  MORT                  $  30,800.00 
  BAL                   $        30,634.37 
  RATE                     8.850 
  PAI                   $         309.66 
  CLTV                  53.103 
MATURITY               130324
FEE                    0.5000

LOAN                   0000022033401
LAST_NAME              TOLBERT
ADDRESS                608 M.LUTHER KING BLVD
CITY                   OPELIKA
STATE                  AL
ZIP                    368010000
  MORT                  $  31,500.00 
  BAL                   $        31,500.00 
  RATE                     9.800 
  PAI                   $         334.66 
  CLTV                  68.478 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022033435
LAST_NAME              BANNON
ADDRESS                171 CARROLL AVENUE
CITY                   VALLEY STRE
STATE                  NY
ZIP                    115800000
  MORT                  $  36,000.00 
  BAL                   $        35,958.36 
  RATE                   10.990 
  PAI                   $         371.34 
  CLTV                  79.888 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022033450
LAST_NAME              HEGLE
ADDRESS                3285 N MILFORD
CITY                   HIGHLAND
STATE                  MI
ZIP                    483570000
  MORT                  $104,000.00 
  BAL                   $      103,946.09 
  RATE                     9.250 
  PAI                   $         855.58 
  CLTV                  74.285 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022033484
LAST_NAME              FLYNN
ADDRESS                725 FLORENCE AVENUE
CITY                   LEXINGTON
STATE                  KY
ZIP                    405080000
  MORT                  $  37,200.00 
  BAL                   $        37,182.64 
  RATE                     9.750 
  PAI                   $         319.61 
  CLTV                  80.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022033500
LAST_NAME              PRICE
ADDRESS                2513 OLD CAMDEN ROAD
CITY                   MONROE
STATE                  NC
ZIP                    281100000
  MORT                  $  52,000.00 
  BAL                   $        51,937.91 
  RATE                   10.750 
  PAI                   $         527.92 
  CLTV                  80.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022033526
LAST_NAME              TYLER
ADDRESS                1407 UNION STREET
CITY                   LINDEN
STATE                  NJ
ZIP                    070360000
  MORT                  $117,500.00 
  BAL                   $      117,334.96 
  RATE                     9.500 
  PAI                   $      1,095.25 
  CLTV                  65.277 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022033567
LAST_NAME              STOCKDALE
ADDRESS                135 ORANGE AVENUE
CITY                   WALDEN
STATE                  NY
ZIP                    125860000
  MORT                  $  63,750.00 
  BAL                   $        63,674.83 
  RATE                     8.650 
  PAI                   $         496.98 
  CLTV                  75.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022033583
LAST_NAME              BENSON
ADDRESS                106 WENDALL PLACE
CITY                   DEKALB
STATE                  IL
ZIP                    601150000
  MORT                  $  25,700.00 
  BAL                   $        25,642.15 
  RATE                   10.750 
  PAI                   $         288.08 
  CLTV                  84.920 
MATURITY               130315
FEE                    0.5000

LOAN                   0000022033633
LAST_NAME              KELSAY
ADDRESS                616 S. 25TH STREET
CITY                   NEW CASTLE
STATE                  IN
ZIP                    473620000
  MORT                  $  32,000.00 
  BAL                   $        31,959.04 
  RATE                     8.250 
  PAI                   $         240.41 
  CLTV                  76.190 
MATURITY               130306
FEE                    0.5000

LOAN                   0000022033690
LAST_NAME              SURGEON
ADDRESS                12302 CATALINA DRIVE
CITY                   PUNTA GORDA
STATE                  FL
ZIP                    339550000
  MORT                  $  81,200.00 
  BAL                   $        80,985.22 
  RATE                     8.990 
  PAI                   $         823.10 
  CLTV                  77.333 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022033757
LAST_NAME              ECK
ADDRESS                234 SEARLES ROAD
CITY                   POMFRET
STATE                  CT
ZIP                    062590000
  MORT                  $  64,000.00 
  BAL                   $        64,000.00 
  RATE                     8.300 
  PAI                   $         483.07 
  CLTV                  80.000 
MATURITY               130518
FEE                    0.5000

LOAN                   0000022033765
LAST_NAME              COLEMAN
ADDRESS                3913 W VIRDEN COURT
CITY                   PEORIA
STATE                  IL
ZIP                    616150000
  MORT                  $  32,500.00 
  BAL                   $        32,375.30 
  RATE                   12.500 
  PAI                   $         400.57 
  CLTV                  93.178 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022033781
LAST_NAME              CARLSON
ADDRESS                404 W FAIRVIEW STREET
CITY                   TROY
STATE                  AL
ZIP                    360810000
  MORT                  $  64,600.00 
  BAL                   $        64,262.04 
  RATE                   10.150 
  PAI                   $         574.08 
  CLTV                  80.750 
MATURITY               130402
FEE                    0.5000


                          Page 43
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022033807
LAST_NAME              HARRIS
ADDRESS                409 WILSHIRE
CITY                   MACHESNEY P
STATE                  IL
ZIP                    611150000
  MORT                  $  67,500.00 
  BAL                   $        67,447.81 
  RATE                   10.650 
  PAI                   $         625.04 
  CLTV                  90.000 
MATURITY               130301
FEE                    0.5000

LOAN                   0000022033823
LAST_NAME              OBERG
ADDRESS                4870 NORTHWOOD DRIVE
CITY                   SHEFFIELD L
STATE                  OH
ZIP                    440540000
  MORT                  $  67,000.00 
  BAL                   $        66,884.82 
  RATE                     7.900 
  PAI                   $         556.26 
  CLTV                  73.626 
MATURITY               180323
FEE                    0.5000

LOAN                   0000022033849
LAST_NAME              SIBERT
ADDRESS                25 LINCOLN STREET
CITY                   ASHEVILLE
STATE                  NC
ZIP                    288010000
  MORT                  $  58,800.00 
  BAL                   $        58,406.95 
  RATE                     8.250 
  PAI                   $         570.44 
  CLTV                  71.707 
MATURITY               130402
FEE                    0.5000

LOAN                   0000022033872
LAST_NAME              RATH
ADDRESS                303 NORTH BROOKS STREET
CITY                   MANNING
STATE                  SC
ZIP                    291020000
  MORT                  $125,800.00 
  BAL                   $      125,800.00 
  RATE                     8.500 
  PAI                   $      1,559.74 
  CLTV                  85.000 
MATURITY               80515
FEE                    0.5000

LOAN                   0000022033914
LAST_NAME              MARSHALL
ADDRESS                16746 LANSFIELD
CITY                   DETROIT
STATE                  MI
ZIP                    482350000
  MORT                  $  45,300.00 
  BAL                   $        45,272.76 
  RATE                     8.550 
  PAI                   $         349.93 
  CLTV                  63.802 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022033948
LAST_NAME              DANIELS
ADDRESS                14110 COUNTY ROAD 203
CITY                   SLOCOMB
STATE                  AL
ZIP                    363750000
  MORT                  $  50,400.00 
  BAL                   $        50,381.83 
  RATE                   10.950 
  PAI                   $         478.07 
  CLTV                  90.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022033971
LAST_NAME              JOHNSON
ADDRESS                30766 DRIFTWOOD LANE
CITY                   SPANISH FOR
STATE                  AL
ZIP                    365270000
  MORT                  $  13,500.00 
  BAL                   $        13,471.64 
  RATE                   11.490 
  PAI                   $         157.62 
  CLTV                  83.843 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022034011
LAST_NAME              BISCHOFF
ADDRESS                1241 CLEARVIEW STREET
CITY                   LACEY
STATE                  NJ
ZIP                    087310000
  MORT                  $125,250.00 
  BAL                   $      125,170.13 
  RATE                     8.250 
  PAI                   $         940.96 
  CLTV                  75.000 
MATURITY               280330
FEE                    0.5000

LOAN                   0000022034078
LAST_NAME              COX
ADDRESS                138 W JOHNSON AVENUE
CITY                   SOMER POINT
STATE                  NJ
ZIP                    082440000
  MORT                  $  80,000.00 
  BAL                   $        79,964.53 
  RATE                     9.990 
  PAI                   $         701.47 
  CLTV                  75.471 
MATURITY               280430
FEE                    0.5000

LOAN                   0000022034094
LAST_NAME              WILKINS
ADDRESS                3416 21ST COURT EAST
CITY                   BRADENTON
STATE                  FL
ZIP                    342080000
  MORT                  $  45,900.00 
  BAL                   $        45,837.57 
  RATE                     9.750 
  PAI                   $         435.37 
  CLTV                  85.000 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022034102
LAST_NAME              RUNDELL
ADDRESS                685 COUNTY HIGHWAY 132
CITY                   HAGAMAN
STATE                  NY
ZIP                    120860000
  MORT                  $  26,400.00 
  BAL                   $        26,360.42 
  RATE                     8.990 
  PAI                   $         237.36 
  CLTV                  80.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022034128
LAST_NAME              YOO
ADDRESS                2240 D MORNINGSIDE CIRCLE
CITY                   CARPENTERSV
STATE                  IL
ZIP                    601100000
  MORT                  $  49,700.00 
  BAL                   $        49,550.44 
  RATE                     8.990 
  PAI                   $         446.84 
  CLTV                  73.088 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022034144
LAST_NAME              QUINN
ADDRESS                143 RIVER OAKS DRIVE
CITY                   WOODSTOCK
STATE                  GA
ZIP                    301880000
  MORT                  $  78,400.00 
  BAL                   $        78,058.01 
  RATE                     8.990 
  PAI                   $         704.88 
  CLTV                  80.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022034151
LAST_NAME              ALLEN
ADDRESS                340 STILLSON BOULEVARD
CITY                   BATTLE CREE
STATE                  MI
ZIP                    490170000
  MORT                  $  99,350.00 
  BAL                   $        99,222.87 
  RATE                     8.250 
  PAI                   $         746.38 
  CLTV                  74.981 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022034169
LAST_NAME              PRYOR
ADDRESS                1025 ADDISON STREET
CITY                   WASHINGTON
STATE                  PA
ZIP                    153010000
  MORT                  $  36,500.00 
  BAL                   $        36,500.00 
  RATE                     8.400 
  PAI                   $         314.45 
  CLTV                  70.192 
MATURITY               180526
FEE                    0.5000

LOAN                   0000022034185
LAST_NAME              MCKENNIE
ADDRESS                215 N FAYETTE DRIVE
CITY                   FAYETTEVILL
STATE                  GA
ZIP                    302140000
  MORT                  $144,000.00 
  BAL                   $      143,943.87 
  RATE                   10.590 
  PAI                   $      1,326.93 
  CLTV                  90.000 
MATURITY               130403
FEE                    0.5000

LOAN                   0000022034193
LAST_NAME              FISHER
ADDRESS                220 BOYES DRIVE
CITY                   BATTLE CREE
STATE                  MI
ZIP                    490170000
  MORT                  $  30,300.00 
  BAL                   $        29,985.50 
  RATE                     8.990 
  PAI                   $         383.66 
  CLTV                  48.095 
MATURITY               80301
FEE                    0.5000

LOAN                   0000022034201
LAST_NAME              WEHMAN
ADDRESS                900 NANTUCKET COURT
CITY                   TOMS RIVER
STATE                  NJ
ZIP                    087530000
  MORT                  $  87,700.00 
  BAL                   $        86,998.16 
  RATE                     9.100 
  PAI                   $         711.97 
  CLTV                  67.984 
MATURITY               280428
FEE                    0.5000

LOAN                   0000022034219
LAST_NAME              SAVILLA
ADDRESS                8 TIGERWOOD COURT
CITY                   BALTIMORE
STATE                  MD
ZIP                    212340000
  MORT                  $135,200.00 
  BAL                   $      133,675.46 
  RATE                     7.900 
  PAI                   $         982.65 
  CLTV                  79.529 
MATURITY               280406
FEE                    0.5000

LOAN                   0000022034292
LAST_NAME              PICKETT
ADDRESS                205 N SHERMAN ST
CITY                   VEEDERSBURG
STATE                  IN
ZIP                    479870000
  MORT                  $  16,700.00 
  BAL                   $        16,681.77 
  RATE                     8.750 
  PAI                   $         131.38 
  CLTV                  47.308 
MATURITY               130403
FEE                    0.5000

LOAN                   0000022034300
LAST_NAME              CLOPPER
ADDRESS                312 HEBB ROAD
CITY                   HAGERSTOWN
STATE                  MD
ZIP                    217400000
  MORT                  $100,800.00 
  BAL                   $      100,467.08 
  RATE                     8.250 
  PAI                   $         858.89 
  CLTV                  79.058 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022034342
LAST_NAME              RAMI
ADDRESS                630 BRIDGEPORT PLACE
CITY                   WHEELING
STATE                  IL
ZIP                    600900000
  MORT                  $104,000.00 
  BAL                   $      103,879.89 
  RATE                     8.750 
  PAI                   $         818.17 
  CLTV                  80.000 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022034391
LAST_NAME              HAIGHT
ADDRESS                110 KELLY LANE
CITY                   PIEDMONT
STATE                  AL
ZIP                    362720000
  MORT                  $  49,680.00 
  BAL                   $        49,563.49 
  RATE                   10.350 
  PAI                   $         544.55 
  CLTV                  69.000 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022034425
LAST_NAME              WHITE
ADDRESS                3942 LINK AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212360000
  MORT                  $  80,750.00 
  BAL                   $        80,678.09 
  RATE                     9.990 
  PAI                   $         708.05 
  CLTV                  85.000 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022034433
LAST_NAME              DECHELBOR
ADDRESS                4837 TARTAN LN
CITY                   HOLT
STATE                  MI
ZIP                    488420000
  MORT                  $  46,700.00 
  BAL                   $        46,104.40 
  RATE                     8.250 
  PAI                   $         572.79 
  CLTV                  49.946 
MATURITY               80301
FEE                    0.5000

LOAN                   0000022034441
LAST_NAME              ADAMS
ADDRESS                10030 CEMETERY ROAD
CITY                   ERIE
STATE                  MI
ZIP                    481330000
  MORT                  $212,500.00 
  BAL                   $      212,150.30 
  RATE                     8.250 
  PAI                   $      1,810.64 
  CLTV                  85.000 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022034474
LAST_NAME              HODGE
ADDRESS                1575 HOLIDAY AVENUE
CITY                   EAST LIVERP
STATE                  OH
ZIP                    439200000
  MORT                  $  30,500.00 
  BAL                   $        30,316.18 
  RATE                     8.200 
  PAI                   $         295.01 
  CLTV                  78.205 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022034516
LAST_NAME              GORMALLY
ADDRESS                3677 EAST TREMONT AVENUE
CITY                   BRONX
STATE                  NY
ZIP                    104610000
  MORT                  $234,000.00 
  BAL                   $      234,000.00 
  RATE                   10.875 
  PAI                   $      2,206.37 
  CLTV                  90.000 
MATURITY               130416
FEE                    0.5000

LOAN                   0000022034573
LAST_NAME              QUAYLE
ADDRESS                1613 MICHIGAN STREET
CITY                   SHEBOYGAN
STATE                  WI
ZIP                    530810000
  MORT                  $  43,000.00 
  BAL                   $        42,929.24 
  RATE                     8.250 
  PAI                   $         366.39 
  CLTV                  78.181 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022034607
LAST_NAME              HOLLINS
ADDRESS                2678 FILLMORE STREET
CITY                   GARY
STATE                  IN
ZIP                    464070000
  MORT                  $  29,600.00 
  BAL                   $        29,279.78 
  RATE                     8.250 
  PAI                   $         363.06 
  CLTV                  80.000 
MATURITY               80325
FEE                    0.5000

LOAN                   0000022034623
LAST_NAME              WAMPLER
ADDRESS                4984 IRVING STREET
CITY                   DENVER
STATE                  CO
ZIP                    802210000
  MORT                  $  28,000.00 
  BAL                   $        27,894.10 
  RATE                   12.650 
  PAI                   $         347.84 
  CLTV                  81.205 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022034631
LAST_NAME              PETTWAY
ADDRESS                5031 DIAMOND ROAD
CITY                   THEODORE
STATE                  AL
ZIP                    365820000
  MORT                  $  30,000.00 
  BAL                   $        29,873.48 
  RATE                   11.500 
  PAI                   $         350.46 
  CLTV                  55.555 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022034664
LAST_NAME              GRACEY
ADDRESS                2404 WESTWOOD AVE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212160000
  MORT                  $  44,800.00 
  BAL                   $        44,800.00 
  RATE                   10.000 
  PAI                   $         393.15 
  CLTV                  80.000 
MATURITY               130513
FEE                    0.5000

LOAN                   0000022034680
LAST_NAME              ZINSER
ADDRESS                865 GOSHEN ROAD
CITY                   NEWTOWN SQU
STATE                  PA
ZIP                    190730000
  MORT                  $  76,894.00 
  BAL                   $        76,894.00 
  RATE                     8.550 
  PAI                   $         669.74 
  CLTV                  80.000 
MATURITY               180520
FEE                    0.5000

LOAN                   0000022034698
LAST_NAME              SONZERO
ADDRESS                315 FERNDALE ROAD
CITY                   GLENVIEW
STATE                  IL
ZIP                    600250000
  MORT                  $  52,500.00 
  BAL                   $        52,500.00 
  RATE                   10.200 
  PAI                   $         570.61 
  CLTV                  72.393 
MATURITY               130526
FEE                    0.5000

LOAN                   0000022034706
LAST_NAME              PEARSON
ADDRESS                426 OLD FOREST ROAD
CITY                   RAEFORD
STATE                  NC
ZIP                    283760000
  MORT                  $  67,500.00 
  BAL                   $        67,344.33 
  RATE                   10.490 
  PAI                   $         745.73 
  CLTV                  90.000 
MATURITY               130403
FEE                    0.5000

LOAN                   0000022034714
LAST_NAME              PENNINGTON
ADDRESS                515 GLOVERS FERRY ROAD
CITY                   ALPINE
STATE                  AL
ZIP                    350140000
  MORT                  $117,000.00 
  BAL                   $      117,000.00 
  RATE                     9.100 
  PAI                   $      1,060.22 
  CLTV                  90.000 
MATURITY               180518
FEE                    0.5000

LOAN                   0000022034730
LAST_NAME              ELZE
ADDRESS                201 SHADY VIEW
CITY                   PACIFIC
STATE                  MO
ZIP                    630690000
  MORT                  $181,600.00 
  BAL                   $      181,600.00 
  RATE                     8.400 
  PAI                   $      1,450.08 
  CLTV                  80.000 
MATURITY               230505
FEE                    0.5000

LOAN                   0000022034763
LAST_NAME              DIMONT
ADDRESS                360 ALBANY STREET
CITY                   BURLINGTON
STATE                  NC
ZIP                    272150000
  MORT                  $  47,200.00 
  BAL                   $        47,200.00 
  RATE                     8.700 
  PAI                   $         369.64 
  CLTV                  80.000 
MATURITY               130506
FEE                    0.5000

LOAN                   0000022034797
LAST_NAME              TYNER
ADDRESS                3717 30TH PLACE NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200180000
  MORT                  $148,000.00 
  BAL                   $      147,756.44 
  RATE                     8.250 
  PAI                   $      1,261.06 
  CLTV                  80.000 
MATURITY               180323
FEE                    0.5000

LOAN                   0000022034839
LAST_NAME              TIPTON
ADDRESS                6973 CONSERVANCY ROAD
CITY                   GERMANTOWN
STATE                  OH
ZIP                    453270000
  MORT                  $106,250.00 
  BAL                   $      106,185.89 
  RATE                     8.650 
  PAI                   $         828.30 
  CLTV                  85.000 
MATURITY               130330
FEE                    0.5000


                          Page 44
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022034862
LAST_NAME              MAY
ADDRESS                4216 MENNONITE ROAD
CITY                   MANTUA
STATE                  OH
ZIP                    442550000
  MORT                  $  43,000.00 
  BAL                   $        42,958.41 
  RATE                     9.600 
  PAI                   $         364.71 
  CLTV                  78.181 
MATURITY               280330
FEE                    0.5000

LOAN                   0000022034870
LAST_NAME              YOUNG
ADDRESS                811 CLOVIS AVE.
CITY                   CAPITOL HEI
STATE                  MD
ZIP                    207430000
  MORT                  $  20,000.00 
  BAL                   $        19,730.98 
  RATE                     8.450 
  PAI                   $         409.85 
  CLTV                  28.169 
MATURITY               30404
FEE                    0.5000

LOAN                   0000022034896
LAST_NAME              RESER
ADDRESS                595 N. 400 E
CITY                   ANGOLA
STATE                  IN
ZIP                    467030000
  MORT                  $  72,800.00 
  BAL                   $        72,766.33 
  RATE                     9.790 
  PAI                   $         627.60 
  CLTV                  80.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022034912
LAST_NAME              BURNETTE
ADDRESS                612 BURNS STREET, SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200190000
  MORT                  $  77,350.00 
  BAL                   $        77,280.43 
  RATE                     9.950 
  PAI                   $         675.95 
  CLTV                  77.350 
MATURITY               280327
FEE                    0.5000

LOAN                   0000022034920
LAST_NAME              GAITHER
ADDRESS                1517 JENIFER STREET
CITY                   HYATTSVILLE
STATE                  MD
ZIP                    207820000
  MORT                  $  25,000.00 
  BAL                   $        24,744.98 
  RATE                     9.300 
  PAI                   $         320.77 
  CLTV                  18.656 
MATURITY               80330
FEE                    0.5000

LOAN                   0000022034938
LAST_NAME              JACKSON
ADDRESS                1504 HOWARD RD. SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200200000
  MORT                  $  60,000.00 
  BAL                   $        59,941.97 
  RATE                     9.600 
  PAI                   $         508.90 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022034946
LAST_NAME              LITTLE
ADDRESS                617 LARCHMONT AVENUE
CITY                   CAPITOL HEI
STATE                  MD
ZIP                    207430000
  MORT                  $  93,500.00 
  BAL                   $        93,460.79 
  RATE                   10.250 
  PAI                   $         837.86 
  CLTV                  77.916 
MATURITY               280404
FEE                    0.5000

LOAN                   0000022034953
LAST_NAME              CHEW
ADDRESS                3834 SIXES ROAD
CITY                   PRINCE FRED
STATE                  MD
ZIP                    206780000
  MORT                  $146,800.00 
  BAL                   $      146,268.10 
  RATE                     7.500 
  PAI                   $      1,182.62 
  CLTV                  80.000 
MATURITY               180320
FEE                    0.5000

LOAN                   0000022034961
LAST_NAME              RANDALL
ADDRESS                126 JOLIET STREET
CITY                   WASHINGTON
STATE                  DC
ZIP                    200320000
  MORT                  $  64,000.00 
  BAL                   $        63,973.73 
  RATE                   10.350 
  PAI                   $         578.27 
  CLTV                  69.945 
MATURITY               130404
FEE                    0.5000

LOAN                   0000022034979
LAST_NAME              MOORE
ADDRESS                106 ELMIRA STREET SW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200320000
  MORT                  $  80,800.00 
  BAL                   $        80,718.49 
  RATE                     9.400 
  PAI                   $         673.53 
  CLTV                  80.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022035000
LAST_NAME              FLEET
ADDRESS                3010 11TH STREET NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200010000
  MORT                  $104,800.00 
  BAL                   $      104,742.15 
  RATE                     8.950 
  PAI                   $         839.48 
  CLTV                  80.000 
MATURITY               280404
FEE                    0.5000

LOAN                   0000022035018
LAST_NAME              BURNETT
ADDRESS                722 HAMILTON STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $100,000.00 
  BAL                   $        99,945.26 
  RATE                     8.990 
  PAI                   $         803.91 
  CLTV                  80.116 
MATURITY               130328
FEE                    0.5000

LOAN                   0000022035026
LAST_NAME              NASH
ADDRESS                112 W OSTEND
CITY                   BALTIMORE
STATE                  MD
ZIP                    212300000
  MORT                  $104,000.00 
  BAL                   $      103,942.60 
  RATE                     8.950 
  PAI                   $         833.07 
  CLTV                  80.000 
MATURITY               280323
FEE                    0.5000

LOAN                   0000022035034
LAST_NAME              THOMPSON
ADDRESS                1202 CANYON ROAD
CITY                   SILVER SPRI
STATE                  MD
ZIP                    209040000
  MORT                  $  44,000.00 
  BAL                   $        43,760.21 
  RATE                     8.700 
  PAI                   $         438.46 
  CLTV                  25.581 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022035059
LAST_NAME              RYAN
ADDRESS                2187 ARKANSAS
CITY                   OREGON
STATE                  OH
ZIP                    436160000
  MORT                  $  18,000.00 
  BAL                   $        17,988.81 
  RATE                   11.650 
  PAI                   $         180.32 
  CLTV                  52.941 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022035109
LAST_NAME              DAVIS
ADDRESS                27 QUEEN ROAD
CITY                   CANDLER
STATE                  NC
ZIP                    287150000
  MORT                  $  53,500.00 
  BAL                   $        53,429.45 
  RATE                     9.990 
  PAI                   $         515.94 
  CLTV                  79.259 
MATURITY               180403
FEE                    0.5000

LOAN                   0000022035117
LAST_NAME              SMITH
ADDRESS                1603 TOAD HOLLOW ROAD
CITY                   CHILLICOTHE
STATE                  OH
ZIP                    456010000
  MORT                  $  60,300.00 
  BAL                   $        60,155.84 
  RATE                   10.100 
  PAI                   $         651.69 
  CLTV                  90.000 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022035133
LAST_NAME              TUCKER
ADDRESS                26 WASHINGTON BLVD.
CITY                   MT. VERNON
STATE                  NY
ZIP                    105500000
  MORT                  $120,000.00 
  BAL                   $      120,000.00 
  RATE                     9.500 
  PAI                   $      1,009.03 
  CLTV                  74.534 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022035182
LAST_NAME              BARLOW
ADDRESS                16 LAMONT RD
CITY                   BURLINGTON
STATE                  NJ
ZIP                    080160000
  MORT                  $  57,000.00 
  BAL                   $        56,980.97 
  RATE                   11.300 
  PAI                   $         555.78 
  CLTV                  58.163 
MATURITY               280420
FEE                    0.5000

LOAN                   0000022035190
LAST_NAME              DANIELS
ADDRESS                1048 WEST 108TH PLACE
CITY                   CHICAGO
STATE                  IL
ZIP                    606430000
  MORT                  $  83,700.00 
  BAL                   $        83,700.00 
  RATE                     9.100 
  PAI                   $         758.47 
  CLTV                  90.000 
MATURITY               180511
FEE                    0.5000

LOAN                   0000022035216
LAST_NAME              FLOYD
ADDRESS                2015 DOUGLAS STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200180000
  MORT                  $  68,000.00 
  BAL                   $        67,928.47 
  RATE                     9.200 
  PAI                   $         556.96 
  CLTV                  66.666 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022035240
LAST_NAME              SNYDER
ADDRESS                6412 LINDEN ROAD
CITY                   SWARTZ CREE
STATE                  MI
ZIP                    484730000
  MORT                  $  65,750.00 
  BAL                   $        65,750.00 
  RATE                   12.390 
  PAI                   $         696.11 
  CLTV                  80.972 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022035273
LAST_NAME              TINKLEPAUGH
ADDRESS                128 CASTLE HEIGHTS AVENUE
CITY                   PENNSVILLE
STATE                  NJ
ZIP                    080700000
  MORT                  $  57,200.00 
  BAL                   $        56,961.63 
  RATE                     7.950 
  PAI                   $         476.67 
  CLTV                  72.405 
MATURITY               180508
FEE                    0.5000

LOAN                   0000022035364
LAST_NAME              KIRALY
ADDRESS                3830 N RIDGE WEST ROAD
CITY                   ASHTABULA
STATE                  OH
ZIP                    440040000
  MORT                  $  25,000.00 
  BAL                   $        24,978.24 
  RATE                   13.100 
  PAI                   $         294.68 
  CLTV                  78.125 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022035372
LAST_NAME              PENT
ADDRESS                205 S WOODLAND STREET
CITY                   WINTER GARD
STATE                  FL
ZIP                    347870000
  MORT                  $  94,400.00 
  BAL                   $        93,452.22 
  RATE                     8.250 
  PAI                   $         709.20 
  CLTV                  80.000 
MATURITY               270228
FEE                    0.5000

LOAN                   0000022035406
LAST_NAME              BUDA
ADDRESS                200 JENIFORD ROAD
CITY                   FAIRFIELD
STATE                  CT
ZIP                    064300000
  MORT                  $  39,000.00 
  BAL                   $        38,695.45 
  RATE                     8.800 
  PAI                   $         489.82 
  CLTV                  15.294 
MATURITY               80417
FEE                    0.5000

LOAN                   0000022035414
LAST_NAME              GARCIA
ADDRESS                1016 CIMARRON DRIVE
CITY                   PUNTA GORDA
STATE                  FL
ZIP                    339500000
  MORT                  $  20,000.00 
  BAL                   $        19,442.04 
  RATE                     8.990 
  PAI                   $         202.73 
  CLTV                    9.049 
MATURITY               120625
FEE                    0.5000

LOAN                   0000022035455
LAST_NAME              JACKSON
ADDRESS                6523 VERNON STREET
CITY                   ORLANDO
STATE                  FL
ZIP                    328180000
  MORT                  $  73,600.00 
  BAL                   $        73,013.08 
  RATE                     8.650 
  PAI                   $         573.76 
  CLTV                  80.000 
MATURITY               270407
FEE                    0.5000

LOAN                   0000022035463
LAST_NAME              MURPHY
ADDRESS                2225 FULTON STREET
CITY                   AURORA
STATE                  CO
ZIP                    800100000
  MORT                  $  68,000.00 
  BAL                   $        67,191.13 
  RATE                     8.250 
  PAI                   $         510.86 
  CLTV                  80.000 
MATURITY               270226
FEE                    0.5000

LOAN                   0000022035471
LAST_NAME              HURST
ADDRESS                5399 T R #212 ROAD
CITY                   BELLEFONTAI
STATE                  OH
ZIP                    433310000
  MORT                  $  11,000.00 
  BAL                   $        10,874.62 
  RATE                   14.650 
  PAI                   $         259.67 
  CLTV                  61.771 
MATURITY               30401
FEE                    0.5000

LOAN                   0000022035497
LAST_NAME              LAWSON
ADDRESS                611 BEVERLY DRIVE
CITY                   PIQUA
STATE                  OH
ZIP                    453560000
  MORT                  $  36,000.00 
  BAL                   $        35,844.88 
  RATE                   12.150 
  PAI                   $         519.62 
  CLTV                  54.545 
MATURITY               80401
FEE                    0.5000

LOAN                   0000022035513
LAST_NAME              MERAI
ADDRESS                7537B N MAPLEWOOD AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606450000
  MORT                  $114,300.00 
  BAL                   $      114,300.00 
  RATE                     8.650 
  PAI                   $         891.05 
  CLTV                  90.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022035547
LAST_NAME              HUGHES
ADDRESS                1808 S MAGNOLIA DRIVE
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323010000
  MORT                  $  56,000.00 
  BAL                   $        52,894.47 
  RATE                     8.300 
  PAI                   $         688.35 
  CLTV                  65.116 
MATURITY               70728
FEE                    0.5000

LOAN                   0000022035562
LAST_NAME              HEATH
ADDRESS                110 E POTTAWATAMIE STREET
CITY                   TECUMSEH
STATE                  MI
ZIP                    492860000
  MORT                  $  97,240.00 
  BAL                   $        97,240.00 
  RATE                   12.090 
  PAI                   $      1,172.68 
  CLTV                  79.704 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022035588
LAST_NAME              FINNERTY
ADDRESS                325 URANUS TR.
CITY                   OSTEEN
STATE                  FL
ZIP                    327640000
  MORT                  $  40,000.00 
  BAL                   $        39,671.17 
  RATE                     8.500 
  PAI                   $         307.57 
  CLTV                  36.363 
MATURITY               270407
FEE                    0.5000

LOAN                   0000022035596
LAST_NAME              MASKER
ADDRESS                6109 SW 1ST STREET
CITY                   MARGATE
STATE                  FL
ZIP                    330600000
  MORT                  $  60,000.00 
  BAL                   $        59,607.36 
  RATE                     8.300 
  PAI                   $         452.87 
  CLTV                  80.000 
MATURITY               270728
FEE                    0.5000

LOAN                   0000022035612
LAST_NAME              HOSTETLER
ADDRESS                544 CAVALIER AVENUE
CITY                   DELTONA
STATE                  FL
ZIP                    327250000
  MORT                  $  56,000.00 
  BAL                   $        55,672.93 
  RATE                     8.300 
  PAI                   $         422.68 
  CLTV                  75.675 
MATURITY               270802
FEE                    0.5000

LOAN                   0000022035646
LAST_NAME              HUCKABY
ADDRESS                12613 DARREN COURT
CITY                   RIVERVIEW
STATE                  FL
ZIP                    335690000
  MORT                  $  44,500.00 
  BAL                   $        42,025.14 
  RATE                   10.250 
  PAI                   $         783.86 
  CLTV                  68.461 
MATURITY               40602
FEE                    0.5000

LOAN                   0000022035653
LAST_NAME              NAILS
ADDRESS                1681 BAYVIEW DRIVE
CITY                   LAKELAND
STATE                  FL
ZIP                    338050000
  MORT                  $  28,000.00 
  BAL                   $        27,271.00 
  RATE                     8.300 
  PAI                   $         272.45 
  CLTV                  36.363 
MATURITY               120802
FEE                    0.5000

LOAN                   0000022035679
LAST_NAME              MCCOMAS
ADDRESS                824 NOKOMIS AVENUE
CITY                   VENICE
STATE                  FL
ZIP                    342850000
  MORT                  $  49,000.00 
  BAL                   $        48,661.28 
  RATE                     8.300 
  PAI                   $         369.84 
  CLTV                  32.666 
MATURITY               270802
FEE                    0.5000

LOAN                   0000022035687
LAST_NAME              MEDINA
ADDRESS                1123 S PALM WAY
CITY                   LAKE WORTH
STATE                  FL
ZIP                    334600000
  MORT                  $  50,000.00 
  BAL                   $        49,637.00 
  RATE                     8.250 
  PAI                   $         375.63 
  CLTV                  50.050 
MATURITY               270702
FEE                    0.5000


                          Page 45
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022035703
LAST_NAME              ALLEN
ADDRESS                521 SW NAUTICAL AVENUE
CITY                   PORT ST. LU
STATE                  FL
ZIP                    349840000
  MORT                  $  60,800.00 
  BAL                   $        60,604.60 
  RATE                     8.300 
  PAI                   $         458.91 
  CLTV                  80.000 
MATURITY               271202
FEE                    0.5000

LOAN                   0000022035729
LAST_NAME              JONES
ADDRESS                14541 IROQUOIS AVENUE
CITY                   LARGO
STATE                  FL
ZIP                    337740000
  MORT                  $  80,000.00 
  BAL                   $        79,691.69 
  RATE                     8.300 
  PAI                   $         603.83 
  CLTV                  79.207 
MATURITY               271126
FEE                    0.5000

LOAN                   0000022035737
LAST_NAME              DREESZEN
ADDRESS                3735 MESA GRANDE DRIVE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809180000
  MORT                  $  82,600.00 
  BAL                   $        82,117.62 
  RATE                     8.300 
  PAI                   $         623.45 
  CLTV                  78.666 
MATURITY               270728
FEE                    0.5000

LOAN                   0000022035752
LAST_NAME              JONES
ADDRESS                4322 W GRACE STREET
CITY                   TAMPA
STATE                  FL
ZIP                    336070000
  MORT                  $  34,000.00 
  BAL                   $        33,514.97 
  RATE                     8.300 
  PAI                   $         330.84 
  CLTV                  73.118 
MATURITY               121202
FEE                    0.5000

LOAN                   0000022035786
LAST_NAME              GANLY
ADDRESS                2610 GLEN MAWR RD.
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322070000
  MORT                  $  42,500.00 
  BAL                   $        41,642.47 
  RATE                     8.250 
  PAI                   $         412.31 
  CLTV                  65.384 
MATURITY               121119
FEE                    0.5000

LOAN                   0000022035794
LAST_NAME              MCCLINTOCK
ADDRESS                234 33RD STREET
CITY                   WEST PALM B
STATE                  FL
ZIP                    334070000
  MORT                  $  92,000.00 
  BAL                   $        91,076.31 
  RATE                     8.250 
  PAI                   $         691.17 
  CLTV                  80.000 
MATURITY               270225
FEE                    0.5000

LOAN                   0000022035802
LAST_NAME              KRUPP
ADDRESS                8309 W PERIWINKLE LANE
CITY                   HOMOSASSA
STATE                  FL
ZIP                    344460000
  MORT                  $  38,500.00 
  BAL                   $        29,163.61 
  RATE                     8.300 
  PAI                   $         290.59 
  CLTV                  40.526 
MATURITY               271124
FEE                    0.5000

LOAN                   0000022035836
LAST_NAME              ELLIOTT
ADDRESS                2453 BUNNLEVEL-ERWIN RD
CITY                   BUNNLEVEL
STATE                  NC
ZIP                    283230000
  MORT                  $  57,600.00 
  BAL                   $        57,600.00 
  RATE                   11.800 
  PAI                   $         583.63 
  CLTV                  80.000 
MATURITY               130415
FEE                    0.5000

LOAN                   0000022035844
LAST_NAME              MITTAN
ADDRESS                2700 CITRON DRIVE
CITY                   LONGWOOD
STATE                  FL
ZIP                    327790000
  MORT                  $  80,000.00 
  BAL                   $        79,253.06 
  RATE                     8.250 
  PAI                   $         601.01 
  CLTV                  70.796 
MATURITY               270312
FEE                    0.5000

LOAN                   0000022035851
LAST_NAME              JONES
ADDRESS                3700 MILWAUKEE STREET
CITY                   DENVER
STATE                  CO
ZIP                    802050000
  MORT                  $  34,000.00 
  BAL                   $        33,718.10 
  RATE                     8.300 
  PAI                   $         290.77 
  CLTV                  48.571 
MATURITY               171202
FEE                    0.5000

LOAN                   0000022035869
LAST_NAME              GOSTOMSKI
ADDRESS                6110 BEACH AVENUE
CITY                   GIBSONTON
STATE                  FL
ZIP                    335340000
  MORT                  $  31,800.00 
  BAL                   $        31,178.55 
  RATE                     8.650 
  PAI                   $         278.99 
  CLTV                  70.666 
MATURITY               170428
FEE                    0.5000

LOAN                   0000022035877
LAST_NAME              COLON
ADDRESS                1193 FLEXON AVE
CITY                   WILLIAMSTOW
STATE                  NJ
ZIP                    080940000
  MORT                  $  62,500.00 
  BAL                   $        62,168.16 
  RATE                     8.990 
  PAI                   $         791.39 
  CLTV                  78.125 
MATURITY               80429
FEE                    0.5000

LOAN                   0000022035901
LAST_NAME              HALVEY
ADDRESS                2325 34TH AVENUE NORTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337130000
  MORT                  $  39,650.00 
  BAL                   $        38,968.93 
  RATE                     8.300 
  PAI                   $         385.81 
  CLTV                  67.203 
MATURITY               121124
FEE                    0.5000

LOAN                   0000022035919
LAST_NAME              JOHNSON
ADDRESS                106 ELIZABETH AVENUE
CITY                   EATONVILLE
STATE                  FL
ZIP                    327510000
  MORT                  $  39,200.00 
  BAL                   $        39,048.93 
  RATE                     8.300 
  PAI                   $         295.88 
  CLTV                  80.000 
MATURITY               271124
FEE                    0.5000

LOAN                   0000022035927
LAST_NAME              CHARETTE
ADDRESS                3240 SW 2ND STREET
CITY                   DEERFIELD B
STATE                  FL
ZIP                    333420000
  MORT                  $  96,400.00 
  BAL                   $        93,613.35 
  RATE                     9.500 
  PAI                   $      1,006.63 
  CLTV                  81.008 
MATURITY               120602
FEE                    0.5000

LOAN                   0000022035935
LAST_NAME              DONAHUE
ADDRESS                2359 3RD AVENUE NORTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337130000
  MORT                  $  44,500.00 
  BAL                   $        44,328.41 
  RATE                     8.300 
  PAI                   $         335.88 
  CLTV                  72.950 
MATURITY               271125
FEE                    0.5000

LOAN                   0000022035943
LAST_NAME              HARLOW
ADDRESS                3609 W IOWA AVENUE
CITY                   TAMPA
STATE                  FL
ZIP                    336110000
  MORT                  $  44,800.00 
  BAL                   $        43,605.72 
  RATE                     8.300 
  PAI                   $         435.93 
  CLTV                  80.000 
MATURITY               120802
FEE                    0.5000

LOAN                   0000022035968
LAST_NAME              BELL
ADDRESS                3199 N. TYRONE AVENUE
CITY                   HERNANDO
STATE                  FL
ZIP                    344420000
  MORT                  $100,000.00 
  BAL                   $        98,996.03 
  RATE                     8.250 
  PAI                   $         751.27 
  CLTV                  80.000 
MATURITY               270225
FEE                    0.5000

LOAN                   0000022035992
LAST_NAME              CARDIN
ADDRESS                46 VAN BUREN AVENUE
CITY                   RAVENA
STATE                  NY
ZIP                    121430000
  MORT                  $  57,400.00 
  BAL                   $        57,310.17 
  RATE                     8.650 
  PAI                   $         503.59 
  CLTV                  75.526 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022036008
LAST_NAME              HARTSON
ADDRESS                441 W ELM STREET
CITY                   WAUSEON
STATE                  OH
ZIP                    435670000
  MORT                  $  47,600.00 
  BAL                   $        47,589.36 
  RATE                   13.100 
  PAI                   $         530.27 
  CLTV                  70.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022036016
LAST_NAME              BREMS
ADDRESS                954 YALE STREET NORTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337130000
  MORT                  $  32,500.00 
  BAL                   $        31,154.85 
  RATE                     8.250 
  PAI                   $         315.30 
  CLTV                  46.428 
MATURITY               120220
FEE                    0.5000

LOAN                   0000022036057
LAST_NAME              BURKER
ADDRESS                609 DEL NORTE
CITY                   FOUNTAIN
STATE                  CO
ZIP                    808170000
  MORT                  $  64,000.00 
  BAL                   $        63,753.42 
  RATE                     8.300 
  PAI                   $         483.06 
  CLTV                  80.000 
MATURITY               271120
FEE                    0.5000

LOAN                   0000022036099
LAST_NAME              GULVIN
ADDRESS                15529 PUCKETT ROAD
CITY                   DADE CITY
STATE                  FL
ZIP                    335250000
  MORT                  $  80,000.00 
  BAL                   $        79,185.12 
  RATE                     8.300 
  PAI                   $         684.17 
  CLTV                  78.431 
MATURITY               171117
FEE                    0.5000

LOAN                   0000022036107
LAST_NAME              LAGUNAS
ADDRESS                6831 MORRISON DRIVE
CITY                   DENVER
STATE                  CO
ZIP                    802210000
  MORT                  $  75,700.00 
  BAL                   $        75,408.33 
  RATE                     8.300 
  PAI                   $         571.37 
  CLTV                  74.215 
MATURITY               271125
FEE                    0.5000

LOAN                   0000022036131
LAST_NAME              KLEIN
ADDRESS                15163 EASTWOOD TRAIL
CITY                   SPRING HILL
STATE                  FL
ZIP                    346090000
  MORT                  $  32,000.00 
  BAL                   $        31,450.29 
  RATE                     8.300 
  PAI                   $         311.38 
  CLTV                  29.090 
MATURITY               121119
FEE                    0.5000

LOAN                   0000022036156
LAST_NAME              BRICKLEY
ADDRESS                1530 ROUNDTREE ROAD
CITY                   HOLIDAY
STATE                  FL
ZIP                    346900000
  MORT                  $  35,600.00 
  BAL                   $        35,462.85 
  RATE                     8.300 
  PAI                   $         268.70 
  CLTV                  74.166 
MATURITY               271119
FEE                    0.5000

LOAN                   0000022036164
LAST_NAME              KORNEGAY
ADDRESS                803 WOODLAND ROAD
CITY                   CREEDMOOR
STATE                  NC
ZIP                    275220000
  MORT                  $  69,300.00 
  BAL                   $        68,109.62 
  RATE                     8.300 
  PAI                   $         674.32 
  CLTV                  72.947 
MATURITY               121202
FEE                    0.5000

LOAN                   0000022036180
LAST_NAME              BYNOE
ADDRESS                5007 88TH STREET
CITY                   TAMPA
STATE                  FL
ZIP                    336190000
  MORT                  $  33,000.00 
  BAL                   $        30,802.26 
  RATE                     8.300 
  PAI                   $         321.11 
  CLTV                  64.705 
MATURITY               120721
FEE                    0.5000

LOAN                   0000022036198
LAST_NAME              GAINOUS
ADDRESS                213 SOUTH CAROLINE
CITY                   DAYTONA BEA
STATE                  FL
ZIP                    321140000
  MORT                  $  62,400.00 
  BAL                   $        61,545.05 
  RATE                     8.500 
  PAI                   $         479.80 
  CLTV                  80.000 
MATURITY               270226
FEE                    0.5000

LOAN                   0000022036222
LAST_NAME              MORRIS
ADDRESS                935 VONDELPARK DRIVE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809070000
  MORT                  $110,400.00 
  BAL                   $      110,046.74 
  RATE                     8.300 
  PAI                   $         833.28 
  CLTV                  80.000 
MATURITY               271202
FEE                    0.5000

LOAN                   0000022036230
LAST_NAME              BARTOSAVAGE
ADDRESS                18736 OAK WAY DRIVE
CITY                   HUDSON
STATE                  FL
ZIP                    346670000
  MORT                  $103,200.00 
  BAL                   $      102,869.77 
  RATE                     8.300 
  PAI                   $         778.94 
  CLTV                  80.000 
MATURITY               271124
FEE                    0.5000

LOAN                   0000022036255
LAST_NAME              ARDREN
ADDRESS                1243 2ND STREET
CITY                   SARASOTA
STATE                  FL
ZIP                    342360000
  MORT                  $  52,000.00 
  BAL                   $        51,477.92 
  RATE                     8.250 
  PAI                   $         390.66 
  CLTV                  80.000 
MATURITY               270212
FEE                    0.5000

LOAN                   0000022036271
LAST_NAME              FITZPATRICK
ADDRESS                10534 113TH AVENUE NORTH
CITY                   LARGO
STATE                  FL
ZIP                    346430000
  MORT                  $  53,240.00 
  BAL                   $        50,862.11 
  RATE                     8.250 
  PAI                   $         399.97 
  CLTV                  73.434 
MATURITY               270210
FEE                    0.5000

LOAN                   0000022036289
LAST_NAME              VALDEZ
ADDRESS                CNTY RD 0041,DRIVE 1036,#
CITY                   ALCALDE
STATE                  NM
ZIP                    875110000
  MORT                  $125,550.00 
  BAL                   $      125,446.49 
  RATE                   10.350 
  PAI                   $      1,134.40 
  CLTV                  81.000 
MATURITY               280205
FEE                    0.5000

LOAN                   0000022036297
LAST_NAME              SCHLITTLER
ADDRESS                1120 YOUNGFIELD STREET
CITY                   GOLDEN
STATE                  CO
ZIP                    804010000
  MORT                  $144,000.00 
  BAL                   $      143,445.14 
  RATE                     8.300 
  PAI                   $      1,086.89 
  CLTV                  80.000 
MATURITY               271126
FEE                    0.5000

LOAN                   0000022036305
LAST_NAME              CHOICE
ADDRESS                 RT 1 BOX 62
CITY                   GREENVILLE
STATE                  FL
ZIP                    323310000
  MORT                  $  36,900.00 
  BAL                   $        35,753.75 
  RATE                     8.500 
  PAI                   $         363.37 
  CLTV                  56.769 
MATURITY               120702
FEE                    0.5000

LOAN                   0000022036321
LAST_NAME              NANCE
ADDRESS                1527 CARIOCA DRIVE
CITY                   LAKELAND
STATE                  FL
ZIP                    338010000
  MORT                  $  41,000.00 
  BAL                   $        39,139.92 
  RATE                     8.250 
  PAI                   $         349.35 
  CLTV                  63.076 
MATURITY               170207
FEE                    0.5000

LOAN                   0000022036339
LAST_NAME              FRITZ
ADDRESS                5149 N ELPASO TERRACE
CITY                   BEVERLY HIL
STATE                  FL
ZIP                    344650000
  MORT                  $112,800.00 
  BAL                   $      112,439.04 
  RATE                     8.300 
  PAI                   $         851.40 
  CLTV                  80.000 
MATURITY               271126
FEE                    0.5000

LOAN                   0000022036347
LAST_NAME              AYALA
ADDRESS                8402 BEDFORD LANE
CITY                   TAMPA
STATE                  FL
ZIP                    336150000
  MORT                  $102,400.00 
  BAL                   $      102,005.12 
  RATE                     8.300 
  PAI                   $         772.90 
  CLTV                  80.000 
MATURITY               271121
FEE                    0.5000

LOAN                   0000022036354
LAST_NAME              SWEET
ADDRESS                13047 EAST 27TH STREET
CITY                   TULSA
STATE                  OK
ZIP                    741340000
  MORT                  $  25,000.00 
  BAL                   $        24,941.58 
  RATE                   10.950 
  PAI                   $         257.20 
  CLTV                  78.444 
MATURITY               180215
FEE                    0.5000

LOAN                   0000022036370
LAST_NAME              STAMPER
ADDRESS                3850 DEAUVILLE STREET
CITY                   TITUSVILLE
STATE                  FL
ZIP                    327960000
  MORT                  $  30,000.00 
  BAL                   $        29,649.37 
  RATE                     8.300 
  PAI                   $         256.56 
  CLTV                  53.571 
MATURITY               171125
FEE                    0.5000


                          Page 46
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022036388
LAST_NAME              NORBACK
ADDRESS                447 PERL STREET
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339540000
  MORT                  $  65,600.00 
  BAL                   $        65,347.23 
  RATE                     8.300 
  PAI                   $         495.14 
  CLTV                  80.000 
MATURITY               271121
FEE                    0.5000

LOAN                   0000022036396
LAST_NAME              JOHNSON
ADDRESS                1107 CONGRESS STREET SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200320000
  MORT                  $  58,500.00 
  BAL                   $        58,474.06 
  RATE                     9.990 
  PAI                   $         512.95 
  CLTV                  78.000 
MATURITY               280330
FEE                    0.5000

LOAN                   0000022036404
LAST_NAME              JOHNSON
ADDRESS                325 6TH STREET NE
CITY                   LARGO
STATE                  FL
ZIP                    337700000
  MORT                  $  52,000.00 
  BAL                   $        50,269.73 
  RATE                     8.300 
  PAI                   $         392.49 
  CLTV                  77.611 
MATURITY               270728
FEE                    0.5000

LOAN                   0000022036412
LAST_NAME              CHARLESTON
ADDRESS                16763 AUBURN ROAD
CITY                   HUNTERTOWN
STATE                  IN
ZIP                    467480000
  MORT                  $120,000.00 
  BAL                   $      119,537.33 
  RATE                     8.300 
  PAI                   $         905.74 
  CLTV                  80.000 
MATURITY               271115
FEE                    0.5000

LOAN                   0000022036438
LAST_NAME              BILBREY
ADDRESS                4080 KINCORD LANE
CITY                   NORTH PORT
STATE                  FL
ZIP                    342870000
  MORT                  $  52,880.00 
  BAL                   $        52,710.79 
  RATE                     8.300 
  PAI                   $         399.13 
  CLTV                  78.925 
MATURITY               271126
FEE                    0.5000

LOAN                   0000022036446
LAST_NAME              REDCROSS
ADDRESS                1227 OAK DRIVE
CITY                   WILLIAMSBUR
STATE                  VA
ZIP                    231850000
  MORT                  $  68,000.00 
  BAL                   $        68,000.00 
  RATE                   10.490 
  PAI                   $         678.44 
  CLTV                  80.000 
MATURITY               180518
FEE                    0.5000

LOAN                   0000022036487
LAST_NAME              HICKS
ADDRESS                12466 BROOKSIDE STREET
CITY                   SPRING HILL
STATE                  FL
ZIP                    346090000
  MORT                  $  91,200.00 
  BAL                   $        90,848.61 
  RATE                     8.300 
  PAI                   $         688.36 
  CLTV                  80.000 
MATURITY               271119
FEE                    0.5000

LOAN                   0000022036578
LAST_NAME              PEREZ
ADDRESS                746 HOLLYWOOD PLACE
CITY                   WEST PALM B
STATE                  FL
ZIP                    334050000
  MORT                  $  46,500.00 
  BAL                   $        43,302.74 
  RATE                     8.250 
  PAI                   $         451.12 
  CLTV                  66.428 
MATURITY               120305
FEE                    0.5000

LOAN                   0000022036586
LAST_NAME              PORRECA
ADDRESS                225 CENTRAL AVENUE
CITY                   NORTH PROVI
STATE                  RI
ZIP                    029040000
  MORT                  $  84,000.00 
  BAL                   $        84,000.00 
  RATE                     7.600 
  PAI                   $         593.11 
  CLTV                  78.504 
MATURITY               280430
FEE                    0.5000

LOAN                   0000022036677
LAST_NAME              SHUEMAKE
ADDRESS                210 MAIN STREET
CITY                   HAMERSVILLE
STATE                  OH
ZIP                    451300000
  MORT                  $  49,600.00 
  BAL                   $        48,940.36 
  RATE                     8.300 
  PAI                   $         424.18 
  CLTV                  70.857 
MATURITY               171117
FEE                    0.5000

LOAN                   0000022036693
LAST_NAME              GIBSON
ADDRESS                610 TERRACE CT
CITY                   NEW ALBANY
STATE                  IN
ZIP                    471500000
  MORT                  $  76,000.00 
  BAL                   $        75,882.54 
  RATE                     8.750 
  PAI                   $         671.63 
  CLTV                  80.000 
MATURITY               180413
FEE                    0.5000

LOAN                   0000022036727
LAST_NAME              WALKE
ADDRESS                10235 LILLIAN HIGHWAY
CITY                   PENSACOLA
STATE                  FL
ZIP                    325060000
  MORT                  $120,000.00 
  BAL                   $      119,525.42 
  RATE                     8.300 
  PAI                   $         905.74 
  CLTV                  77.419 
MATURITY               271115
FEE                    0.5000

LOAN                   0000022036735
LAST_NAME              TURNER
ADDRESS                4810 9TH AVENUE SOUTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337110000
  MORT                  $  48,000.00 
  BAL                   $        47,719.63 
  RATE                     8.300 
  PAI                   $         362.30 
  CLTV                  77.419 
MATURITY               270805
FEE                    0.5000

LOAN                   0000022036750
LAST_NAME              WHEELER
ADDRESS                1423 HARTSELL AVENUE
CITY                   LAKELAND
STATE                  FL
ZIP                    338030000
  MORT                  $  40,000.00 
  BAL                   $        39,835.37 
  RATE                     8.300 
  PAI                   $         301.91 
  CLTV                  76.923 
MATURITY               271117
FEE                    0.5000

LOAN                   0000022036768
LAST_NAME              CUSCINA
ADDRESS                256 GARDENIA ROAD
CITY                   VENICE
STATE                  FL
ZIP                    342930000
  MORT                  $  76,800.00 
  BAL                   $        75,028.77 
  RATE                     8.300 
  PAI                   $         747.30 
  CLTV                  80.000 
MATURITY               120808
FEE                    0.5000

LOAN                   0000022036776
LAST_NAME              DAVIS
ADDRESS                2004 TAM-O-SHANTER LN
CITY                   KOKOMO
STATE                  IN
ZIP                    469020000
  MORT                  $  62,280.00 
  BAL                   $        62,098.41 
  RATE                     7.900 
  PAI                   $         591.60 
  CLTV                  79.846 
MATURITY               130403
FEE                    0.5000

LOAN                   0000022036800
LAST_NAME              BEARDSLEY
ADDRESS                2818 FAYSON CIRCLE
CITY                   DELTONA
STATE                  FL
ZIP                    327350000
  MORT                  $  50,000.00 
  BAL                   $        49,708.00 
  RATE                     8.300 
  PAI                   $         377.39 
  CLTV                  61.728 
MATURITY               270819
FEE                    0.5000

LOAN                   0000022036818
LAST_NAME              JESSIE
ADDRESS                3 POWERS AVENUE
CITY                   TUPPER LAKE
STATE                  NY
ZIP                    129860000
  MORT                  $  83,700.00 
  BAL                   $        83,440.34 
  RATE                     8.750 
  PAI                   $         739.67 
  CLTV                  76.090 
MATURITY               180326
FEE                    0.5000

LOAN                   0000022036834
LAST_NAME              HICKS
ADDRESS                3201 DOUGLAS DALE RD
CITY                   RICHMOND
STATE                  VA
ZIP                    232210000
  MORT                  $  84,150.00 
  BAL                   $        84,150.00 
  RATE                     8.940 
  PAI                   $         673.47 
  CLTV                  85.000 
MATURITY               280413
FEE                    0.5000

LOAN                   0000022036842
LAST_NAME              CRINNIAN
ADDRESS                8378 139TH LANE NORTH
CITY                   SEMINOLE
STATE                  FL
ZIP                    337760000
  MORT                  $  94,000.00 
  BAL                   $        93,450.99 
  RATE                     8.300 
  PAI                   $         709.50 
  CLTV                  66.666 
MATURITY               270811
FEE                    0.5000

LOAN                   0000022036859
LAST_NAME              SUGGS
ADDRESS                8013 ALAFIA RIDGE ROAD
CITY                   RIVERVIEW
STATE                  FL
ZIP                    335690000
  MORT                  $101,600.00 
  BAL                   $      101,208.51 
  RATE                     8.300 
  PAI                   $         766.86 
  CLTV                  80.000 
MATURITY               271117
FEE                    0.5000

LOAN                   0000022036867
LAST_NAME              STEELMON
ADDRESS                1150 DAYTON STREET
CITY                   AURORA
STATE                  CO
ZIP                    800100000
  MORT                  $  79,200.00 
  BAL                   $        78,732.15 
  RATE                     8.300 
  PAI                   $         597.79 
  CLTV                  80.000 
MATURITY               270808
FEE                    0.5000

LOAN                   0000022036875
LAST_NAME              RIVERA
ADDRESS                78 SMITHTOWN POLK BLVD.
CITY                   CENTEREACH
STATE                  NY
ZIP                    117200000
  MORT                  $101,500.00 
  BAL                   $      101,451.12 
  RATE                     9.600 
  PAI                   $         860.88 
  CLTV                  88.260 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022036883
LAST_NAME              MAZZIOTT
ADDRESS                1007 N. MARLYN AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212210000
  MORT                  $  66,300.00 
  BAL                   $        66,228.33 
  RATE                   11.500 
  PAI                   $         707.04 
  CLTV                  85.000 
MATURITY               180406
FEE                    0.5000

LOAN                   0000022036909
LAST_NAME              SKINNER
ADDRESS                701 CROWN STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112130000
  MORT                  $229,500.00 
  BAL                   $      229,500.00 
  RATE                   11.600 
  PAI                   $      2,290.25 
  CLTV                  90.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022036933
LAST_NAME              ABATO
ADDRESS                570 GERALDINE DRIVE
CITY                   DELTONA
STATE                  FL
ZIP                    327250000
  MORT                  $  68,000.00 
  BAL                   $        67,556.00 
  RATE                     8.300 
  PAI                   $         513.25 
  CLTV                  80.000 
MATURITY               270802
FEE                    0.5000

LOAN                   0000022036958
LAST_NAME              RANZ
ADDRESS                77 CATHERINE STREET
CITY                   EAST HAVEN
STATE                  CT
ZIP                    065120000
  MORT                  $  90,000.00 
  BAL                   $        90,000.00 
  RATE                     9.750 
  PAI                   $         953.43 
  CLTV                  79.646 
MATURITY               130518
FEE                    0.5000

LOAN                   0000022036966
LAST_NAME              ROVELLO
ADDRESS                8225 MEDFORD DRIVE
CITY                   PORT RICHEY
STATE                  FL
ZIP                    346680000
  MORT                  $  38,500.00 
  BAL                   $        37,572.17 
  RATE                     8.250 
  PAI                   $         328.05 
  CLTV                  53.472 
MATURITY               170228
FEE                    0.5000

LOAN                   0000022036990
LAST_NAME              LEITING
ADDRESS                806 PANORAMA DRIVE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809040000
  MORT                  $  26,640.00 
  BAL                   $        24,379.19 
  RATE                     8.250 
  PAI                   $         326.75 
  CLTV                  17.879 
MATURITY               70204
FEE                    0.5000

LOAN                   0000022037022
LAST_NAME              WALKER
ADDRESS                21482 GLADIS AVENUE
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339520000
  MORT                  $  44,000.00 
  BAL                   $        43,528.74 
  RATE                     8.300 
  PAI                   $         332.11 
  CLTV                  80.000 
MATURITY               270802
FEE                    0.5000

LOAN                   0000022037097
LAST_NAME              DEBOLT
ADDRESS                24 GRANT AVENUE
CITY                   PENN YAN
STATE                  NY
ZIP                    145270000
  MORT                  $  39,900.00 
  BAL                   $        39,847.39 
  RATE                     9.990 
  PAI                   $         384.78 
  CLTV                  84.893 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022037121
LAST_NAME              WALDMANN
ADDRESS                8210 WESTERN WAY DRIVE
CITY                   PENSACOLA
STATE                  FL
ZIP                    325260000
  MORT                  $  73,200.00 
  BAL                   $        72,187.07 
  RATE                     8.300 
  PAI                   $         626.01 
  CLTV                  80.000 
MATURITY               170828
FEE                    0.5000

LOAN                   0000022037154
LAST_NAME              PACHECO
ADDRESS                2510 CENTRAL ROAD
CITY                   ROLLING MEA
STATE                  IL
ZIP                    600080000
  MORT                  $100,000.00 
  BAL                   $        99,966.96 
  RATE                   11.350 
  PAI                   $         978.87 
  CLTV                  80.000 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022037162
LAST_NAME              DONELSON
ADDRESS                787 HEDLEY PLACE
CITY                   GAHANNA
STATE                  OH
ZIP                    432300000
  MORT                  $  80,000.00 
  BAL                   $        80,000.00 
  RATE                     8.450 
  PAI                   $         989.75 
  CLTV                  74.074 
MATURITY               80506
FEE                    0.5000

LOAN                   0000022037204
LAST_NAME              CHISHOLM
ADDRESS                1310 NW 111TH STREET
CITY                   MIAMI
STATE                  FL
ZIP                    331670000
  MORT                  $  47,199.00 
  BAL                   $        47,199.00 
  RATE                     8.250 
  PAI                   $         402.17 
  CLTV                  55.528 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022037246
LAST_NAME              FARMER
ADDRESS                509 HENRY STREET
CITY                   WALTERBORO
STATE                  SC
ZIP                    294880000
  MORT                  $  51,300.00 
  BAL                   $        51,073.09 
  RATE                   10.990 
  PAI                   $         582.76 
  CLTV                  90.000 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022037261
LAST_NAME              TRACY
ADDRESS                703 5TH STREET
CITY                   FAIRBURY
STATE                  NE
ZIP                    683520000
  MORT                  $  25,500.00 
  BAL                   $        25,483.80 
  RATE                   11.550 
  PAI                   $         253.50 
  CLTV                  85.000 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022037295
LAST_NAME              RAINS
ADDRESS                4905 BRAID HILLS
CITY                   ST. PETERS
STATE                  MO
ZIP                    633040000
  MORT                  $  44,800.00 
  BAL                   $        44,706.87 
  RATE                   11.600 
  PAI                   $         526.20 
  CLTV                  84.986 
MATURITY               130410
FEE                    0.5000

LOAN                   0000022037329
LAST_NAME              SANKER
ADDRESS                4471 DEWEY
CITY                   SAINT LOUIS
STATE                  MO
ZIP                    631160000
  MORT                  $  34,450.00 
  BAL                   $        34,292.02 
  RATE                   10.600 
  PAI                   $         382.95 
  CLTV                  75.714 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022037337
LAST_NAME              DRYDEN
ADDRESS                2626 GLADLANE DRIVE
CITY                   MONTGOMERY
STATE                  AL
ZIP                    361110000
  MORT                  $  25,000.00 
  BAL                   $        24,876.63 
  RATE                     9.800 
  PAI                   $         265.60 
  CLTV                  28.089 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022037352
LAST_NAME              GIPSON
ADDRESS                12631 FLOWER CREST CT.
CITY                   ST LOUIS
STATE                  MO
ZIP                    630330000
  MORT                  $  70,000.00 
  BAL                   $        70,000.00 
  RATE                   10.190 
  PAI                   $         760.38 
  CLTV                  59.574 
MATURITY               130501
FEE                    0.5000


                          Page 47
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022037386
LAST_NAME              WOODS
ADDRESS                2975 ENDICOTT AVENUE
CITY                   ST. JOHN
STATE                  MO
ZIP                    631140000
  MORT                  $  64,000.00 
  BAL                   $        63,976.42 
  RATE                   10.850 
  PAI                   $         602.25 
  CLTV                  85.333 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022037394
LAST_NAME              ROBINSON
ADDRESS                2605 UNION STREET
CITY                   SAINT LOUIS
STATE                  MO
ZIP                    631130000
  MORT                  $  55,250.00 
  BAL                   $        55,119.13 
  RATE                   10.200 
  PAI                   $         600.50 
  CLTV                  84.351 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022037402
LAST_NAME              JONES
ADDRESS                3201 E POWHATTAN
CITY                   TAMPA
STATE                  FL
ZIP                    336100000
  MORT                  $  52,000.00 
  BAL                   $        51,833.60 
  RATE                     8.300 
  PAI                   $         392.49 
  CLTV                  77.611 
MATURITY               271223
FEE                    0.5000

LOAN                   0000022037410
LAST_NAME              WATSON
ADDRESS                201 GALWAY AVENUE NORTH
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322180000
  MORT                  $  33,500.00 
  BAL                   $        32,957.82 
  RATE                     8.050 
  PAI                   $         246.98 
  CLTV                  53.174 
MATURITY               271119
FEE                    0.5000

LOAN                   0000022037428
LAST_NAME              GILLUM
ADDRESS                1105 N COOLIDGE AVE
CITY                   CASA GRANDE
STATE                  AZ
ZIP                    852220000
  MORT                  $  48,800.00 
  BAL                   $        48,115.96 
  RATE                     8.500 
  PAI                   $         480.55 
  CLTV                  75.076 
MATURITY               121222
FEE                    0.5000

LOAN                   0000022037436
LAST_NAME              SCHMIDT
ADDRESS                18912 E KANSAS DRIVE
CITY                   AURORA
STATE                  CO
ZIP                    800170000
  MORT                  $100,000.00 
  BAL                   $        98,573.49 
  RATE                     8.300 
  PAI                   $         973.05 
  CLTV                  80.000 
MATURITY               121202
FEE                    0.5000

LOAN                   0000022037444
LAST_NAME              MASON
ADDRESS                2614 COUNTY ROAD 108
CITY                   YULEE
STATE                  FL
ZIP                    320970000
  MORT                  $  68,000.00 
  BAL                   $        66,431.72 
  RATE                     8.300 
  PAI                   $         661.67 
  CLTV                  80.000 
MATURITY               120902
FEE                    0.5000

LOAN                   0000022037451
LAST_NAME              STOVER
ADDRESS                1120 GEORGIA BLVD
CITY                   ORLANDO
STATE                  FL
ZIP                    328030000
  MORT                  $  20,000.00 
  BAL                   $        19,454.98 
  RATE                     8.300 
  PAI                   $         245.84 
  CLTV                  26.315 
MATURITY               71202
FEE                    0.5000

LOAN                   0000022037469
LAST_NAME              EDEN
ADDRESS                1711 NORTH MAIN STREET
CITY                   VALRICO
STATE                  FL
ZIP                    335940000
  MORT                  $  17,500.00 
  BAL                   $        17,096.43 
  RATE                     8.300 
  PAI                   $         170.28 
  CLTV                  28.688 
MATURITY               120910
FEE                    0.5000

LOAN                   0000022037477
LAST_NAME              TILDEN
ADDRESS                4809 SOUTH 19TH AVENUE
CITY                   TAMPA
STATE                  FL
ZIP                    336190000
  MORT                  $  40,800.00 
  BAL                   $        40,597.26 
  RATE                     8.500 
  PAI                   $         313.72 
  CLTV                  78.461 
MATURITY               270902
FEE                    0.5000

LOAN                   0000022037493
LAST_NAME              GUY
ADDRESS                15809 SEA PINES DRIVE
CITY                   HUDSON
STATE                  FL
ZIP                    346670000
  MORT                  $  58,400.00 
  BAL                   $        58,097.90 
  RATE                     8.300 
  PAI                   $         440.79 
  CLTV                  80.000 
MATURITY               270902
FEE                    0.5000

LOAN                   0000022037501
LAST_NAME              SMITH
ADDRESS                3864 10TH STREET NE
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337030000
  MORT                  $100,000.00 
  BAL                   $        98,629.61 
  RATE                     8.250 
  PAI                   $         751.27 
  CLTV                  80.000 
MATURITY               270310
FEE                    0.5000

LOAN                   0000022037519
LAST_NAME              SMITH
ADDRESS                5049 PHILIP STREET
CITY                   MAPLE HTS
STATE                  OH
ZIP                    441370000
  MORT                  $  67,200.00 
  BAL                   $        66,799.83 
  RATE                     8.300 
  PAI                   $         507.22 
  CLTV                  80.000 
MATURITY               270902
FEE                    0.5000

LOAN                   0000022037527
LAST_NAME              ROYER
ADDRESS                2589 PINE RIDGE ROAD
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323080000
  MORT                  $  76,500.00 
  BAL                   $        73,129.62 
  RATE                     8.300 
  PAI                   $         940.33 
  CLTV                  46.363 
MATURITY               70827
FEE                    0.5000

LOAN                   0000022037535
LAST_NAME              PARKER
ADDRESS                8358 SOUTH 1275
CITY                   EAST SANDY
STATE                  UT
ZIP                    840940000
  MORT                  $126,400.00 
  BAL                   $      125,746.07 
  RATE                     8.300 
  PAI                   $         954.05 
  CLTV                  80.000 
MATURITY               270909
FEE                    0.5000

LOAN                   0000022037543
LAST_NAME              CALLER
ADDRESS                8110 MARY'S FISCAMP ROAD
CITY                   SPRING HILL
STATE                  FL
ZIP                    346070000
  MORT                  $  56,000.00 
  BAL                   $        55,710.28 
  RATE                     8.300 
  PAI                   $         422.68 
  CLTV                  80.000 
MATURITY               270922
FEE                    0.5000

LOAN                   0000022037550
LAST_NAME              FERDON
ADDRESS                12201 PARTRIDGE HILL ROW
CITY                   HUDSON
STATE                  FL
ZIP                    346670000
  MORT                  $  68,000.00 
  BAL                   $        67,648.24 
  RATE                     8.300 
  PAI                   $         513.25 
  CLTV                  80.000 
MATURITY               270910
FEE                    0.5000

LOAN                   0000022037568
LAST_NAME              CAMPBELL
ADDRESS                4113 RIDDLE STREET
CITY                   PACE
STATE                  FL
ZIP                    325710000
  MORT                  $  68,800.00 
  BAL                   $        67,877.80 
  RATE                     8.300 
  PAI                   $         588.38 
  CLTV                  80.000 
MATURITY               170902
FEE                    0.5000

LOAN                   0000022037576
LAST_NAME              FRANKLIN
ADDRESS                4047 SAN MASSIMO DRIVE
CITY                   PUNTA GORDA
STATE                  FL
ZIP                    339500000
  MORT                  $151,000.00 
  BAL                   $      150,218.86 
  RATE                     8.300 
  PAI                   $      1,139.72 
  CLTV                  67.865 
MATURITY               270919
FEE                    0.5000

LOAN                   0000022037584
LAST_NAME              MCCLELLAND
ADDRESS                530 S GRANDVIEW STREET
CITY                   MT DORA
STATE                  FL
ZIP                    327570000
  MORT                  $144,000.00 
  BAL                   $      143,239.84 
  RATE                     8.300 
  PAI                   $      1,086.89 
  CLTV                  80.000 
MATURITY               270922
FEE                    0.5000

LOAN                   0000022037592
LAST_NAME              DERY
ADDRESS                3138 LORD MURPHY TRAIL
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323080000
  MORT                  $100,000.00 
  BAL                   $        99,548.93 
  RATE                     8.300 
  PAI                   $         754.78 
  CLTV                  80.000 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022037600
LAST_NAME              SWICICKI
ADDRESS                8104 WINTHROP DRIVE
CITY                   PORT RICHEY
STATE                  FL
ZIP                    346680000
  MORT                  $  41,600.00 
  BAL                   $        41,024.31 
  RATE                     8.300 
  PAI                   $         355.77 
  CLTV                  80.000 
MATURITY               170902
FEE                    0.5000

LOAN                   0000022037618
LAST_NAME              BURKE
ADDRESS                5945 LIDDELL DRIVE
CITY                   NEW PORT RI
STATE                  FL
ZIP                    346520000
  MORT                  $  17,300.00 
  BAL                   $        16,900.98 
  RATE                     8.300 
  PAI                   $         168.34 
  CLTV                  29.827 
MATURITY               120922
FEE                    0.5000

LOAN                   0000022037626
LAST_NAME              SALAS
ADDRESS                1775 W MANILA LN
CITY                   LECANTO
STATE                  FL
ZIP                    344610000
  MORT                  $  55,000.00 
  BAL                   $        54,357.18 
  RATE                     8.300 
  PAI                   $         470.36 
  CLTV                  63.953 
MATURITY               171002
FEE                    0.5000

LOAN                   0000022037634
LAST_NAME              MCMULLEN
ADDRESS                7548 FARRAGOT STREET
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330240000
  MORT                  $  67,000.00 
  BAL                   $        65,454.81 
  RATE                     8.300 
  PAI                   $         651.94 
  CLTV                  77.906 
MATURITY               120917
FEE                    0.5000

LOAN                   0000022037642
LAST_NAME              FOSTER
ADDRESS                1340 S TIMBERIDGE LOOP
CITY                   LAKELAND
STATE                  FL
ZIP                    338090000
  MORT                  $  76,000.00 
  BAL                   $        74,247.20 
  RATE                     8.300 
  PAI                   $         739.52 
  CLTV                  80.000 
MATURITY               121002
FEE                    0.5000

LOAN                   0000022037659
LAST_NAME              ESTEPE
ADDRESS                2900 NW 171ST TERRACE
CITY                   MIAMI
STATE                  FL
ZIP                    330560000
  MORT                  $  48,000.00 
  BAL                   $        47,051.26 
  RATE                     8.500 
  PAI                   $         472.68 
  CLTV                  65.753 
MATURITY               121002
FEE                    0.5000

LOAN                   0000022037667
LAST_NAME              COWART
ADDRESS                1420 TROUT ST
CITY                   MERRITT ISL
STATE                  FL
ZIP                    329520000
  MORT                  $  82,400.00 
  BAL                   $        80,532.06 
  RATE                     8.500 
  PAI                   $         811.43 
  CLTV                  80.000 
MATURITY               120910
FEE                    0.5000

LOAN                   0000022037675
LAST_NAME              THORPE
ADDRESS                240 SW 65TH WAY
CITY                   PEMBROKE PI
STATE                  FL
ZIP                    330230000
  MORT                  $  94,400.00 
  BAL                   $        93,974.14 
  RATE                     8.300 
  PAI                   $         712.52 
  CLTV                  80.000 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022037683
LAST_NAME              CRONIN
ADDRESS                2545 CHIMAYO
CITY                   SECURITY
STATE                  CO
ZIP                    809110000
  MORT                  $  63,200.00 
  BAL                   $        62,873.07 
  RATE                     8.300 
  PAI                   $         477.02 
  CLTV                  80.000 
MATURITY               270915
FEE                    0.5000

LOAN                   0000022037691
LAST_NAME              HALL
ADDRESS                920 WELLINGTON AVE
CITY                   LEHIGH ACRE
STATE                  FL
ZIP                    339360000
  MORT                  $120,000.00 
  BAL                   $      119,411.82 
  RATE                     8.300 
  PAI                   $         905.74 
  CLTV                  80.000 
MATURITY               271010
FEE                    0.5000

LOAN                   0000022037709
LAST_NAME              LAWLER
ADDRESS                6790 TINKERBELL LANE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322100000
  MORT                  $  48,000.00 
  BAL                   $        45,879.66 
  RATE                     8.250 
  PAI                   $         588.73 
  CLTV                  80.000 
MATURITY               70926
FEE                    0.5000

LOAN                   0000022037725
LAST_NAME              AUSTING
ADDRESS                3772 RAMBLING ROSE CT
CITY                   ORLANDO
STATE                  FL
ZIP                    328080000
  MORT                  $  96,000.00 
  BAL                   $        95,503.38 
  RATE                     8.300 
  PAI                   $         724.59 
  CLTV                  80.000 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022037733
LAST_NAME              SCHNEIDER
ADDRESS                1819 AMBOY DRIVE
CITY                   DELTONA
STATE                  FL
ZIP                    327380000
  MORT                  $  76,000.00 
  BAL                   $        75,657.13 
  RATE                     8.300 
  PAI                   $         573.64 
  CLTV                  76.000 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022037741
LAST_NAME              GILLESPIE
ADDRESS                1314 MENDONSA ROAD
CITY                   PLANT CITY
STATE                  FL
ZIP                    335660000
  MORT                  $  92,000.00 
  BAL                   $        91,429.19 
  RATE                     8.300 
  PAI                   $         694.40 
  CLTV                  80.000 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022037758
LAST_NAME              DAVIS
ADDRESS                116 E MISSOURI AVENUE
CITY                   FOUNTAIN
STATE                  CO
ZIP                    808170000
  MORT                  $  57,000.00 
  BAL                   $        56,747.99 
  RATE                     8.400 
  PAI                   $         434.25 
  CLTV                  75.000 
MATURITY               270924
FEE                    0.5000

LOAN                   0000022037766
LAST_NAME              BOESCH
ADDRESS                146 ROOSEVELT PLACE
CITY                   MAITLAND
STATE                  FL
ZIP                    327510000
  MORT                  $100,000.00 
  BAL                   $        98,692.02 
  RATE                     8.500 
  PAI                   $         867.82 
  CLTV                  80.000 
MATURITY               170927
FEE                    0.5000

LOAN                   0000022037774
LAST_NAME              MORRIS
ADDRESS                1863 BROOKVIEW DRIVE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322460000
  MORT                  $  48,000.00 
  BAL                   $        47,009.14 
  RATE                     8.030 
  PAI                   $         459.54 
  CLTV                  80.000 
MATURITY               121002
FEE                    0.5000

LOAN                   0000022037782
LAST_NAME              BUCHHOLD
ADDRESS                750 VACCINUM WAY
CITY                   OSTEEN
STATE                  FL
ZIP                    327640000
  MORT                  $  54,500.00 
  BAL                   $        54,254.14 
  RATE                     8.300 
  PAI                   $         411.36 
  CLTV                  47.391 
MATURITY               270926
FEE                    0.5000

LOAN                   0000022037790
LAST_NAME              BERKI
ADDRESS                1520 E WIND DRIVE
CITY                   KISSIMMEE
STATE                  FL
ZIP                    347460000
  MORT                  $  94,000.00 
  BAL                   $        93,575.96 
  RATE                     8.300 
  PAI                   $         709.50 
  CLTV                  74.015 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022037808
LAST_NAME              GEE
ADDRESS                1779 E 26TH STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322060000
  MORT                  $  36,000.00 
  BAL                   $        34,336.89 
  RATE                     8.300 
  PAI                   $         350.30 
  CLTV                  80.000 
MATURITY               120728
FEE                    0.5000


                          Page 48
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022037816
LAST_NAME              CROSS
ADDRESS                4910 NE 12TH ST
CITY                   OCALA
STATE                  FL
ZIP                    344700000
  MORT                  $  50,000.00 
  BAL                   $        49,415.62 
  RATE                     8.300 
  PAI                   $         427.60 
  CLTV                  43.103 
MATURITY               171002
FEE                    0.5000

LOAN                   0000022037824
LAST_NAME              PIZZUTO
ADDRESS                1781 VALENCIA DRIVE
CITY                   VENICE
STATE                  FL
ZIP                    342930000
  MORT                  $  35,000.00 
  BAL                   $        34,278.37 
  RATE                     8.300 
  PAI                   $         340.57 
  CLTV                  44.871 
MATURITY               121002
FEE                    0.5000

LOAN                   0000022037832
LAST_NAME              MEACHAM
ADDRESS                5017 TULIP DR
CITY                   PENSACOLA
STATE                  FL
ZIP                    325060000
  MORT                  $  62,400.00 
  BAL                   $        62,015.38 
  RATE                     8.300 
  PAI                   $         470.99 
  CLTV                  80.000 
MATURITY               270923
FEE                    0.5000

LOAN                   0000022037840
LAST_NAME              ELLIS
ADDRESS                18515 GULF BLVD
CITY                   INDIAN SHOR
STATE                  FL
ZIP                    346350000
  MORT                  $113,600.00 
  BAL                   $      113,012.28 
  RATE                     8.300 
  PAI                   $         857.44 
  CLTV                  80.000 
MATURITY               270924
FEE                    0.5000

LOAN                   0000022037873
LAST_NAME              DRAKE
ADDRESS                1375 CHILDRESS AVENUE
CITY                   SAINT LOUIS
STATE                  MO
ZIP                    631390000
  MORT                  $  42,400.00 
  BAL                   $        42,331.90 
  RATE                     9.650 
  PAI                   $         374.88 
  CLTV                  80.000 
MATURITY               230401
FEE                    0.5000

LOAN                   0000022037899
LAST_NAME              BURGER
ADDRESS                1012 ALLEN
CITY                   SAINT LOUIS
STATE                  MO
ZIP                    631040000
  MORT                  $  62,000.00 
  BAL                   $        61,971.33 
  RATE                     9.800 
  PAI                   $         534.96 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022037931
LAST_NAME              HARRIS
ADDRESS                373 PRALLE CT.
CITY                   ST. CHARLES
STATE                  MO
ZIP                    633030000
  MORT                  $  85,900.00 
  BAL                   $        85,791.44 
  RATE                   11.050 
  PAI                   $         845.03 
  CLTV                  82.995 
MATURITY               230313
FEE                    0.5000

LOAN                   0000022037949
LAST_NAME              BRADLEY
ADDRESS                15801 NW 18TH AVENUE
CITY                   MIAMI
STATE                  FL
ZIP                    330540000
  MORT                  $  62,400.00 
  BAL                   $        62,400.00 
  RATE                     8.700 
  PAI                   $         549.45 
  CLTV                  80.000 
MATURITY               180518
FEE                    0.5000

LOAN                   0000022037964
LAST_NAME              HENDRICKS
ADDRESS                20011 NW 14TH PLACE
CITY                   MIAMI
STATE                  FL
ZIP                    331690000
  MORT                  $  15,000.00 
  BAL                   $        15,000.00 
  RATE                     9.250 
  PAI                   $         192.05 
  CLTV                  73.932 
MATURITY               80518
FEE                    0.5000

LOAN                   0000022037972
LAST_NAME              SCURLOCK
ADDRESS                10558 LANGFORD
CITY                   SAINT LOUIS
STATE                  MO
ZIP                    631360000
  MORT                  $  59,500.00 
  BAL                   $        59,459.18 
  RATE                   10.600 
  PAI                   $         566.05 
  CLTV                  85.000 
MATURITY               230330
FEE                    0.5000

LOAN                   0000022037998
LAST_NAME              MARSHALL
ADDRESS                525 N. FAIRFIELD DRIVE
CITY                   SARALAND
STATE                  AL
ZIP                    365710000
  MORT                  $  48,750.00 
  BAL                   $        48,750.00 
  RATE                   10.000 
  PAI                   $         523.88 
  CLTV                  75.000 
MATURITY               130508
FEE                    0.5000

LOAN                   0000022038061
LAST_NAME              DAVIS
ADDRESS                2929 ELROD AVENUE
CITY                   TAMPA
STATE                  FL
ZIP                    336110000
  MORT                  $  49,600.00 
  BAL                   $        48,308.61 
  RATE                     8.300 
  PAI                   $         482.63 
  CLTV                  80.000 
MATURITY               120825
FEE                    0.5000

LOAN                   0000022038079
LAST_NAME              WILSON
ADDRESS                1027 PINEVIEW TERRACE
CITY                   MILLVILLE
STATE                  NJ
ZIP                    083320000
  MORT                  $  69,000.00 
  BAL                   $        69,000.00 
  RATE                     8.990 
  PAI                   $         578.57 
  CLTV                  71.875 
MATURITY               230512
FEE                    0.5000

LOAN                   0000022038152
LAST_NAME              MCGLADE
ADDRESS                7615 E. STAGECOACH TRAIL
CITY                   FLORAL CITY
STATE                  FL
ZIP                    326360000
  MORT                  $  52,200.00 
  BAL                   $        50,726.83 
  RATE                     8.300 
  PAI                   $         507.93 
  CLTV                  73.521 
MATURITY               120802
FEE                    0.5000

LOAN                   0000022038160
LAST_NAME              CARPENTER
ADDRESS                406 TIMERLINE DRIVE
CITY                   FAYETTEVILL
STATE                  NC
ZIP                    283110000
  MORT                  $  85,500.00 
  BAL                   $        85,500.00 
  RATE                     9.600 
  PAI                   $         802.57 
  CLTV                  90.000 
MATURITY               180515
FEE                    0.5000

LOAN                   0000022038178
LAST_NAME              FAVATA
ADDRESS                2703 W BIRD STREET
CITY                   TAMPA
STATE                  FL
ZIP                    336140000
  MORT                  $  96,000.00 
  BAL                   $        94,547.26 
  RATE                     8.300 
  PAI                   $         821.00 
  CLTV                  80.000 
MATURITY               170820
FEE                    0.5000

LOAN                   0000022038194
LAST_NAME              WYCKOFF
ADDRESS                8601 PLUTO TERRACE
CITY                   LAKE PARK
STATE                  FL
ZIP                    334030000
  MORT                  $  40,000.00 
  BAL                   $        38,220.01 
  RATE                     8.250 
  PAI                   $         388.06 
  CLTV                  67.796 
MATURITY               120225
FEE                    0.5000

LOAN                   0000022038202
LAST_NAME              MANSELL
ADDRESS                2400 PALMETTO DRIVE
CITY                   LONGWOOD
STATE                  FL
ZIP                    327790000
  MORT                  $  55,000.00 
  BAL                   $        54,678.80 
  RATE                     8.300 
  PAI                   $         415.13 
  CLTV                  49.107 
MATURITY               270820
FEE                    0.5000

LOAN                   0000022038228
LAST_NAME              RODGERS
ADDRESS                7833 S 450 EAST
CITY                   SANDY
STATE                  UT
ZIP                    840700000
  MORT                  $118,400.00 
  BAL                   $      117,782.81 
  RATE                     8.500 
  PAI                   $         910.39 
  CLTV                  80.000 
MATURITY               271016
FEE                    0.5000

LOAN                   0000022038236
LAST_NAME              DINGEE
ADDRESS                2237 14TH AVENUE NORTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337130000
  MORT                  $  42,000.00 
  BAL                   $        41,155.38 
  RATE                     8.300 
  PAI                   $         408.68 
  CLTV                  72.413 
MATURITY               121014
FEE                    0.5000

LOAN                   0000022038251
LAST_NAME              BOYETTE
ADDRESS                7216 RIVERWOOD BLVD
CITY                   TAMPA
STATE                  FL
ZIP                    336150000
  MORT                  $  60,000.00 
  BAL                   $        59,689.60 
  RATE                     8.300 
  PAI                   $         452.87 
  CLTV                  76.923 
MATURITY               270923
FEE                    0.5000

LOAN                   0000022038269
LAST_NAME              NELSON
ADDRESS                8905 RICARDO LANE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322160000
  MORT                  $  47,200.00 
  BAL                   $        44,852.36 
  RATE                     8.300 
  PAI                   $         580.18 
  CLTV                  80.000 
MATURITY               70825
FEE                    0.5000

LOAN                   0000022038277
LAST_NAME              PONDER
ADDRESS                12832 EAST 7TH AVENUE
CITY                   AURORA
STATE                  CO
ZIP                    800110000
  MORT                  $  73,600.00 
  BAL                   $        73,281.18 
  RATE                     8.500 
  PAI                   $         565.92 
  CLTV                  80.000 
MATURITY               271015
FEE                    0.5000

LOAN                   0000022038285
LAST_NAME              THARRINGTON
ADDRESS                4332 LASSITER ROAD
CITY                   WAKE FOREST
STATE                  NC
ZIP                    275870000
  MORT                  $  76,000.00 
  BAL                   $        75,627.93 
  RATE                     8.300 
  PAI                   $         573.64 
  CLTV                  80.000 
MATURITY               271015
FEE                    0.5000

LOAN                   0000022038293
LAST_NAME              PACHECO
ADDRESS                2610 ROHLWING ROAD
CITY                   ROLLING MEA
STATE                  IL
ZIP                    600080000
  MORT                  $116,000.00 
  BAL                   $      115,961.69 
  RATE                   11.350 
  PAI                   $      1,135.48 
  CLTV                  80.000 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022038376
LAST_NAME              MCCUE
ADDRESS                2302 SW ABNER ROAD
CITY                   PORT ST LUC
STATE                  FL
ZIP                    349530000
  MORT                  $  90,500.00 
  BAL                   $        90,151.29 
  RATE                     8.300 
  PAI                   $         683.08 
  CLTV                  79.385 
MATURITY               271016
FEE                    0.5000

LOAN                   0000022038384
LAST_NAME              SUSI
ADDRESS                215 DRIFTWOOD DRIVE S.
CITY                   PALM HARBOR
STATE                  FL
ZIP                    346830000
  MORT                  $  28,000.00 
  BAL                   $        27,160.70 
  RATE                     8.300 
  PAI                   $         272.45 
  CLTV                  36.842 
MATURITY               121002
FEE                    0.5000

LOAN                   0000022038418
LAST_NAME              BEACH
ADDRESS                2135 MERCERS FERNERY ROAD
CITY                   DELAND
STATE                  FL
ZIP                    327200000
  MORT                  $128,000.00 
  BAL                   $      126,503.95 
  RATE                     8.300 
  PAI                   $      1,094.66 
  CLTV                  80.000 
MATURITY               171016
FEE                    0.5000

LOAN                   0000022038426
LAST_NAME              MANGLES
ADDRESS                153 WEST WILLOW STREET
CITY                   PERRY
STATE                  MI
ZIP                    488720000
  MORT                  $  54,400.00 
  BAL                   $        54,400.00 
  RATE                     7.950 
  PAI                   $         518.31 
  CLTV                  80.000 
MATURITY               130513
FEE                    0.5000

LOAN                   0000022038442
LAST_NAME              CLAUSE
ADDRESS                46W304 WOODVIEW PARKWAY
CITY                   HAMPSHIRE
STATE                  IL
ZIP                    601400000
  MORT                  $  60,000.00 
  BAL                   $        59,977.41 
  RATE                   10.750 
  PAI                   $         560.09 
  CLTV                  83.886 
MATURITY               130415
FEE                    0.5000

LOAN                   0000022038475
LAST_NAME              MILLER
ADDRESS                4411 LEILA AVENUE
CITY                   TAMPA
STATE                  FL
ZIP                    336110000
  MORT                  $  48,000.00 
  BAL                   $        47,700.51 
  RATE                     8.300 
  PAI                   $         362.30 
  CLTV                  78.688 
MATURITY               270826
FEE                    0.5000

LOAN                   0000022038517
LAST_NAME              CUDRIK
ADDRESS                3469 WESTLUND TERRACE
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339520000
  MORT                  $  39,000.00 
  BAL                   $        38,772.19 
  RATE                     8.300 
  PAI                   $         294.37 
  CLTV                  67.241 
MATURITY               270827
FEE                    0.5000

LOAN                   0000022038541
LAST_NAME              NOLAND
ADDRESS                119 CANTERBURY RD
CITY                   RICHMOND
STATE                  KY
ZIP                    404750000
  MORT                  $  35,000.00 
  BAL                   $        34,982.96 
  RATE                     9.550 
  PAI                   $         295.58 
  CLTV                  66.037 
MATURITY               280403
FEE                    0.5000

LOAN                   0000022038566
LAST_NAME              CHRISTENSEN
ADDRESS                618 EAST 920 NORTH
CITY                   OREM
STATE                  UT
ZIP                    840570000
  MORT                  $150,000.00 
  BAL                   $      148,935.76 
  RATE                     8.500 
  PAI                   $      1,153.37 
  CLTV                  51.724 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022038574
LAST_NAME              VICTOR
ADDRESS                1311 SNOWBERRY TRAIL
CITY                   SIOUX FALLS
STATE                  SD
ZIP                    571060000
  MORT                  $208,000.00 
  BAL                   $      207,787.99 
  RATE                     9.350 
  PAI                   $      1,726.26 
  CLTV                  80.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022038582
LAST_NAME              WHITENBURG
ADDRESS                5613 HOME LANE
CITY                   TOLEDO
STATE                  OH
ZIP                    436250000
  MORT                  $  54,400.00 
  BAL                   $        54,313.23 
  RATE                     8.500 
  PAI                   $         472.10 
  CLTV                  75.555 
MATURITY               180403
FEE                    0.5000

LOAN                   0000022038590
LAST_NAME              REED
ADDRESS                112 E. IROQUOIS TRAIL
CITY                   SANDUSKY
STATE                  OH
ZIP                    448700000
  MORT                  $  65,600.00 
  BAL                   $        65,600.00 
  RATE                     9.350 
  PAI                   $         544.44 
  CLTV                  80.000 
MATURITY               130528
FEE                    0.5000

LOAN                   0000022038608
LAST_NAME              CHAPMAN
ADDRESS                6621 ELWYNNE DR
CITY                   CINCINNATI
STATE                  OH
ZIP                    452360000
  MORT                  $123,210.00 
  BAL                   $      123,128.04 
  RATE                     8.990 
  PAI                   $         990.49 
  CLTV                  90.595 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022038616
LAST_NAME              DIXON
ADDRESS                5548 YUBA WAY
CITY                   DENVER
STATE                  CO
ZIP                    802390000
  MORT                  $  68,000.00 
  BAL                   $        67,693.28 
  RATE                     8.300 
  PAI                   $         513.25 
  CLTV                  77.272 
MATURITY               271001
FEE                    0.5000

LOAN                   0000022038632
LAST_NAME              JONES
ADDRESS                520 EDISON ST
CITY                   DAYTON
STATE                  OH
ZIP                    454070000
  MORT                  $  26,500.00 
  BAL                   $        26,500.00 
  RATE                     8.350 
  PAI                   $         200.96 
  CLTV                  61.627 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022038640
LAST_NAME              PAOLO
ADDRESS                3050 PALM AIRE DRIVE N #5
CITY                   POMPANO BEA
STATE                  FL
ZIP                    330690000
  MORT                  $  31,500.00 
  BAL                   $        31,224.84 
  RATE                     7.990 
  PAI                   $         300.85 
  CLTV                  75.000 
MATURITY               130224
FEE                    0.5000


                          Page 49
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022038673
LAST_NAME              WILLIAMS
ADDRESS                2201 LEETH GAP CUTOFF ROA
CITY                   BOAZ
STATE                  AL
ZIP                    359560000
  MORT                  $  33,750.00 
  BAL                   $        33,732.51 
  RATE                     9.250 
  PAI                   $         277.65 
  CLTV                  68.181 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022038681
LAST_NAME              DEVITA
ADDRESS                2300 CORAL HILLS ROAD
CITY                   APOPKA
STATE                  FL
ZIP                    327030000
  MORT                  $136,000.00 
  BAL                   $      135,410.88 
  RATE                     8.500 
  PAI                   $      1,045.72 
  CLTV                  46.101 
MATURITY               271020
FEE                    0.5000

LOAN                   0000022038699
LAST_NAME              BURKE
ADDRESS                6221 5TH AVENUE NORTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337100000
  MORT                  $  64,000.00 
  BAL                   $        62,942.91 
  RATE                     7.990 
  PAI                   $         776.16 
  CLTV                  80.000 
MATURITY               80223
FEE                    0.5000

LOAN                   0000022038715
LAST_NAME              BURLESON
ADDRESS                1254 HORTON RD
CITY                   RAINSVILLE
STATE                  AL
ZIP                    359860000
  MORT                  $  25,000.00 
  BAL                   $        24,933.64 
  RATE                     8.950 
  PAI                   $         252.82 
  CLTV                  38.520 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022038723
LAST_NAME              JENKINS
ADDRESS                5991 82ND AVENUE NORTH
CITY                   PINELLAS PA
STATE                  FL
ZIP                    337810000
  MORT                  $  40,000.00 
  BAL                   $        39,918.76 
  RATE                     7.990 
  PAI                   $         293.23 
  CLTV                  53.333 
MATURITY               280223
FEE                    0.5000

LOAN                   0000022038731
LAST_NAME              HOLMAN
ADDRESS                313 N 1ST AVE
CITY                   MAYODAN
STATE                  NC
ZIP                    270270000
  MORT                  $  42,500.00 
  BAL                   $        42,293.87 
  RATE                     9.990 
  PAI                   $         456.45 
  CLTV                  85.000 
MATURITY               130304
FEE                    0.5000

LOAN                   0000022038749
LAST_NAME              LEBLANC
ADDRESS                10456 52ND AVE. NORTH
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337080000
  MORT                  $  55,000.00 
  BAL                   $        54,519.57 
  RATE                     7.990 
  PAI                   $         525.29 
  CLTV                  78.571 
MATURITY               130219
FEE                    0.5000

LOAN                   0000022038756
LAST_NAME              BOUVIER
ADDRESS                8 NEWBERRY STREET
CITY                   GREENVILLE
STATE                  SC
ZIP                    296170000
  MORT                  $  56,100.00 
  BAL                   $        56,033.02 
  RATE                   10.750 
  PAI                   $         569.54 
  CLTV                  85.000 
MATURITY               180413
FEE                    0.5000

LOAN                   0000022038764
LAST_NAME              MCPHERSON
ADDRESS                4600 LAQUINTA COURT
CITY                   PACE
STATE                  FL
ZIP                    325700000
  MORT                  $  64,000.00 
  BAL                   $        63,870.06 
  RATE                     7.990 
  PAI                   $         469.16 
  CLTV                  77.575 
MATURITY               280211
FEE                    0.5000

LOAN                   0000022038772
LAST_NAME              TRAYLOR
ADDRESS                2300 S TALLASSEE DRIVE
CITY                   TALLASSEE
STATE                  AL
ZIP                    360780000
  MORT                  $  38,675.00 
  BAL                   $        38,640.28 
  RATE                     9.950 
  PAI                   $         337.97 
  CLTV                  85.000 
MATURITY               130303
FEE                    0.5000

LOAN                   0000022038780
LAST_NAME              MITULSKI
ADDRESS                8125 SW 106TH PLACE
CITY                   OCALA
STATE                  FL
ZIP                    344810000
  MORT                  $  39,250.00 
  BAL                   $        39,170.30 
  RATE                     7.990 
  PAI                   $         287.73 
  CLTV                  51.644 
MATURITY               280211
FEE                    0.5000

LOAN                   0000022038798
LAST_NAME              RHODES
ADDRESS                2500 COMMONWEALTH AVENUE
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282050000
  MORT                  $  86,000.00 
  BAL                   $        85,668.66 
  RATE                     8.300 
  PAI                   $         649.11 
  CLTV                  67.187 
MATURITY               271118
FEE                    0.5000

LOAN                   0000022038806
LAST_NAME              ENGRAM
ADDRESS                780 E HARTSHORN LANE
CITY                   HOLDER
STATE                  FL
ZIP                    344450000
  MORT                  $  18,000.00 
  BAL                   $        17,690.79 
  RATE                     8.300 
  PAI                   $         175.15 
  CLTV                  52.941 
MATURITY               121115
FEE                    0.5000

LOAN                   0000022038814
LAST_NAME              BREEDEN
ADDRESS                369 GRAY AVE
CITY                   WINCHESTER
STATE                  VA
ZIP                    226010000
  MORT                  $  70,000.00 
  BAL                   $        69,952.52 
  RATE                   11.250 
  PAI                   $         679.88 
  CLTV                  77.777 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022038830
LAST_NAME              TOLER
ADDRESS                7519 DUNDALK RD
CITY                   TAKOMA PARK
STATE                  MD
ZIP                    209120000
  MORT                  $168,000.00 
  BAL                   $      167,919.94 
  RATE                     9.650 
  PAI                   $      1,431.06 
  CLTV                  80.000 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022038848
LAST_NAME              HARTMAN
ADDRESS                1890 PAULINE STREET
CITY                   CANTONMENT
STATE                  FL
ZIP                    325330000
  MORT                  $  77,000.00 
  BAL                   $        75,911.78 
  RATE                     8.500 
  PAI                   $         758.25 
  CLTV                  76.237 
MATURITY               121202
FEE                    0.5000

LOAN                   0000022038863
LAST_NAME              RIGGINS
ADDRESS                2039 WESTOVER DR
CITY                   DANVILLE
STATE                  VA
ZIP                    245410000
  MORT                  $  59,500.00 
  BAL                   $        59,335.36 
  RATE                     9.650 
  PAI                   $         560.46 
  CLTV                  76.282 
MATURITY               180327
FEE                    0.5000

LOAN                   0000022038889
LAST_NAME              STOLSMARK
ADDRESS                4185 SOUTH JODY POINT
CITY                   HOMOSASSA
STATE                  FL
ZIP                    344460000
  MORT                  $  53,000.00 
  BAL                   $        52,140.61 
  RATE                     8.300 
  PAI                   $         453.26 
  CLTV                  76.811 
MATURITY               171002
FEE                    0.5000

LOAN                   0000022038897
LAST_NAME              TUCKER
ADDRESS                429 E FREEMONT
CITY                   FOSTORIA
STATE                  OH
ZIP                    448200000
  MORT                  $  48,000.00 
  BAL                   $        47,075.10 
  RATE                     8.800 
  PAI                   $         481.15 
  CLTV                  80.000 
MATURITY               121018
FEE                    0.5000

LOAN                   0000022038913
LAST_NAME              HOLSEY
ADDRESS                519 VINTAGE RD
CITY                   ALBANY
STATE                  GA
ZIP                    317050000
  MORT                  $  53,000.00 
  BAL                   $        52,873.53 
  RATE                   10.790 
  PAI                   $         539.51 
  CLTV                  79.939 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022038947
LAST_NAME              WHITEHEAD
ADDRESS                1412 NE 19 PLACE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326090000
  MORT                  $  28,500.00 
  BAL                   $        27,405.13 
  RATE                     8.300 
  PAI                   $         350.32 
  CLTV                  53.271 
MATURITY               71003
FEE                    0.5000

LOAN                   0000022038962
LAST_NAME              JOHNSON
ADDRESS                7869 LEANNA CENTRAL VALLE
CITY                   MURFREESBOR
STATE                  TN
ZIP                    371290000
  MORT                  $  72,900.00 
  BAL                   $        72,873.72 
  RATE                   10.950 
  PAI                   $         691.49 
  CLTV                  90.000 
MATURITY               130403
FEE                    0.5000

LOAN                   0000022038970
LAST_NAME              ADDISON
ADDRESS                4118 MUNCY ROAD
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322070000
  MORT                  $  44,000.00 
  BAL                   $        43,801.48 
  RATE                     8.300 
  PAI                   $         332.11 
  CLTV                  80.000 
MATURITY               271007
FEE                    0.5000

LOAN                   0000022038988
LAST_NAME              SHEWMAN
ADDRESS                503 GRANT ROAD
CITY                   VENICE
STATE                  FL
ZIP                    342930000
  MORT                  $  77,600.00 
  BAL                   $        77,249.96 
  RATE                     8.300 
  PAI                   $         585.71 
  CLTV                  79.183 
MATURITY               271016
FEE                    0.5000

LOAN                   0000022038996
LAST_NAME              HARPER
ADDRESS                4401 SHENANDOAH DRIVE
CITY                   LOUISVILLE
STATE                  KY
ZIP                    402410000
  MORT                  $  72,000.00 
  BAL                   $        71,688.09 
  RATE                     8.500 
  PAI                   $         553.62 
  CLTV                  70.588 
MATURITY               271008
FEE                    0.5000

LOAN                   0000022039002
LAST_NAME              STAMEY
ADDRESS                108 BAY STREET
CITY                   NEW SMYRNA
STATE                  FL
ZIP                    321680000
  MORT                  $  40,000.00 
  BAL                   $        39,409.94 
  RATE                     8.300 
  PAI                   $         389.22 
  CLTV                  76.923 
MATURITY               121202
FEE                    0.5000

LOAN                   0000022039028
LAST_NAME              STEPHENS
ADDRESS                356 FARGO ROAD
CITY                   CANTONMENT
STATE                  FL
ZIP                    325330000
  MORT                  $  90,000.00 
  BAL                   $        88,190.04 
  RATE                     8.300 
  PAI                   $         875.75 
  CLTV                  62.937 
MATURITY               121015
FEE                    0.5000

LOAN                   0000022039036
LAST_NAME              MANNO
ADDRESS                12482 WINSTON COURT
CITY                   SPRING HILL
STATE                  FL
ZIP                    346090000
  MORT                  $  50,093.61 
  BAL                   $        49,991.89 
  RATE                     7.990 
  PAI                   $         367.23 
  CLTV                  36.299 
MATURITY               280227
FEE                    0.5000

LOAN                   0000022039051
LAST_NAME              PACHECO
ADDRESS                2406 FLICKER LANE
CITY                   ROLLING MEA
STATE                  IL
ZIP                    600080000
  MORT                  $125,600.00 
  BAL                   $      125,558.51 
  RATE                   11.350 
  PAI                   $      1,229.46 
  CLTV                  80.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022039093
LAST_NAME              BYRNE
ADDRESS                6899 PENTON STREET
CITY                   PENSACOLA
STATE                  FL
ZIP                    325060000
  MORT                  $  56,000.00 
  BAL                   $        55,784.21 
  RATE                     8.300 
  PAI                   $         422.68 
  CLTV                  78.321 
MATURITY               271028
FEE                    0.5000

LOAN                   0000022039101
LAST_NAME              VALENTINO
ADDRESS                125 AUTUMN STREET
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339800000
  MORT                  $  54,400.00 
  BAL                   $        52,328.47 
  RATE                     8.300 
  PAI                   $         410.60 
  CLTV                  69.743 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022039119
LAST_NAME              JENKINS
ADDRESS                3244 PERDUE ROAD
CITY                   WAUCHULA
STATE                  FL
ZIP                    338730000
  MORT                  $  42,000.00 
  BAL                   $        41,509.07 
  RATE                     8.300 
  PAI                   $         359.19 
  CLTV                  72.413 
MATURITY               171028
FEE                    0.5000

LOAN                   0000022039127
LAST_NAME              HYRE
ADDRESS                1111 ELMWOOD AVENUE
CITY                   FORT WAYNE
STATE                  IN
ZIP                    468050000
  MORT                  $  33,520.00 
  BAL                   $        33,062.35 
  RATE                     8.800 
  PAI                   $         336.01 
  CLTV                  77.953 
MATURITY               121102
FEE                    0.5000

LOAN                   0000022039143
LAST_NAME              JERKINS
ADDRESS                13459 S FLORIDA AVENUE
CITY                   FLORAL CITY
STATE                  FL
ZIP                    344360000
  MORT                  $  72,750.00 
  BAL                   $        72,145.03 
  RATE                     8.500 
  PAI                   $         559.38 
  CLTV                  75.000 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022039176
LAST_NAME              DIGNAN
ADDRESS                27356 LAPALOMA LANE
CITY                   BROOKSVILLE
STATE                  FL
ZIP                    346020000
  MORT                  $  44,800.00 
  BAL                   $        44,060.04 
  RATE                     7.990 
  PAI                   $         543.31 
  CLTV                  55.308 
MATURITY               80224
FEE                    0.5000

LOAN                   0000022039184
LAST_NAME              ROBERTS
ADDRESS                6747 NW 34TH DRIVE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326060000
  MORT                  $  23,500.00 
  BAL                   $        22,846.23 
  RATE                     8.500 
  PAI                   $         291.37 
  CLTV                  17.669 
MATURITY               71102
FEE                    0.5000

LOAN                   0000022039200
LAST_NAME              WATTS
ADDRESS                4926 RHODE ISLAND DR NORT
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322090000
  MORT                  $  59,200.00 
  BAL                   $        58,508.08 
  RATE                     8.300 
  PAI                   $         506.28 
  CLTV                  80.000 
MATURITY               171027
FEE                    0.5000

LOAN                   0000022039218
LAST_NAME              BOBER
ADDRESS                10102 SOUTHWOOD COURT
CITY                   NEW PORT RI
STATE                  FL
ZIP                    346540000
  MORT                  $148,500.00 
  BAL                   $      147,017.45 
  RATE                     8.300 
  PAI                   $      1,269.98 
  CLTV                  78.571 
MATURITY               171102
FEE                    0.5000

LOAN                   0000022039226
LAST_NAME              MCSHANE
ADDRESS                7470 DUNWALT ROAD
CITY                   PENSACOLA
STATE                  FL
ZIP                    325260000
  MORT                  $  40,000.00 
  BAL                   $        39,312.90 
  RATE                     8.300 
  PAI                   $         389.22 
  CLTV                  38.095 
MATURITY               121115
FEE                    0.5000

LOAN                   0000022039234
LAST_NAME              CARRIKER
ADDRESS                7218 NEWELL ACRES DR
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282150000
  MORT                  $  53,600.00 
  BAL                   $        53,491.19 
  RATE                     7.990 
  PAI                   $         392.92 
  CLTV                  80.000 
MATURITY               280219
FEE                    0.5000

LOAN                   0000022039242
LAST_NAME              AUZ
ADDRESS                613 NW HARTFORD DRIVE
CITY                   CHARLOTTE
STATE                  FL
ZIP                    339520000
  MORT                  $  92,000.00 
  BAL                   $        91,200.00 
  RATE                     8.490 
  PAI                   $         706.75 
  CLTV                  79.310 
MATURITY               280228
FEE                    0.5000


                          Page 50
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022039275
LAST_NAME              EARLY
ADDRESS                3627 MATEO PLACE
CITY                   ORANGE PARK
STATE                  FL
ZIP                    320650000
  MORT                  $  63,680.00 
  BAL                   $        63,164.94 
  RATE                     8.500 
  PAI                   $         552.63 
  CLTV                  80.000 
MATURITY               171217
FEE                    0.5000

LOAN                   0000022039283
LAST_NAME              MORGAN
ADDRESS                104 CLADORBON DRIVE
CITY                   CYNTHIANA
STATE                  KY
ZIP                    410310000
  MORT                  $  49,920.00 
  BAL                   $        48,586.09 
  RATE                     7.990 
  PAI                   $         417.24 
  CLTV                  80.000 
MATURITY               170214
FEE                    0.5000

LOAN                   0000022039291
LAST_NAME              WHARTON
ADDRESS                1770 NEVADA AVE. NE
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337030000
  MORT                  $  58,000.00 
  BAL                   $        56,792.56 
  RATE                     8.500 
  PAI                   $         571.15 
  CLTV                  61.052 
MATURITY               121025
FEE                    0.5000

LOAN                   0000022039309
LAST_NAME              SCHRATWIESER
ADDRESS                5830 SE BABB ROAD
CITY                   BELLEVIEW
STATE                  FL
ZIP                    344200000
  MORT                  $  72,000.00 
  BAL                   $        71,853.80 
  RATE                     7.990 
  PAI                   $         527.81 
  CLTV                  80.000 
MATURITY               280227
FEE                    0.5000

LOAN                   0000022039317
LAST_NAME              NORRIS
ADDRESS                1912 VANDERVORT ROAD
CITY                   LUTZ
STATE                  FL
ZIP                    335490000
  MORT                  $  71,200.00 
  BAL                   $        70,600.52 
  RATE                     8.300 
  PAI                   $         537.41 
  CLTV                  80.000 
MATURITY               271126
FEE                    0.5000

LOAN                   0000022039325
LAST_NAME              DEAN
ADDRESS                4314 ROMAINE STREET
CITY                   GREENSBORO
STATE                  NC
ZIP                    274070000
  MORT                  $  52,000.00 
  BAL                   $        50,779.87 
  RATE                     9.500 
  PAI                   $         543.00 
  CLTV                  61.176 
MATURITY               120709
FEE                    0.5000

LOAN                   0000022039341
LAST_NAME              NEGRON
ADDRESS                2612 W SAINT CONRAD STREE
CITY                   TAMPA
STATE                  FL
ZIP                    336070000
  MORT                  $  62,400.00 
  BAL                   $        62,129.70 
  RATE                     8.500 
  PAI                   $         479.80 
  CLTV                  80.000 
MATURITY               271024
FEE                    0.5000

LOAN                   0000022039358
LAST_NAME              JEROME
ADDRESS                6020 JAVA PLUM LANE
CITY                   BRADENTON
STATE                  FL
ZIP                    342030000
  MORT                  $  15,000.00 
  BAL                   $        14,423.75 
  RATE                     8.300 
  PAI                   $         184.38 
  CLTV                    9.259 
MATURITY               71023
FEE                    0.5000

LOAN                   0000022039366
LAST_NAME              BERRY
ADDRESS                5317 THORNBURY  LANE
CITY                   VIRGINIA BE
STATE                  VA
ZIP                    234620000
  MORT                  $  60,000.00 
  BAL                   $        60,000.00 
  RATE                     8.850 
  PAI                   $         476.31 
  CLTV                  44.444 
MATURITY               130515
FEE                    0.5000

LOAN                   0000022039408
LAST_NAME              MORALES
ADDRESS                2429 PIRATES COURT
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322240000
  MORT                  $150,000.00 
  BAL                   $      148,749.04 
  RATE                     8.750 
  PAI                   $      1,325.57 
  CLTV                  72.639 
MATURITY               171210
FEE                    0.5000

LOAN                   0000022039416
LAST_NAME              MORRIS
ADDRESS                8934 CHILDRESS ROAD
CITY                   KNOXVILLE
STATE                  TN
ZIP                    378490000
  MORT                  $  57,600.00 
  BAL                   $        57,423.05 
  RATE                     8.500 
  PAI                   $         442.89 
  CLTV                  80.000 
MATURITY               271208
FEE                    0.5000

LOAN                   0000022039424
LAST_NAME              GRADEL
ADDRESS                2752 CHRISTINE STREET
CITY                   PENSACOLA
STATE                  FL
ZIP                    325260000
  MORT                  $  48,000.00 
  BAL                   $        47,815.03 
  RATE                     8.300 
  PAI                   $         362.30 
  CLTV                  76.190 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022039440
LAST_NAME              TAYLOR
ADDRESS                255 RIDGEWOOD STREET
CITY                   ALTOMONTE S
STATE                  FL
ZIP                    327010000
  MORT                  $  98,400.00 
  BAL                   $        98,020.83 
  RATE                     8.300 
  PAI                   $         742.71 
  CLTV                  80.000 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022039507
LAST_NAME              CHEVALLIER
ADDRESS                25364 PANACHE LANE
CITY                   PUNTA GORDA
STATE                  FL
ZIP                    339830000
  MORT                  $  87,200.00 
  BAL                   $        86,857.16 
  RATE                     8.200 
  PAI                   $         652.04 
  CLTV                  80.000 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022039515
LAST_NAME              HENDERSON
ADDRESS                122 KATHY LYNN DR
CITY                   HOLLYWOOD
STATE                  AL
ZIP                    357520000
  MORT                  $  63,920.00 
  BAL                   $        63,770.67 
  RATE                   10.350 
  PAI                   $         700.64 
  CLTV                  85.000 
MATURITY               130414
FEE                    0.5000

LOAN                   0000022039531
LAST_NAME              HARSH
ADDRESS                841 ROMNEY LANE
CITY                   VIRGINIA BE
STATE                  VA
ZIP                    234550000
  MORT                  $  88,650.00 
  BAL                   $        88,650.00 
  RATE                   10.500 
  PAI                   $         810.92 
  CLTV                  90.000 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022039572
LAST_NAME              ZUCKER
ADDRESS                19 CRESSFIELD COURT
CITY                   WOODCLIFF L
STATE                  NJ
ZIP                    076750000
  MORT                  $175,000.00 
  BAL                   $      174,899.31 
  RATE                     8.750 
  PAI                   $      1,376.73 
  CLTV                  48.342 
MATURITY               280406
FEE                    0.5000

LOAN                   0000022039580
LAST_NAME              GRAMLICH
ADDRESS                880 ELTING ROAD
CITY                   ROSENDALE
STATE                  NY
ZIP                    124720000
  MORT                  $  60,000.00 
  BAL                   $        59,946.58 
  RATE                     9.990 
  PAI                   $         526.10 
  CLTV                  69.767 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022039622
LAST_NAME              KRATZER
ADDRESS                732 VERNON AVE
CITY                   KENILWORTH
STATE                  NJ
ZIP                    070330000
  MORT                  $132,000.00 
  BAL                   $      131,590.51 
  RATE                     8.750 
  PAI                   $      1,166.50 
  CLTV                  80.000 
MATURITY               180316
FEE                    0.5000

LOAN                   0000022039630
LAST_NAME              WEAVER
ADDRESS                479 PAINE ROAD
CITY                   NORTH ATTLE
STATE                  MA
ZIP                    027600000
  MORT                  $  90,000.00 
  BAL                   $        89,953.34 
  RATE                     9.250 
  PAI                   $         740.41 
  CLTV                  69.230 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022039671
LAST_NAME              PEARSON
ADDRESS                1474 TRUMAN ST
CITY                   HAMMOND
STATE                  IN
ZIP                    463200000
  MORT                  $  48,025.00 
  BAL                   $        47,883.19 
  RATE                     8.950 
  PAI                   $         485.68 
  CLTV                  85.000 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022039689
LAST_NAME              MURPHY
ADDRESS                5256 APACHE LANE
CITY                   UPPER DARBY
STATE                  PA
ZIP                    190260000
  MORT                  $  21,300.00 
  BAL                   $        21,300.00 
  RATE                     8.950 
  PAI                   $         190.96 
  CLTV                  60.684 
MATURITY               180511
FEE                    0.5000

LOAN                   0000022039705
LAST_NAME              ACQUISTO
ADDRESS                212 RARITAN STREET
CITY                   UNION BEACH
STATE                  NJ
ZIP                    077350000
  MORT                  $  60,000.00 
  BAL                   $        59,933.51 
  RATE                     8.950 
  PAI                   $         480.62 
  CLTV                  80.000 
MATURITY               280325
FEE                    0.5000

LOAN                   0000022039747
LAST_NAME              OSTENDORF
ADDRESS                211 EGE AVE.
CITY                   JERSEY CITY
STATE                  NJ
ZIP                    073040000
  MORT                  $  61,000.00 
  BAL                   $        60,932.41 
  RATE                     8.950 
  PAI                   $         488.63 
  CLTV                  48.800 
MATURITY               280327
FEE                    0.5000

LOAN                   0000022039762
LAST_NAME              GUINTOLI
ADDRESS                1041 SEABROOK AVENUE
CITY                   DAVIE
STATE                  FL
ZIP                    333250000
  MORT                  $137,600.00 
  BAL                   $      136,721.78 
  RATE                     8.400 
  PAI                   $      1,048.29 
  CLTV                  78.628 
MATURITY               270702
FEE                    0.5000

LOAN                   0000022039770
LAST_NAME              GIORDANO
ADDRESS                7331 MORAVIAN DRIVE
CITY                   PORT RICHEY
STATE                  FL
ZIP                    346680000
  MORT                  $  36,600.00 
  BAL                   $        36,458.98 
  RATE                     8.300 
  PAI                   $         276.25 
  CLTV                  67.777 
MATURITY               271125
FEE                    0.5000

LOAN                   0000022039788
LAST_NAME              CUMBEE
ADDRESS                264 EAST 47TH STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322080000
  MORT                  $  42,500.00 
  BAL                   $        41,761.51 
  RATE                     8.500 
  PAI                   $         418.51 
  CLTV                  77.272 
MATURITY               121102
FEE                    0.5000

LOAN                   0000022039804
LAST_NAME              WOLONS,III
ADDRESS                RD3 BOX 943 FREEZER ROAD
CITY                   MIDDLETOWN
STATE                  NY
ZIP                    109410000
  MORT                  $115,000.00 
  BAL                   $      115,000.00 
  RATE                     7.950 
  PAI                   $         958.34 
  CLTV                  76.666 
MATURITY               180526
FEE                    0.5000

LOAN                   0000022039838
LAST_NAME              THACKER
ADDRESS                18108 CROOKED LANE
CITY                   LUTZ
STATE                  FL
ZIP                    335490000
  MORT                  $  44,000.00 
  BAL                   $        43,774.13 
  RATE                     7.990 
  PAI                   $         367.76 
  CLTV                  59.459 
MATURITY               180202
FEE                    0.5000

LOAN                   0000022039846
LAST_NAME              PIETROBONO
ADDRESS                1783 59TH CIRCLE SOUTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337120000
  MORT                  $108,000.00 
  BAL                   $      107,799.18 
  RATE                   11.750 
  PAI                   $      1,090.16 
  CLTV                  90.000 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022039861
LAST_NAME              BALSAMO
ADDRESS                2428 BLOSSOM LAKE DR
CITY                   HOLIDAY
STATE                  FL
ZIP                    346910000
  MORT                  $  66,750.00 
  BAL                   $        66,448.89 
  RATE                     8.300 
  PAI                   $         503.82 
  CLTV                  78.529 
MATURITY               271005
FEE                    0.5000

LOAN                   0000022039879
LAST_NAME              DORSEY
ADDRESS                2850 W WILLOW LAKE DR
CITY                   PEORIA
STATE                  IL
ZIP                    616140000
  MORT                  $150,000.00 
  BAL                   $      149,323.33 
  RATE                     8.300 
  PAI                   $      1,132.18 
  CLTV                  80.000 
MATURITY               270922
FEE                    0.5000

LOAN                   0000022039887
LAST_NAME              DUNLAP
ADDRESS                4524 MAHAN DR
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323080000
  MORT                  $112,000.00 
  BAL                   $      111,420.58 
  RATE                     8.300 
  PAI                   $         845.36 
  CLTV                  78.873 
MATURITY               270926
FEE                    0.5000

LOAN                   0000022039895
LAST_NAME              DRIGGERS
ADDRESS                5910 BOB HEAD ROAD
CITY                   PLANT CITY
STATE                  FL
ZIP                    335650000
  MORT                  $  76,800.00 
  BAL                   $        76,582.48 
  RATE                     8.300 
  PAI                   $         579.67 
  CLTV                  80.000 
MATURITY               271226
FEE                    0.5000

LOAN                   0000022039903
LAST_NAME              KEENAN
ADDRESS                6022 WILSHIRE DR
CITY                   TAMPA
STATE                  FL
ZIP                    336150000
  MORT                  $  72,000.00 
  BAL                   $        68,796.12 
  RATE                     8.250 
  PAI                   $         698.50 
  CLTV                  80.000 
MATURITY               120218
FEE                    0.5000

LOAN                   0000022039911
LAST_NAME              MCLAWS
ADDRESS                777 EAST KETTLE PLACE
CITY                   LITTLETON
STATE                  CO
ZIP                    801220000
  MORT                  $136,000.00 
  BAL                   $      135,470.65 
  RATE                     8.250 
  PAI                   $      1,021.72 
  CLTV                  80.000 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022039929
LAST_NAME              LOESCHER
ADDRESS                4710 SW 54TH TERR
CITY                   DAVIE
STATE                  FL
ZIP                    333140000
  MORT                  $  48,000.00 
  BAL                   $        45,864.03 
  RATE                     8.250 
  PAI                   $         465.67 
  CLTV                  53.333 
MATURITY               120212
FEE                    0.5000

LOAN                   0000022039937
LAST_NAME              RUFIANGE
ADDRESS                235 PARSONS RD
CITY                   LONGWOOD
STATE                  FL
ZIP                    327790000
  MORT                  $126,500.00 
  BAL                   $      123,206.37 
  RATE                     8.300 
  PAI                   $      1,230.91 
  CLTV                  58.837 
MATURITY               120820
FEE                    0.5000

LOAN                   0000022039952
LAST_NAME              BOWSHER
ADDRESS                148 W MAGNOLIA ST
CITY                   OVIEDO
STATE                  FL
ZIP                    327650000
  MORT                  $  72,000.00 
  BAL                   $        71,627.38 
  RATE                     8.300 
  PAI                   $         543.44 
  CLTV                  80.000 
MATURITY               270910
FEE                    0.5000

LOAN                   0000022039960
LAST_NAME              CASE
ADDRESS                6018 DIXON DR
CITY                   RALEIGH
STATE                  NC
ZIP                    276090000
  MORT                  $  73,600.00 
  BAL                   $        73,219.27 
  RATE                     8.300 
  PAI                   $         555.52 
  CLTV                  80.000 
MATURITY               270827
FEE                    0.5000

LOAN                   0000022039978
LAST_NAME              LEWIS
ADDRESS                3617 3RD STREET SW
CITY                   LEHIGH ACRE
STATE                  FL
ZIP                    339710000
  MORT                  $  56,000.00 
  BAL                   $        55,747.37 
  RATE                     8.300 
  PAI                   $         422.68 
  CLTV                  80.000 
MATURITY               270822
FEE                    0.5000


                          Page 51
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022039986
LAST_NAME              FRANCIS
ADDRESS                27064 KELLY ROAD
CITY                   ROSEVILLE
STATE                  MI
ZIP                    480660000
  MORT                  $  55,800.00 
  BAL                   $        55,800.00 
  RATE                     9.250 
  PAI                   $         459.06 
  CLTV                  90.000 
MATURITY               280520
FEE                    0.5000

LOAN                   0000022040000
LAST_NAME              THIGPEN JR
ADDRESS                1403 MEWBORN AVENUE
CITY                   KINSTON
STATE                  NC
ZIP                    285010000
  MORT                  $  44,000.00 
  BAL                   $        44,000.00 
  RATE                     7.950 
  PAI                   $         532.68 
  CLTV                  77.192 
MATURITY               80518
FEE                    0.5000

LOAN                   0000022040026
LAST_NAME              DENDY
ADDRESS                4817 70TH PLACE
CITY                   HYATTSVILLE
STATE                  MD
ZIP                    207840000
  MORT                  $117,000.00 
  BAL                   $      116,824.60 
  RATE                     8.990 
  PAI                   $      1,051.93 
  CLTV                  90.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022040067
LAST_NAME              MONTGOMERY
ADDRESS                8240 CAMFIELD CIRCLE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809200000
  MORT                  $124,000.00 
  BAL                   $      123,275.83 
  RATE                     8.300 
  PAI                   $         935.93 
  CLTV                  80.000 
MATURITY               270802
FEE                    0.5000

LOAN                   0000022040075
LAST_NAME              DIXON
ADDRESS                4049 N 67TH STREET
CITY                   MILWAUKEE
STATE                  WI
ZIP                    532160000
  MORT                  $  58,400.00 
  BAL                   $        58,316.71 
  RATE                     9.590 
  PAI                   $         547.81 
  CLTV                  80.000 
MATURITY               180414
FEE                    0.5000

LOAN                   0000022040117
LAST_NAME              ROSS
ADDRESS                417 FLAGLER ROAD SOUTHEAS
CITY                   WINTER HAVE
STATE                  FL
ZIP                    338840000
  MORT                  $149,175.00 
  BAL                   $      149,011.09 
  RATE                     8.990 
  PAI                   $      1,199.22 
  CLTV                  85.000 
MATURITY               280227
FEE                    0.5000

LOAN                   0000022040133
LAST_NAME              ALBRITTON
ADDRESS                15847 82ND LANE N
CITY                   LOXAHATCHEE
STATE                  FL
ZIP                    334700000
  MORT                  $  90,000.00 
  BAL                   $        89,653.19 
  RATE                     8.300 
  PAI                   $         679.31 
  CLTV                  78.260 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022040166
LAST_NAME              SELLERS
ADDRESS                3148 LOBLOLLY ST.
CITY                   DELTONA
STATE                  FL
ZIP                    327250000
  MORT                  $  64,000.00 
  BAL                   $        63,608.60 
  RATE                     8.300 
  PAI                   $         483.06 
  CLTV                  80.000 
MATURITY               270813
FEE                    0.5000

LOAN                   0000022040174
LAST_NAME              BARNES
ADDRESS                83 WARES CROSS ROAD
CITY                   LAGRANGE
STATE                  GA
ZIP                    302400000
  MORT                  $  49,600.00 
  BAL                   $        49,566.64 
  RATE                     7.990 
  PAI                   $         363.61 
  CLTV                  80.000 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022040182
LAST_NAME              SQUIRES
ADDRESS                1065 SW JANETTE AVE
CITY                   PORT ST. LU
STATE                  FL
ZIP                    349530000
  MORT                  $  42,000.00 
  BAL                   $        41,278.55 
  RATE                     8.300 
  PAI                   $         408.68 
  CLTV                  67.741 
MATURITY               121102
FEE                    0.5000

LOAN                   0000022040190
LAST_NAME              DANCA
ADDRESS                1323 ATLAS STREET
CITY                   MURFREESBOR
STATE                  TN
ZIP                    371300000
  MORT                  $  64,106.41 
  BAL                   $        63,357.15 
  RATE                     8.300 
  PAI                   $         548.24 
  CLTV                  77.704 
MATURITY               171022
FEE                    0.5000

LOAN                   0000022040208
LAST_NAME              BALZANO
ADDRESS                1801 SE ENFIELD AVENUE
CITY                   PORT ST. LU
STATE                  FL
ZIP                    349520000
  MORT                  $  79,000.00 
  BAL                   $        78,695.59 
  RATE                     8.300 
  PAI                   $         596.28 
  CLTV                  60.769 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022040257
LAST_NAME              DANIELS
ADDRESS                9222 WILLOW GROVE ROAD
CITY                   ALLONS
STATE                  TN
ZIP                    385410000
  MORT                  $  43,360.00 
  BAL                   $        42,572.55 
  RATE                     8.300 
  PAI                   $         455.24 
  CLTV                  80.000 
MATURITY               101224
FEE                    0.5000

LOAN                   0000022040273
LAST_NAME              EASTER
ADDRESS                252 YOUNG DRIVE
CITY                   OAKDALE
STATE                  TN
ZIP                    378290000
  MORT                  $  60,000.00 
  BAL                   $        59,641.67 
  RATE                     8.500 
  PAI                   $         590.84 
  CLTV                  80.000 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022040281
LAST_NAME              PECK
ADDRESS                1511 HUNTER LANE SOUTH
CITY                   CLEARWATER
STATE                  FL
ZIP                    346250000
  MORT                  $  80,000.00 
  BAL                   $        79,807.37 
  RATE                     9.990 
  PAI                   $         701.47 
  CLTV                  80.000 
MATURITY               271119
FEE                    0.5000

LOAN                   0000022040307
LAST_NAME              WYMER
ADDRESS                103 OLD COLONIAL DRIVE
CITY                   WILLIAMSBUR
STATE                  VA
ZIP                    231880000
  MORT                  $  52,800.00 
  BAL                   $        52,637.45 
  RATE                     8.490 
  PAI                   $         405.61 
  CLTV                  80.000 
MATURITY               271216
FEE                    0.5000

LOAN                   0000022040323
LAST_NAME              MITCHELL
ADDRESS                721 HOLBROOK CIRCLE
CITY                   LAKE MARY
STATE                  FL
ZIP                    327460000
  MORT                  $  96,000.00 
  BAL                   $        95,404.71 
  RATE                     7.990 
  PAI                   $         802.39 
  CLTV                  80.000 
MATURITY               180219
FEE                    0.5000

LOAN                   0000022040349
LAST_NAME              TUOMINEN
ADDRESS                32282 LEE LANE
CITY                   FARMINGTON
STATE                  MI
ZIP                    483360000
  MORT                  $118,000.00 
  BAL                   $      118,000.00 
  RATE                   11.550 
  PAI                   $      1,173.05 
  CLTV                  80.821 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022040356
LAST_NAME              LOPEZ
ADDRESS                2313 W 41ST AVE
CITY                   DENVER
STATE                  CO
ZIP                    802110000
  MORT                  $100,000.00 
  BAL                   $        99,796.94 
  RATE                     7.990 
  PAI                   $         733.07 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022040380
LAST_NAME              DANKO
ADDRESS                4918 EL DORADO DRIVE
CITY                   TAMPA
STATE                  FL
ZIP                    336150000
  MORT                  $  45,000.00 
  BAL                   $        44,606.93 
  RATE                     7.990 
  PAI                   $         429.78 
  CLTV                  72.580 
MATURITY               130211
FEE                    0.5000

LOAN                   0000022040406
LAST_NAME              SHUMATE
ADDRESS                625 ALBERTA AVE
CITY                   AUBURNDALE
STATE                  FL
ZIP                    338230000
  MORT                  $  49,600.00 
  BAL                   $        48,892.47 
  RATE                     8.300 
  PAI                   $         482.63 
  CLTV                  80.000 
MATURITY               121209
FEE                    0.5000

LOAN                   0000022040414
LAST_NAME              RODGERS
ADDRESS                226 LONGWOOD ROAD
CITY                   MADISON HEI
STATE                  VA
ZIP                    245720000
  MORT                  $  68,000.00 
  BAL                   $        67,738.01 
  RATE                     8.300 
  PAI                   $         513.25 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022040422
LAST_NAME              ARMSTRONG
ADDRESS                3509 17TH STREET EAST
CITY                   BRADENTON
STATE                  FL
ZIP                    342080000
  MORT                  $  35,400.00 
  BAL                   $        35,090.76 
  RATE                     7.990 
  PAI                   $         338.10 
  CLTV                  75.319 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022040430
LAST_NAME              O'BRIEN
ADDRESS                322 WEST FERN STREET
CITY                   TAMPA
STATE                  FL
ZIP                    336040000
  MORT                  $  46,000.00 
  BAL                   $        45,875.05 
  RATE                     7.990 
  PAI                   $         337.21 
  CLTV                  67.647 
MATURITY               280127
FEE                    0.5000

LOAN                   0000022040471
LAST_NAME              BLYTHE
ADDRESS                512 SW 80TH BOULEVARD
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326070000
  MORT                  $142,800.00 
  BAL                   $      142,510.05 
  RATE                     7.990 
  PAI                   $      1,046.82 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022040497
LAST_NAME              LINVILLE
ADDRESS                1001 RANCH DRIVE
CITY                   WINSTON SAL
STATE                  NC
ZIP                    271060000
  MORT                  $  67,200.00 
  BAL                   $        66,502.48 
  RATE                     8.990 
  PAI                   $         850.90 
  CLTV                  69.278 
MATURITY               80330
FEE                    0.5000

LOAN                   0000022040513
LAST_NAME              SEIDL
ADDRESS                2300 N 65TH WAY
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330240000
  MORT                  $  75,000.00 
  BAL                   $        74,378.88 
  RATE                     8.300 
  PAI                   $         566.09 
  CLTV                  78.125 
MATURITY               270913
FEE                    0.5000

LOAN                   0000022040547
LAST_NAME              HOGGARD
ADDRESS                6515 BEN BUR ROAD
CITY                   RALEIGH
STATE                  NC
ZIP                    276120000
  MORT                  $137,000.00 
  BAL                   $      135,163.62 
  RATE                     8.300 
  PAI                   $      1,171.63 
  CLTV                  63.425 
MATURITY               170916
FEE                    0.5000

LOAN                   0000022040570
LAST_NAME              POWELL
ADDRESS                404 12TH AVENUE NORTH
CITY                   INDIAN ROCK
STATE                  FL
ZIP                    337850000
  MORT                  $  36,500.00 
  BAL                   $        36,259.60 
  RATE                     8.300 
  PAI                   $         275.50 
  CLTV                  43.975 
MATURITY               120915
FEE                    0.5000

LOAN                   0000022040596
LAST_NAME              WEBSTER
ADDRESS                18601 NW 8TH ROAD
CITY                   MIAMI
STATE                  FL
ZIP                    331690000
  MORT                  $  21,920.00 
  BAL                   $        21,920.00 
  RATE                   10.000 
  PAI                   $         289.68 
  CLTV                  84.995 
MATURITY               80520
FEE                    0.5000

LOAN                   0000022040604
LAST_NAME              DECKER
ADDRESS                2314 KNICKERBOCKER DRIVE
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282120000
  MORT                  $  16,000.00 
  BAL                   $        15,584.94 
  RATE                     9.990 
  PAI                   $         339.87 
  CLTV                  77.217 
MATURITY               30323
FEE                    0.5000

LOAN                   0000022040612
LAST_NAME              LONDONO
ADDRESS                7731 ATLANTA STREET
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330240000
  MORT                  $  60,000.00 
  BAL                   $        60,000.00 
  RATE                     8.650 
  PAI                   $         748.74 
  CLTV                  60.000 
MATURITY               80522
FEE                    0.5000

LOAN                   0000022040620
LAST_NAME              MANUS
ADDRESS                408 PARALLEL DR
CITY                   HARRISBURG
STATE                  NC
ZIP                    280750000
  MORT                  $  84,400.00 
  BAL                   $        83,982.63 
  RATE                     8.300 
  PAI                   $         637.04 
  CLTV                  80.000 
MATURITY               271007
FEE                    0.5000

LOAN                   0000022040646
LAST_NAME              MCMULLEN
ADDRESS                675 KEESEY LANE
CITY                   PERRYVILLE
STATE                  MD
ZIP                    219030000
  MORT                  $115,600.00 
  BAL                   $      115,458.00 
  RATE                     8.450 
  PAI                   $         884.77 
  CLTV                  84.688 
MATURITY               280310
FEE                    0.5000

LOAN                   0000022040653
LAST_NAME              VALDEZ
ADDRESS                2349 SOUTH 11TH STREET
CITY                   MILWAUKEE
STATE                  WI
ZIP                    532150000
  MORT                  $  49,500.00 
  BAL                   $        49,481.52 
  RATE                   10.790 
  PAI                   $         463.57 
  CLTV                  90.000 
MATURITY               130414
FEE                    0.5000

LOAN                   0000022040687
LAST_NAME              STUCKER
ADDRESS                8939 W 3000 S
CITY                   MAGNA
STATE                  UT
ZIP                    840440000
  MORT                  $  58,500.00 
  BAL                   $        58,381.23 
  RATE                     7.990 
  PAI                   $         428.84 
  CLTV                  75.483 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022040703
LAST_NAME              WILCOX
ADDRESS                3364 CROTON TERRACE
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339510000
  MORT                  $  34,400.00 
  BAL                   $        33,909.00 
  RATE                     8.300 
  PAI                   $         334.73 
  CLTV                  80.000 
MATURITY               121222
FEE                    0.5000

LOAN                   0000022040711
LAST_NAME              WOODWARD
ADDRESS                4100 GARDEN STREET
CITY                   TITUSVILE
STATE                  FL
ZIP                    327960000
  MORT                  $  47,000.00 
  BAL                   $        46,783.28 
  RATE                   10.990 
  PAI                   $         647.16 
  CLTV                  82.456 
MATURITY               80410
FEE                    0.5000

LOAN                   0000022040745
LAST_NAME              MAINS
ADDRESS                808 BILL DOT DRIVE
CITY                   APOPKA
STATE                  FL
ZIP                    327030000
  MORT                  $104,000.00 
  BAL                   $      103,248.38 
  RATE                     8.300 
  PAI                   $         784.98 
  CLTV                  79.389 
MATURITY               271020
FEE                    0.5000

LOAN                   0000022040760
LAST_NAME              GOODRICH
ADDRESS                5201 GOLF CLUB PARKWAY
CITY                   ORLANDO
STATE                  FL
ZIP                    328080000
  MORT                  $  81,600.00 
  BAL                   $        81,231.93 
  RATE                     8.300 
  PAI                   $         615.90 
  CLTV                  80.000 
MATURITY               271020
FEE                    0.5000

LOAN                   0000022040828
LAST_NAME              SCHAFENACKER
ADDRESS                3353 SEDONA LANE
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323080000
  MORT                  $  53,600.00 
  BAL                   $        53,309.28 
  RATE                     8.500 
  PAI                   $         412.14 
  CLTV                  80.000 
MATURITY               271027
FEE                    0.5000


                          Page 52
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022040836
LAST_NAME              BALLARD
ADDRESS                1901 CANTON STREET
CITY                   ORLANDO
STATE                  FL
ZIP                    328030000
  MORT                  $  52,500.00 
  BAL                   $        52,332.03 
  RATE                     8.300 
  PAI                   $         396.26 
  CLTV                  51.470 
MATURITY               271227
FEE                    0.5000

LOAN                   0000022040851
LAST_NAME              WEST
ADDRESS                4654 PIEDMONT CT.
CITY                   ORLANDO
STATE                  FL
ZIP                    328110000
  MORT                  $  40,000.00 
  BAL                   $        39,175.91 
  RATE                     8.300 
  PAI                   $         389.22 
  CLTV                  62.500 
MATURITY               121226
FEE                    0.5000

LOAN                   0000022040869
LAST_NAME              CLARK
ADDRESS                302 S. PINE STREET
CITY                   WASHINGTON
STATE                  IL
ZIP                    615710000
  MORT                  $  29,140.00 
  BAL                   $        29,140.00 
  RATE                     8.000 
  PAI                   $         353.55 
  CLTV                  43.492 
MATURITY               80515
FEE                    0.5000

LOAN                   0000022040950
LAST_NAME              BENNETT
ADDRESS                8746 OVERLOOK DRIVE
CITY                   ZEPHYRHILLS
STATE                  FL
ZIP                    335440000
  MORT                  $  83,500.00 
  BAL                   $        83,243.49 
  RATE                     8.500 
  PAI                   $         642.04 
  CLTV                  78.037 
MATURITY               271105
FEE                    0.5000

LOAN                   0000022040968
LAST_NAME              BRASHEAR
ADDRESS                1396 ENTERPRISE-OSTEEN RO
CITY                   ENTERPRISE
STATE                  FL
ZIP                    327250000
  MORT                  $136,000.00 
  BAL                   $      135,497.43 
  RATE                     8.500 
  PAI                   $      1,045.72 
  CLTV                  80.000 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022040984
LAST_NAME              GROSSBIER
ADDRESS                5324 WASHINGTON ROAD
CITY                   DELRAY
STATE                  FL
ZIP                    334890000
  MORT                  $  34,000.00 
  BAL                   $        33,874.20 
  RATE                     8.500 
  PAI                   $         261.43 
  CLTV                  42.500 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022040992
LAST_NAME              COPELAND
ADDRESS                1801 LAKE CREST AVENUE
CITY                   BRANDON
STATE                  FL
ZIP                    335100000
  MORT                  $  68,800.00 
  BAL                   $        68,579.86 
  RATE                     8.300 
  PAI                   $         519.29 
  CLTV                  80.000 
MATURITY               271210
FEE                    0.5000

LOAN                   0000022041008
LAST_NAME              BULUT
ADDRESS                420 E INVERNESS BLVD.
CITY                   INVERNESS
STATE                  FL
ZIP                    344520000
  MORT                  $  46,800.00 
  BAL                   $        46,332.75 
  RATE                     8.300 
  PAI                   $         400.24 
  CLTV                  78.000 
MATURITY               171112
FEE                    0.5000

LOAN                   0000022041024
LAST_NAME              KIRBY
ADDRESS                9417 SE 72ND AVE.
CITY                   OCALA
STATE                  FL
ZIP                    344720000
  MORT                  $194,807.00 
  BAL                   $      194,071.47 
  RATE                     8.400 
  PAI                   $      1,484.11 
  CLTV                  64.935 
MATURITY               271107
FEE                    0.5000

LOAN                   0000022041032
LAST_NAME              MOORE
ADDRESS                2607 POTTSDAMER STREET
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323100000
  MORT                  $  90,000.00 
  BAL                   $        89,708.95 
  RATE                     8.300 
  PAI                   $         679.31 
  CLTV                  78.260 
MATURITY               271210
FEE                    0.5000

LOAN                   0000022041040
LAST_NAME              PRICE
ADDRESS                517 MANCHESTER STREET
CITY                   BOCA RATON
STATE                  FL
ZIP                    334870000
  MORT                  $  80,000.00 
  BAL                   $        79,754.23 
  RATE                     8.500 
  PAI                   $         615.13 
  CLTV                  80.000 
MATURITY               271209
FEE                    0.5000

LOAN                   0000022041057
LAST_NAME              CARLSON
ADDRESS                218 NORTH MIMOSA AVENUE
CITY                   MIDDLEBURG
STATE                  FL
ZIP                    320680000
  MORT                  $  63,200.00 
  BAL                   $        62,569.03 
  RATE                     8.300 
  PAI                   $         540.49 
  CLTV                  79.000 
MATURITY               171107
FEE                    0.5000

LOAN                   0000022041065
LAST_NAME              HICKS
ADDRESS                9980 CANDLESTICK LANE
CITY                   PENSACOLA
STATE                  FL
ZIP                    325140000
  MORT                  $  75,000.00 
  BAL                   $        74,711.00 
  RATE                     8.300 
  PAI                   $         566.09 
  CLTV                  78.947 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022041073
LAST_NAME              CANTONE
ADDRESS                4 NORTH CHRISTIANNA ST
CITY                   APOPKA
STATE                  FL
ZIP                    327030000
  MORT                  $  44,000.00 
  BAL                   $        43,830.41 
  RATE                     8.300 
  PAI                   $         332.11 
  CLTV                  80.000 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022041081
LAST_NAME              RAMOS
ADDRESS                13328 SW 112TH CT
CITY                   MIAMI
STATE                  FL
ZIP                    331760000
  MORT                  $  83,200.00 
  BAL                   $        82,013.14 
  RATE                     8.300 
  PAI                   $         809.58 
  CLTV                  80.000 
MATURITY               121210
FEE                    0.5000

LOAN                   0000022041099
LAST_NAME              HARLTE
ADDRESS                8311 S BRYCE DR
CITY                   SANDY
STATE                  UT
ZIP                    840700000
  MORT                  $  85,840.00 
  BAL                   $        85,565.30 
  RATE                     8.300 
  PAI                   $         647.91 
  CLTV                  71.533 
MATURITY               271210
FEE                    0.5000

LOAN                   0000022041107
LAST_NAME              LOVETT
ADDRESS                7378 MAY APPLE ROAD
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322110000
  MORT                  $  68,000.00 
  BAL                   $        67,579.99 
  RATE                     8.300 
  PAI                   $         513.25 
  CLTV                  80.000 
MATURITY               271215
FEE                    0.5000

LOAN                   0000022041115
LAST_NAME              SALCONE
ADDRESS                894 GREAT BEND RD
CITY                   ALTAMONTE S
STATE                  FL
ZIP                    327140000
  MORT                  $  29,000.00 
  BAL                   $        28,209.77 
  RATE                     8.300 
  PAI                   $         356.46 
  CLTV                  36.250 
MATURITY               71215
FEE                    0.5000

LOAN                   0000022041123
LAST_NAME              KONING
ADDRESS                18095 43RD ROAD N
CITY                   LOXAHATCHEE
STATE                  FL
ZIP                    334700000
  MORT                  $  82,000.00 
  BAL                   $        81,336.73 
  RATE                     8.500 
  PAI                   $         711.62 
  CLTV                  73.873 
MATURITY               171215
FEE                    0.5000

LOAN                   0000022041131
LAST_NAME              JONES
ADDRESS                3506 STEWART WAY
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323030000
  MORT                  $  41,000.00 
  BAL                   $        40,389.45 
  RATE                     8.500 
  PAI                   $         403.74 
  CLTV                  77.358 
MATURITY               121213
FEE                    0.5000

LOAN                   0000022041149
LAST_NAME              KIRKLAND
ADDRESS                615 37TH AVENUE NORTH
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337040000
  MORT                  $  80,000.00 
  BAL                   $        79,352.93 
  RATE                     8.500 
  PAI                   $         694.26 
  CLTV                  84.210 
MATURITY               171215
FEE                    0.5000

LOAN                   0000022041156
LAST_NAME              KIMMONS
ADDRESS                6900 JAVID ST
CITY                   MILTON
STATE                  FL
ZIP                    325830000
  MORT                  $  36,000.00 
  BAL                   $        35,486.44 
  RATE                     8.300 
  PAI                   $         350.30 
  CLTV                  77.419 
MATURITY               121213
FEE                    0.5000

LOAN                   0000022041164
LAST_NAME              GIBBS
ADDRESS                844 SCHUMANN DR
CITY                   SEBASTIAN
STATE                  FL
ZIP                    329580000
  MORT                  $  60,000.00 
  BAL                   $        59,729.34 
  RATE                     8.300 
  PAI                   $         452.87 
  CLTV                  60.000 
MATURITY               271010
FEE                    0.5000

LOAN                   0000022041172
LAST_NAME              TENNANT
ADDRESS                4512 W PRICE AVENUE
CITY                   TAMPA
STATE                  FL
ZIP                    336110000
  MORT                  $  25,650.00 
  BAL                   $        25,284.07 
  RATE                     8.300 
  PAI                   $         249.59 
  CLTV                  47.500 
MATURITY               121215
FEE                    0.5000

LOAN                   0000022041198
LAST_NAME              WINTERS
ADDRESS                1439 RITCHIE RD
CITY                   STOW
STATE                  OH
ZIP                    442240000
  MORT                  $108,000.00 
  BAL                   $      107,871.88 
  RATE                     8.620 
  PAI                   $         839.63 
  CLTV                  80.000 
MATURITY               280220
FEE                    0.5000

LOAN                   0000022041206
LAST_NAME              ABSHIER
ADDRESS                1537 NORTH OAKLAND AVENUE
CITY                   FAYETTEVILL
STATE                  AR
ZIP                    727030000
  MORT                  $  47,200.00 
  BAL                   $        47,200.00 
  RATE                     7.950 
  PAI                   $         571.43 
  CLTV                  80.000 
MATURITY               80519
FEE                    0.5000

LOAN                   0000022041214
LAST_NAME              TYNES
ADDRESS                2045 FREMONT AVENUE N.E.
CITY                   WARREN
STATE                  OH
ZIP                    444830000
  MORT                  $  52,000.00 
  BAL                   $        52,000.00 
  RATE                     8.450 
  PAI                   $         398.00 
  CLTV                  74.285 
MATURITY               130518
FEE                    0.5000

LOAN                   0000022041222
LAST_NAME              SWANSON
ADDRESS                8368 95TH TERRACE
CITY                   LARGO
STATE                  FL
ZIP                    337770000
  MORT                  $  42,400.00 
  BAL                   $        42,236.63 
  RATE                     8.300 
  PAI                   $         320.03 
  CLTV                  80.000 
MATURITY               271113
FEE                    0.5000

LOAN                   0000022041230
LAST_NAME              ROSS
ADDRESS                4524 OLD WILLIAM PENN HWY
CITY                   MONROEVILLE
STATE                  PA
ZIP                    151460000
  MORT                  $  97,500.00 
  BAL                   $        97,500.00 
  RATE                     7.950 
  PAI                   $         928.95 
  CLTV                  75.000 
MATURITY               130513
FEE                    0.5000

LOAN                   0000022041248
LAST_NAME              JURADO
ADDRESS                3698 PONTIAC STREET
CITY                   DENVER
STATE                  CO
ZIP                    802070000
  MORT                  $  90,800.00 
  BAL                   $        90,521.06 
  RATE                     8.500 
  PAI                   $         698.17 
  CLTV                  80.000 
MATURITY               271217
FEE                    0.5000

LOAN                   0000022041289
LAST_NAME              ENGELENBERG
ADDRESS                1037 55TH AVENUE NORTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337030000
  MORT                  $  55,200.00 
  BAL                   $        55,023.38 
  RATE                     8.300 
  PAI                   $         416.64 
  CLTV                  78.857 
MATURITY               271209
FEE                    0.5000

LOAN                   0000022041321
LAST_NAME              GAMMILL
ADDRESS                23605 SCOTT ROAD
CITY                   CALHAN
STATE                  CO
ZIP                    808080000
  MORT                  $  65,500.00 
  BAL                   $        65,247.65 
  RATE                     8.300 
  PAI                   $         494.38 
  CLTV                  68.947 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022041339
LAST_NAME              PRATO
ADDRESS                2758 BIARRITZ COURT
CITY                   PONTE VERDE
STATE                  FL
ZIP                    320820000
  MORT                  $124,000.00 
  BAL                   $      123,655.52 
  RATE                     8.990 
  PAI                   $         996.84 
  CLTV                  80.000 
MATURITY               271219
FEE                    0.5000

LOAN                   0000022041388
LAST_NAME              PARNELL-SMIT
ADDRESS                2502 CLARKSON STREET
CITY                   DENVER
STATE                  CO
ZIP                    802050000
  MORT                  $  79,000.00 
  BAL                   $        78,763.37 
  RATE                     8.800 
  PAI                   $         624.32 
  CLTV                  63.200 
MATURITY               271113
FEE                    0.5000

LOAN                   0000022041420
LAST_NAME              PITTS
ADDRESS                1034 DETROIT STREET
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322540000
  MORT                  $  17,000.00 
  BAL                   $        15,942.72 
  RATE                     8.300 
  PAI                   $         165.42 
  CLTV                  34.000 
MATURITY               121021
FEE                    0.5000

LOAN                   0000022041438
LAST_NAME              HILBORNE
ADDRESS                5760 NIAGARA STREET
CITY                   COMMERCE CI
STATE                  CO
ZIP                    800220000
  MORT                  $  75,200.00 
  BAL                   $        74,968.98 
  RATE                     8.500 
  PAI                   $         578.22 
  CLTV                  80.000 
MATURITY               271215
FEE                    0.5000

LOAN                   0000022041446
LAST_NAME              VOGELSANG
ADDRESS                1733 WYANDOTTE TRAIL
CITY                   CASSELBERRY
STATE                  FL
ZIP                    327070000
  MORT                  $  78,000.00 
  BAL                   $        77,857.24 
  RATE                     8.500 
  PAI                   $         599.75 
  CLTV                  80.000 
MATURITY               280213
FEE                    0.5000

LOAN                   0000022041479
LAST_NAME              BATTAGLIA
ADDRESS                1818 CROSSWELL COURT
CITY                   ORLANDO
STATE                  FL
ZIP                    328370000
  MORT                  $  96,700.00 
  BAL                   $        96,569.53 
  RATE                     7.990 
  PAI                   $         708.88 
  CLTV                  71.102 
MATURITY               280221
FEE                    0.5000

LOAN                   0000022041495
LAST_NAME              SEXTON
ADDRESS                3914 TYSON STREET
CITY                   TAMPA
STATE                  FL
ZIP                    336110000
  MORT                  $  52,600.00 
  BAL                   $        52,397.31 
  RATE                     8.300 
  PAI                   $         397.02 
  CLTV                  78.507 
MATURITY               271112
FEE                    0.5000

LOAN                   0000022041503
LAST_NAME              DALBOW
ADDRESS                405 S BLUFORD AVENUE
CITY                   OCOEE
STATE                  FL
ZIP                    347610000
  MORT                  $  94,350.00 
  BAL                   $        94,246.33 
  RATE                     8.990 
  PAI                   $         758.48 
  CLTV                  85.000 
MATURITY               280302
FEE                    0.5000

LOAN                   0000022041529
LAST_NAME              SMALL
ADDRESS                1720 BRANDON TRACE AVE
CITY                   BRANDON
STATE                  FL
ZIP                    335100000
  MORT                  $  71,400.00 
  BAL                   $        71,281.87 
  RATE                     8.990 
  PAI                   $         573.99 
  CLTV                  85.000 
MATURITY               280302
FEE                    0.5000


                          Page 53
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022041545
LAST_NAME              KEY
ADDRESS                8175 SW 24TH STREET
CITY                   DAVIE
STATE                  FL
ZIP                    333240000
  MORT                  $  48,000.00 
  BAL                   $        47,861.45 
  RATE                     7.990 
  PAI                   $         351.87 
  CLTV                  77.419 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022041552
LAST_NAME              CLEGG
ADDRESS                101 HATFIELD COURT
CITY                   LONGWOOD
STATE                  FL
ZIP                    327790000
  MORT                  $  60,000.00 
  BAL                   $        59,900.74 
  RATE                     8.990 
  PAI                   $         482.34 
  CLTV                  63.829 
MATURITY               280227
FEE                    0.5000

LOAN                   0000022041602
LAST_NAME              GABERLE
ADDRESS                129 65TH STREET NORTH
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337100000
  MORT                  $  57,500.00 
  BAL                   $        56,183.14 
  RATE                     8.300 
  PAI                   $         434.00 
  CLTV                  54.761 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022041636
LAST_NAME              CASTEEL
ADDRESS                10808 SE 56TH COURT
CITY                   BELLEVIEW
STATE                  FL
ZIP                    344200000
  MORT                  $  47,000.00 
  BAL                   $        45,978.92 
  RATE                     8.300 
  PAI                   $         577.72 
  CLTV                  78.333 
MATURITY               71222
FEE                    0.5000

LOAN                   0000022041677
LAST_NAME              CRUMBLEY
ADDRESS                19880 FRANJO ROAD
CITY                   MIAMI
STATE                  FL
ZIP                    331570000
  MORT                  $102,400.00 
  BAL                   $      102,072.34 
  RATE                     8.300 
  PAI                   $         772.90 
  CLTV                  80.000 
MATURITY               271217
FEE                    0.5000

LOAN                   0000022041685
LAST_NAME              PRESTON
ADDRESS                6111 BALSAM DRIVE
CITY                   FORT PIERCE
STATE                  FL
ZIP                    349820000
  MORT                  $  30,000.00 
  BAL                   $        29,907.85 
  RATE                     8.500 
  PAI                   $         230.67 
  CLTV                  36.585 
MATURITY               271227
FEE                    0.5000

LOAN                   0000022041701
LAST_NAME              QUIRK
ADDRESS                813 LIVE OAK STREET
CITY                   NEW SMYRNA
STATE                  FL
ZIP                    321680000
  MORT                  $  69,700.00 
  BAL                   $        68,930.22 
  RATE                     9.240 
  PAI                   $         637.91 
  CLTV                  85.000 
MATURITY               171219
FEE                    0.5000

LOAN                   0000022041735
LAST_NAME              O'CARROLL
ADDRESS                1413 E STANLEY DRIVE
CITY                   SANDY
STATE                  UT
ZIP                    840930000
  MORT                  $140,250.00 
  BAL                   $      140,087.61 
  RATE                     8.750 
  PAI                   $      1,103.35 
  CLTV                  85.000 
MATURITY               280213
FEE                    0.5000

LOAN                   0000022041750
LAST_NAME              MITCHELL
ADDRESS                8824 SW 10 STREET
CITY                   BOCA RATON
STATE                  FL
ZIP                    334330000
  MORT                  $108,000.00 
  BAL                   $      107,512.79 
  RATE                     8.300 
  PAI                   $         815.17 
  CLTV                  80.000 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022041768
LAST_NAME              DAVIS
ADDRESS                15615 BERTRAM DRIVE
CITY                   HUDSON
STATE                  FL
ZIP                    346670000
  MORT                  $  30,000.00 
  BAL                   $        29,697.24 
  RATE                     7.990 
  PAI                   $         286.52 
  CLTV                  18.181 
MATURITY               130209
FEE                    0.5000

LOAN                   0000022041784
LAST_NAME              NOVAKOSKI
ADDRESS                138 KING'S POND AVENUE
CITY                   WINTER HAVE
STATE                  FL
ZIP                    338800000
  MORT                  $  56,400.00 
  BAL                   $        56,331.42 
  RATE                     8.500 
  PAI                   $         433.67 
  CLTV                  80.000 
MATURITY               280213
FEE                    0.5000

LOAN                   0000022041826
LAST_NAME              SWIGER
ADDRESS                1022 SW 78TH TERR
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326070000
  MORT                  $  68,000.00 
  BAL                   $        67,869.02 
  RATE                     8.250 
  PAI                   $         510.86 
  CLTV                  80.000 
MATURITY               280203
FEE                    0.5000

LOAN                   0000022041834
LAST_NAME              GARCIA
ADDRESS                950 WOLFF STREET
CITY                   DENVER
STATE                  CO
ZIP                    802040000
  MORT                  $  50,000.00 
  BAL                   $        49,913.06 
  RATE                     8.750 
  PAI                   $         393.35 
  CLTV                  50.000 
MATURITY               280216
FEE                    0.5000

LOAN                   0000022041883
LAST_NAME              RAWLS
ADDRESS                11544 HARLAN DRIVE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322180000
  MORT                  $  54,400.00 
  BAL                   $        54,225.95 
  RATE                     8.300 
  PAI                   $         410.60 
  CLTV                  75.555 
MATURITY               271224
FEE                    0.5000

LOAN                   0000022041891
LAST_NAME              GRIFFIN
ADDRESS                4050 COTTAGE WOOD TRAIL
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323110000
  MORT                  $  37,600.00 
  BAL                   $        37,271.55 
  RATE                     7.990 
  PAI                   $         359.11 
  CLTV                  50.133 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022041917
LAST_NAME              LEWIS
ADDRESS                6511 N RANDWICK RD
CITY                   PEORIA
STATE                  IL
ZIP                    616150000
  MORT                  $  42,000.00 
  BAL                   $        41,482.40 
  RATE                     7.990 
  PAI                   $         351.04 
  CLTV                  64.615 
MATURITY               180202
FEE                    0.5000

LOAN                   0000022041933
LAST_NAME              DIGGS
ADDRESS                1906 E OHIO STREET
CITY                   PLANT CITY
STATE                  FL
ZIP                    335660000
  MORT                  $  36,500.00 
  BAL                   $        36,181.18 
  RATE                     7.990 
  PAI                   $         348.60 
  CLTV                  68.867 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022041941
LAST_NAME              ADAMS
ADDRESS                42 GIBBS AVE
CITY                   SOMERS POIN
STATE                  NJ
ZIP                    082440000
  MORT                  $  69,700.00 
  BAL                   $        69,700.00 
  RATE                   10.950 
  PAI                   $         661.14 
  CLTV                  85.000 
MATURITY               280504
FEE                    0.5000

LOAN                   0000022041966
LAST_NAME              KNOTTS
ADDRESS                4133 SETON CIRCLE
CITY                   PALM HARBOR
STATE                  FL
ZIP                    346830000
  MORT                  $116,000.00 
  BAL                   $      115,667.05 
  RATE                     8.620 
  PAI                   $         943.46 
  CLTV                  80.000 
MATURITY               230213
FEE                    0.5000

LOAN                   0000022042006
LAST_NAME              VIOLA
ADDRESS                3068 ALDORO AVENUE
CITY                   SPRING HILL
STATE                  FL
ZIP                    346090000
  MORT                  $  60,000.00 
  BAL                   $        59,878.17 
  RATE                     7.990 
  PAI                   $         439.84 
  CLTV                  80.000 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022042048
LAST_NAME              BORQUEZ
ADDRESS                5020 PORTRAIT PL
CITY                   COLORADO SP
STATE                  CO
ZIP                    809170000
  MORT                  $106,400.00 
  BAL                   $      105,692.34 
  RATE                     8.250 
  PAI                   $         906.60 
  CLTV                  80.000 
MATURITY               180116
FEE                    0.5000

LOAN                   0000022042055
LAST_NAME              POLANCO
ADDRESS                2120 GOLDEN GATE BLVD
CITY                   NAPLES
STATE                  FL
ZIP                    341200000
  MORT                  $  95,000.00 
  BAL                   $        94,705.29 
  RATE                     8.750 
  PAI                   $         839.53 
  CLTV                  76.000 
MATURITY               180227
FEE                    0.5000

LOAN                   0000022042063
LAST_NAME              MCQUEEN
ADDRESS                2931 NE 11TH TERRACE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326090000
  MORT                  $  48,200.00 
  BAL                   $        47,512.42 
  RATE                     8.300 
  PAI                   $         469.01 
  CLTV                  75.905 
MATURITY               130102
FEE                    0.5000

LOAN                   0000022042071
LAST_NAME              PERKINS
ADDRESS                721 HERITAGE BLVD
CITY                   WINTER PARK
STATE                  FL
ZIP                    327890000
  MORT                  $  53,000.00 
  BAL                   $        52,809.72 
  RATE                     8.300 
  PAI                   $         400.04 
  CLTV                  50.961 
MATURITY               271224
FEE                    0.5000

LOAN                   0000022042097
LAST_NAME              SNELL
ADDRESS                2905 OAKWOOD DR
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323040000
  MORT                  $  44,000.00 
  BAL                   $        43,887.73 
  RATE                     8.300 
  PAI                   $         332.11 
  CLTV                  80.000 
MATURITY               271220
FEE                    0.5000

LOAN                   0000022042105
LAST_NAME              FULTON
ADDRESS                18345 92ND LN
CITY                   LOXAHATCHEE
STATE                  FL
ZIP                    334700000
  MORT                  $120,000.00 
  BAL                   $      119,768.85 
  RATE                     8.250 
  PAI                   $         901.52 
  CLTV                  79.470 
MATURITY               280202
FEE                    0.5000

LOAN                   0000022042113
LAST_NAME              VACCIANNA
ADDRESS                3717 N INDIAN HEAD RD
CITY                   HERNANDO
STATE                  FL
ZIP                    344420000
  MORT                  $130,000.00 
  BAL                   $      128,521.54 
  RATE                     8.300 
  PAI                   $      1,264.97 
  CLTV                  74.285 
MATURITY               130102
FEE                    0.5000

LOAN                   0000022042121
LAST_NAME              BEHLING
ADDRESS                9409 VIA PALMA CIA
CITY                   APOPKA
STATE                  FL
ZIP                    327030000
  MORT                  $  68,000.00 
  BAL                   $        67,918.16 
  RATE                     8.490 
  PAI                   $         522.38 
  CLTV                  80.000 
MATURITY               280315
FEE                    0.5000

LOAN                   0000022042139
LAST_NAME              FLORES
ADDRESS                3755 E 123RD AVE
CITY                   THORNTON
STATE                  CO
ZIP                    802410000
  MORT                  $  88,000.00 
  BAL                   $        87,782.27 
  RATE                     8.450 
  PAI                   $         673.53 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022042147
LAST_NAME              SMITH
ADDRESS                3226 KATHLEEN DRIVE
CITY                   ORLANDO
STATE                  FL
ZIP                    328100000
  MORT                  $  64,000.00 
  BAL                   $        63,870.06 
  RATE                     7.990 
  PAI                   $         469.16 
  CLTV                  77.108 
MATURITY               280223
FEE                    0.5000

LOAN                   0000022042154
LAST_NAME              LOCKE
ADDRESS                5943 E WAVERLY POINT
CITY                   INVERNESS
STATE                  FL
ZIP                    344520000
  MORT                  $  50,000.00 
  BAL                   $        49,280.65 
  RATE                     8.300 
  PAI                   $         486.53 
  CLTV                  72.463 
MATURITY               130115
FEE                    0.5000

LOAN                   0000022042162
LAST_NAME              SANCHEZ
ADDRESS                2936 ADAMS AVENUE
CITY                   OGDEN
STATE                  UT
ZIP                    844030000
  MORT                  $  58,500.00 
  BAL                   $        58,395.53 
  RATE                     8.620 
  PAI                   $         454.80 
  CLTV                  66.477 
MATURITY               280228
FEE                    0.5000

LOAN                   0000022042170
LAST_NAME              MUSGRAVE
ADDRESS                9211 STAR TRAIL
CITY                   NEW PORT RI
STATE                  FL
ZIP                    346540000
  MORT                  $147,000.00 
  BAL                   $      146,529.64 
  RATE                     8.300 
  PAI                   $      1,109.53 
  CLTV                  73.500 
MATURITY               271217
FEE                    0.5000

LOAN                   0000022042238
LAST_NAME              BOYCE
ADDRESS                6073 ROME SOUTH ROAD
CITY                   SHILOH
STATE                  OH
ZIP                    448780000
  MORT                  $  60,000.00 
  BAL                   $        60,000.00 
  RATE                     8.000 
  PAI                   $         440.26 
  CLTV                  67.796 
MATURITY               130526
FEE                    0.5000

LOAN                   0000022042246
LAST_NAME              KERR
ADDRESS                 146-148 ADAMS ST.
CITY                   HRTFORD
STATE                  CT
ZIP                    061120000
  MORT                  $  89,800.00 
  BAL                   $        89,678.84 
  RATE                     7.990 
  PAI                   $         658.30 
  CLTV                  72.419 
MATURITY               280327
FEE                    0.5000

LOAN                   0000022042261
LAST_NAME              PEACO
ADDRESS                24535 MAPLE RIDGE ROAD
CITY                   NORTH OLMST
STATE                  OH
ZIP                    440700000
  MORT                  $  90,000.00 
  BAL                   $        89,962.25 
  RATE                   10.250 
  PAI                   $         806.50 
  CLTV                  90.000 
MATURITY               130424
FEE                    0.5000

LOAN                   0000022042295
LAST_NAME              JAMES
ADDRESS                1606 HOLY COW ROAD
CITY                   POLK CITY
STATE                  FL
ZIP                    338680000
  MORT                  $108,800.00 
  BAL                   $      108,545.79 
  RATE                   10.950 
  PAI                   $      1,119.33 
  CLTV                  85.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022042303
LAST_NAME              KELLY
ADDRESS                25 LIBERTY STREET
CITY                   NEW BRITAIN
STATE                  CT
ZIP                    060520000
  MORT                  $  53,000.00 
  BAL                   $        52,850.20 
  RATE                     8.250 
  PAI                   $         514.18 
  CLTV                  57.297 
MATURITY               130402
FEE                    0.5000

LOAN                   0000022042311
LAST_NAME              HUMPHRIES
ADDRESS                6141 TALLENTS ROAD
CITY                   MCDONALD
STATE                  TN
ZIP                    373530000
  MORT                  $  58,775.00 
  BAL                   $        58,613.98 
  RATE                     8.600 
  PAI                   $         582.24 
  CLTV                  71.676 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022042360
LAST_NAME              HIRSCHMAN
ADDRESS                805 SUGARCANE AVE
CITY                   ST. AUGUSTI
STATE                  FL
ZIP                    320950000
  MORT                  $  85,400.00 
  BAL                   $        85,354.31 
  RATE                     9.100 
  PAI                   $         693.31 
  CLTV                  77.636 
MATURITY               280406
FEE                    0.5000

LOAN                   0000022042378
LAST_NAME              NICHOLSON
ADDRESS                232 HEWITT STREET
CITY                   BRIDGEPORT
STATE                  CT
ZIP                    066070000
  MORT                  $  66,400.00 
  BAL                   $        66,366.30 
  RATE                     9.350 
  PAI                   $         551.07 
  CLTV                  80.000 
MATURITY               280413
FEE                    0.5000


                          Page 54
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022042386
LAST_NAME              VAUGHAN
ADDRESS                5104 EAGLE BLVD
CITY                   LAND O LAKE
STATE                  FL
ZIP                    346390000
  MORT                  $116,000.00 
  BAL                   $      115,700.46 
  RATE                     8.240 
  PAI                   $         870.65 
  CLTV                  77.333 
MATURITY               280122
FEE                    0.5000

LOAN                   0000022042410
LAST_NAME              ATKINS
ADDRESS                4925 IRVING DRIVE
CITY                   COLORADO SP
STATE                  CO
ZIP                    809160000
  MORT                  $104,800.00 
  BAL                   $      103,931.11 
  RATE                     8.300 
  PAI                   $         896.26 
  CLTV                  80.000 
MATURITY               180102
FEE                    0.5000

LOAN                   0000022042436
LAST_NAME              PURCELL
ADDRESS                59 SPRING HILL AVE.
CITY                   NORWALK
STATE                  CT
ZIP                    068500000
  MORT                  $104,000.00 
  BAL                   $      103,937.00 
  RATE                     8.500 
  PAI                   $         799.67 
  CLTV                  59.090 
MATURITY               280420
FEE                    0.5000

LOAN                   0000022042444
LAST_NAME              DOHERTY
ADDRESS                139 WESLEY AVENUE
CITY                   BUFFALO
STATE                  NY
ZIP                    142140000
  MORT                  $  72,100.00 
  BAL                   $        71,909.29 
  RATE                     8.990 
  PAI                   $         730.86 
  CLTV                  77.526 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022042451
LAST_NAME              NURO
ADDRESS                119 NEW HACKENSACK ROAD
CITY                   WAPPINGERS
STATE                  NY
ZIP                    125900000
  MORT                  $  94,500.00 
  BAL                   $        94,500.00 
  RATE                     9.700 
  PAI                   $         808.44 
  CLTV                  75.298 
MATURITY               280503
FEE                    0.5000

LOAN                   0000022042477
LAST_NAME              MAC ADAMS
ADDRESS                15 HAWTHORNE TERRACE
CITY                   NORTH READI
STATE                  MA
ZIP                    018640000
  MORT                  $116,000.00 
  BAL                   $      116,000.00 
  RATE                     7.850 
  PAI                   $         839.07 
  CLTV                  80.000 
MATURITY               280506
FEE                    0.5000

LOAN                   0000022042485
LAST_NAME              STEWART
ADDRESS                3933 COURTLAND DR
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282120000
  MORT                  $  72,000.00 
  BAL                   $        71,867.94 
  RATE                     8.490 
  PAI                   $         553.11 
  CLTV                  80.000 
MATURITY               280227
FEE                    0.5000

LOAN                   0000022042493
LAST_NAME              MILLER
ADDRESS                37545 MUNGER STREET
CITY                   LIVONIA
STATE                  MI
ZIP                    481540000
  MORT                  $109,500.00 
  BAL                   $      109,500.00 
  RATE                     7.850 
  PAI                   $         905.71 
  CLTV                  59.189 
MATURITY               180518
FEE                    0.5000

LOAN                   0000022042527
LAST_NAME              SANDERS
ADDRESS                184 GREENTREE CIRCLE
CITY                   JUPITER
STATE                  FL
ZIP                    334580000
  MORT                  $  91,200.00 
  BAL                   $        90,944.51 
  RATE                     8.350 
  PAI                   $         890.09 
  CLTV                  80.000 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022042543
LAST_NAME              TRIVETTE
ADDRESS                338 GREEN MEADOWS DRIVE
CITY                   WILMINGTON
STATE                  NC
ZIP                    284050000
  MORT                  $  81,000.00 
  BAL                   $        80,879.27 
  RATE                     9.490 
  PAI                   $         680.50 
  CLTV                  85.714 
MATURITY               280228
FEE                    0.5000

LOAN                   0000022042576
LAST_NAME              PONDS
ADDRESS                1911 WOFFORD AVENUE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322180000
  MORT                  $  45,900.00 
  BAL                   $        45,719.88 
  RATE                   10.350 
  PAI                   $         453.65 
  CLTV                  80.526 
MATURITY               180326
FEE                    0.5000

LOAN                   0000022042584
LAST_NAME              HAMRICK
ADDRESS                14158 TOMAS POINT LAKE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322250000
  MORT                  $106,000.00 
  BAL                   $      104,941.73 
  RATE                     8.300 
  PAI                   $         906.52 
  CLTV                  75.714 
MATURITY               171126
FEE                    0.5000

LOAN                   0000022042600
LAST_NAME              GLADSON
ADDRESS                762 9TH STREET S.E.
CITY                   CLEVELAND
STATE                  TN
ZIP                    373110000
  MORT                  $  39,600.00 
  BAL                   $        39,576.49 
  RATE                     8.600 
  PAI                   $         307.31 
  CLTV                  80.000 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022042618
LAST_NAME              LAM
ADDRESS                2880 MEADOW VIEW AVENUE
CITY                   LARGO
STATE                  FL
ZIP                    337710000
  MORT                  $  60,000.00 
  BAL                   $        59,158.97 
  RATE                     8.500 
  PAI                   $         590.84 
  CLTV                  70.588 
MATURITY               121216
FEE                    0.5000

LOAN                   0000022042634
LAST_NAME              DONAHUE
ADDRESS                8209 MEDFORD DR
CITY                   PORT RICHIE
STATE                  FL
ZIP                    346680000
  MORT                  $  64,000.00 
  BAL                   $        63,681.46 
  RATE                     8.240 
  PAI                   $         544.92 
  CLTV                  80.000 
MATURITY               180218
FEE                    0.5000

LOAN                   0000022042642
LAST_NAME              PHELAN
ADDRESS                5275 SHERRY LANE
CITY                   FAIRFIELD
STATE                  OH
ZIP                    450140000
  MORT                  $  97,600.00 
  BAL                   $        97,484.21 
  RATE                     8.620 
  PAI                   $         758.78 
  CLTV                  80.000 
MATURITY               280302
FEE                    0.5000

LOAN                   0000022042659
LAST_NAME              WRIGHT
ADDRESS                23 BURNSVILLE RIDGE ROAD
CITY                   WEST FINLEY
STATE                  PA
ZIP                    153770000
  MORT                  $  28,000.00 
  BAL                   $        27,862.26 
  RATE                     9.900 
  PAI                   $         299.18 
  CLTV                  66.666 
MATURITY               130326
FEE                    0.5000

LOAN                   0000022042667
LAST_NAME              WESLEY
ADDRESS                1937 SW 5 STREET
CITY                   OCALA
STATE                  FL
ZIP                    344740000
  MORT                  $  32,000.00 
  BAL                   $        31,897.60 
  RATE                     8.300 
  PAI                   $         241.53 
  CLTV                  80.000 
MATURITY               280103
FEE                    0.5000

LOAN                   0000022042675
LAST_NAME              STARNES
ADDRESS                809 HANDEL LANE
CITY                   APEX
STATE                  NC
ZIP                    275020000
  MORT                  $112,800.00 
  BAL                   $      112,605.89 
  RATE                     8.800 
  PAI                   $         891.43 
  CLTV                  80.000 
MATURITY               280209
FEE                    0.5000

LOAN                   0000022042683
LAST_NAME              GROGAN
ADDRESS                643 20TH STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112180000
  MORT                  $112,300.00 
  BAL                   $      112,131.64 
  RATE                     8.990 
  PAI                   $      1,009.67 
  CLTV                  53.476 
MATURITY               180409
FEE                    0.5000

LOAN                   0000022042691
LAST_NAME              AUBERT
ADDRESS                817 WINDINGWAY DRIVE
CITY                   BATON ROUGE
STATE                  LA
ZIP                    708100000
  MORT                  $  50,250.00 
  BAL                   $        50,109.23 
  RATE                     8.350 
  PAI                   $         490.43 
  CLTV                  75.000 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022042709
LAST_NAME              WALKER
ADDRESS                3556 28TH AVENUE SOUTH
CITY                   ST. PETERSB
STATE                  FL
ZIP                    337110000
  MORT                  $  52,000.00 
  BAL                   $        51,694.44 
  RATE                     7.850 
  PAI                   $         492.45 
  CLTV                  77.611 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022042717
LAST_NAME              RAEL
ADDRESS                1519 S SALIDA WAY
CITY                   AURORA
STATE                  CO
ZIP                    800170000
  MORT                  $  94,400.00 
  BAL                   $        94,288.02 
  RATE                     8.620 
  PAI                   $         733.90 
  CLTV                  80.000 
MATURITY               280225
FEE                    0.5000

LOAN                   0000022042725
LAST_NAME              WILLIAMS
ADDRESS                4026 29TH AVENUE NORTH
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337130000
  MORT                  $  65,875.00 
  BAL                   $        65,743.57 
  RATE                     9.490 
  PAI                   $         553.43 
  CLTV                  85.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022042733
LAST_NAME              SLOAN
ADDRESS                2527 MONTEREY STREET
CITY                   SARASOTA
STATE                  FL
ZIP                    342310000
  MORT                  $180,800.00 
  BAL                   $      180,681.12 
  RATE                     8.100 
  PAI                   $      1,339.28 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022042741
LAST_NAME              BROOKS
ADDRESS                1150 KENWOOD AVENUE
CITY                   CAMDEN
STATE                  NJ
ZIP                    081030000
  MORT                  $  32,000.00 
  BAL                   $        32,000.00 
  RATE                     9.990 
  PAI                   $         422.71 
  CLTV                  80.000 
MATURITY               80406
FEE                    0.5000

LOAN                   0000022042766
LAST_NAME              GUEST
ADDRESS                288 BALD EAGLE RUN
CITY                   LAKE MARY
STATE                  FL
ZIP                    327460000
  MORT                  $215,200.00 
  BAL                   $      214,538.86 
  RATE                     8.500 
  PAI                   $      1,654.70 
  CLTV                  79.703 
MATURITY               271224
FEE                    0.5000

LOAN                   0000022042774
LAST_NAME              JAWORSKI
ADDRESS                99 HIRSCHBECK STREET
CITY                   BUFFALO
STATE                  NY
ZIP                    142120000
  MORT                  $  19,200.00 
  BAL                   $        19,177.79 
  RATE                   10.990 
  PAI                   $         198.05 
  CLTV                  80.000 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022042782
LAST_NAME              LOPEZ
ADDRESS                3023 CHEYENNE AVE
CITY                   PUEBLO
STATE                  CO
ZIP                    810080000
  MORT                  $  60,000.00 
  BAL                   $        59,663.27 
  RATE                     8.370 
  PAI                   $         586.28 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022042816
LAST_NAME              PRICE
ADDRESS                34817 ORCHID PKWY
CITY                   RIDGE MANOR
STATE                  FL
ZIP                    335230000
  MORT                  $  54,400.00 
  BAL                   $        54,274.72 
  RATE                     8.240 
  PAI                   $         408.31 
  CLTV                  80.000 
MATURITY               280219
FEE                    0.5000

LOAN                   0000022042824
LAST_NAME              MORLEY
ADDRESS                99 CALHOUN AVENUE
CITY                   ROCHESTER
STATE                  NY
ZIP                    146060000
  MORT                  $  52,500.00 
  BAL                   $        52,471.26 
  RATE                     8.990 
  PAI                   $         422.05 
  CLTV                  75.000 
MATURITY               280409
FEE                    0.5000

LOAN                   0000022042832
LAST_NAME              STURIALE
ADDRESS                2045 POWELL ROAD
CITY                   ST. AUGUSTI
STATE                  FL
ZIP                    320950000
  MORT                  $  76,400.00 
  BAL                   $        76,212.90 
  RATE                     8.500 
  PAI                   $         587.45 
  CLTV                  80.000 
MATURITY               271219
FEE                    0.5000

LOAN                   0000022042857
LAST_NAME              MELIGAN
ADDRESS                2050 52ND AVE NORTH
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337140000
  MORT                  $  35,000.00 
  BAL                   $        34,768.67 
  RATE                     8.300 
  PAI                   $         299.32 
  CLTV                  79.545 
MATURITY               180102
FEE                    0.5000

LOAN                   0000022042873
LAST_NAME              FELTON
ADDRESS                7205 BLUFF WOOD COVE
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282120000
  MORT                  $  92,000.00 
  BAL                   $        91,887.90 
  RATE                     8.490 
  PAI                   $         706.75 
  CLTV                  80.000 
MATURITY               280227
FEE                    0.5000

LOAN                   0000022042881
LAST_NAME              HIGGINS
ADDRESS                7341 KING ARTHUR DRIVE
CITY                   PORT RICHEY
STATE                  FL
ZIP                    346680000
  MORT                  $  34,500.00 
  BAL                   $        34,344.38 
  RATE                     8.300 
  PAI                   $         260.40 
  CLTV                  77.528 
MATURITY               271027
FEE                    0.5000

LOAN                   0000022042915
LAST_NAME              PARSONS
ADDRESS                537 15TH AVENUE NORTH
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322500000
  MORT                  $  36,000.00 
  BAL                   $        35,018.97 
  RATE                     8.300 
  PAI                   $         442.51 
  CLTV                  40.449 
MATURITY               71202
FEE                    0.5000

LOAN                   0000022042923
LAST_NAME              HIPSH
ADDRESS                204 FIRETHORN ROAD
CITY                   GULF BREEZE
STATE                  FL
ZIP                    325610000
  MORT                  $  88,500.00 
  BAL                   $        88,166.03 
  RATE                     7.990 
  PAI                   $         755.69 
  CLTV                  58.609 
MATURITY               170227
FEE                    0.5000

LOAN                   0000022042972
LAST_NAME              DAVIS
ADDRESS                38439 MOODY AVENUE
CITY                   DADE CITY
STATE                  FL
ZIP                    335250000
  MORT                  $  46,400.00 
  BAL                   $        46,129.01 
  RATE                     8.300 
  PAI                   $         350.22 
  CLTV                  80.000 
MATURITY               270723
FEE                    0.5000

LOAN                   0000022042998
LAST_NAME              HOVEY
ADDRESS                6602 W ELDORADO PLACE
CITY                   DENVER
STATE                  CO
ZIP                    802270000
  MORT                  $128,000.00 
  BAL                   $      127,380.92 
  RATE                     8.300 
  PAI                   $         966.12 
  CLTV                  80.000 
MATURITY               270924
FEE                    0.5000

LOAN                   0000022043004
LAST_NAME              BELTZER
ADDRESS                314 OAK LANE PASS
CITY                   OCALA
STATE                  FL
ZIP                    344720000
  MORT                  $  37,500.00 
  BAL                   $        37,070.33 
  RATE                     7.990 
  PAI                   $         313.43 
  CLTV                  51.369 
MATURITY               180219
FEE                    0.5000

LOAN                   0000022043020
LAST_NAME              RAYNOR
ADDRESS                959 LOUISE CIRCLE
CITY                   FAYETTEVILL
STATE                  NC
ZIP                    283140000
  MORT                  $  22,000.00 
  BAL                   $        21,649.05 
  RATE                     8.620 
  PAI                   $         274.18 
  CLTV                  51.162 
MATURITY               80206
FEE                    0.5000


                          Page 55
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022043038
LAST_NAME              ELLIOTT
ADDRESS                815 W COLLEGE AVENUE
CITY                   RUSKIN
STATE                  FL
ZIP                    335700000
  MORT                  $  75,000.00 
  BAL                   $        74,668.37 
  RATE                     8.990 
  PAI                   $         602.93 
  CLTV                  76.530 
MATURITY               280228
FEE                    0.5000

LOAN                   0000022043046
LAST_NAME              REDING
ADDRESS                5539 WESTVIEW DRIVE
CITY                   ORLANDO
STATE                  FL
ZIP                    328100000
  MORT                  $  67,400.00 
  BAL                   $        61,233.94 
  RATE                     8.490 
  PAI                   $         517.77 
  CLTV                  78.372 
MATURITY               280228
FEE                    0.5000

LOAN                   0000022043053
LAST_NAME              BODON
ADDRESS                3284 LAVERNE CT
CITY                   NEW PORT RI
STATE                  FL
ZIP                    346550000
  MORT                  $  64,000.00 
  BAL                   $        63,882.87 
  RATE                     8.500 
  PAI                   $         492.10 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022043079
LAST_NAME              COX
ADDRESS                20383 ANDOVER AVE
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339540000
  MORT                  $  55,500.00 
  BAL                   $        55,039.87 
  RATE                     8.300 
  PAI                   $         474.64 
  CLTV                  76.027 
MATURITY               171216
FEE                    0.5000

LOAN                   0000022043087
LAST_NAME              PETRON
ADDRESS                6950 SAGEWOOD COURT
CITY                   COLORADO SP
STATE                  CO
ZIP                    809180000
  MORT                  $  85,000.00 
  BAL                   $        82,581.96 
  RATE                     8.300 
  PAI                   $         726.93 
  CLTV                  71.428 
MATURITY               170902
FEE                    0.5000

LOAN                   0000022043095
LAST_NAME              ORTIZ
ADDRESS                2237 NW 43RD PLACE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326050000
  MORT                  $  74,600.00 
  BAL                   $        74,164.31 
  RATE                     8.300 
  PAI                   $         563.07 
  CLTV                  79.361 
MATURITY               270728
FEE                    0.5000

LOAN                   0000022043103
LAST_NAME              BAEZA
ADDRESS                1124 E 1ST STREET
CITY                   GRANDE
STATE                  AZ
ZIP                    852220000
  MORT                  $  26,200.00 
  BAL                   $        25,621.33 
  RATE                     8.800 
  PAI                   $         262.63 
  CLTV                  28.448 
MATURITY               121002
FEE                    0.5000

LOAN                   0000022043111
LAST_NAME              HENDERSON
ADDRESS                46 LAKEVIEW DRIVE
CITY                   LINDALE
STATE                  GA
ZIP                    301470000
  MORT                  $  73,600.00 
  BAL                   $        73,281.18 
  RATE                     8.500 
  PAI                   $         565.92 
  CLTV                  80.000 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022043129
LAST_NAME              JAKUBOWSKI
ADDRESS                4110 GREEN FERN DRIVE
CITY                   ORLANDO
STATE                  FL
ZIP                    328100000
  MORT                  $  83,200.00 
  BAL                   $        82,837.50 
  RATE                     8.500 
  PAI                   $         639.74 
  CLTV                  80.000 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022043137
LAST_NAME              CLEMMONS
ADDRESS                430 PYKE ROAD
CITY                   LEXINGTON
STATE                  KY
ZIP                    405040000
  MORT                  $  39,500.00 
  BAL                   $        39,321.82 
  RATE                     8.300 
  PAI                   $         298.14 
  CLTV                  56.428 
MATURITY               271005
FEE                    0.5000

LOAN                   0000022043145
LAST_NAME              GOULD
ADDRESS                9703 WINDER TRAIL
CITY                   ORLANDO
STATE                  FL
ZIP                    328170000
  MORT                  $  65,000.00 
  BAL                   $        64,962.99 
  RATE                     8.800 
  PAI                   $         513.68 
  CLTV                  71.823 
MATURITY               280403
FEE                    0.5000

LOAN                   0000022043152
LAST_NAME              JONES
ADDRESS                5528 TUGHILL DRIVE
CITY                   TAMPA
STATE                  FL
ZIP                    336240000
  MORT                  $  94,400.00 
  BAL                   $        94,339.80 
  RATE                     8.250 
  PAI                   $         709.20 
  CLTV                  79.564 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022043160
LAST_NAME              BOONPARN
ADDRESS                3923 SHERLIN DRIVE
CITY                   EAST RIDGE
STATE                  TN
ZIP                    374120000
  MORT                  $  68,200.00 
  BAL                   $        67,445.70 
  RATE                     7.850 
  PAI                   $         822.06 
  CLTV                  77.500 
MATURITY               80325
FEE                    0.5000

LOAN                   0000022043178
LAST_NAME              DALLY
ADDRESS                6750 NW 17TH STREET
CITY                   MARGATE
STATE                  FL
ZIP                    330630000
  MORT                  $  63,750.00 
  BAL                   $        63,690.89 
  RATE                     9.800 
  PAI                   $         550.06 
  CLTV                  85.000 
MATURITY               280327
FEE                    0.5000

LOAN                   0000022043186
LAST_NAME              BOOTH
ADDRESS                5339 MADISON RD
CITY                   DELRAY BEAC
STATE                  FL
ZIP                    334840000
  MORT                  $  15,000.00 
  BAL                   $        14,556.55 
  RATE                     8.700 
  PAI                   $         309.20 
  CLTV                  46.377 
MATURITY               30330
FEE                    0.5000

LOAN                   0000022043202
LAST_NAME              ROSS
ADDRESS                3300 35TH STREET
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337130000
  MORT                  $  25,000.00 
  BAL                   $        24,869.92 
  RATE                     8.300 
  PAI                   $         188.70 
  CLTV                  39.682 
MATURITY               270902
FEE                    0.5000

LOAN                   0000022043228
LAST_NAME              GIBSON
ADDRESS                8697 78TH AVENUE NORTH
CITY                   LARGO
STATE                  FL
ZIP                    337770000
  MORT                  $  62,400.00 
  BAL                   $        62,035.53 
  RATE                     8.300 
  PAI                   $         470.99 
  CLTV                  80.000 
MATURITY               270813
FEE                    0.5000

LOAN                   0000022043236
LAST_NAME              REEVES
ADDRESS                2403 WEST THARPE
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323030000
  MORT                  $  48,000.00 
  BAL                   $        47,622.10 
  RATE                     8.300 
  PAI                   $         410.50 
  CLTV                  80.000 
MATURITY               180102
FEE                    0.5000

LOAN                   0000022043244
LAST_NAME              THOMASON
ADDRESS                7841 ELVIA DRIVE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322110000
  MORT                  $  56,000.00 
  BAL                   $        55,363.12 
  RATE                     8.300 
  PAI                   $         544.91 
  CLTV                  78.873 
MATURITY               130102
FEE                    0.5000

LOAN                   0000022043251
LAST_NAME              WAGERS
ADDRESS                102 CORAL COURT
CITY                   CLEARWATER
STATE                  FL
ZIP                    337560000
  MORT                  $  53,500.00 
  BAL                   $        52,750.04 
  RATE                     8.500 
  PAI                   $         526.84 
  CLTV                  66.875 
MATURITY               121224
FEE                    0.5000

LOAN                   0000022043269
LAST_NAME              CALDWELL
ADDRESS                3017 S DER RD
CITY                   PLANT CITY
STATE                  FL
ZIP                    335660000
  MORT                  $  35,000.00 
  BAL                   $        34,701.18 
  RATE                     8.250 
  PAI                   $         339.55 
  CLTV                  56.451 
MATURITY               130202
FEE                    0.5000

LOAN                   0000022043277
LAST_NAME              SMITH
ADDRESS                1220 N UNDERHILL
CITY                   PEORIA
STATE                  IL
ZIP                    616000000
  MORT                  $  32,000.00 
  BAL                   $        31,793.69 
  RATE                     8.500 
  PAI                   $         277.70 
  CLTV                  68.085 
MATURITY               180102
FEE                    0.5000

LOAN                   0000022043285
LAST_NAME              CARTER
ADDRESS                1617 RIVERSIDE AVE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322040000
  MORT                  $  61,125.00 
  BAL                   $        60,904.29 
  RATE                     8.620 
  PAI                   $         475.21 
  CLTV                  75.000 
MATURITY               280218
FEE                    0.5000

LOAN                   0000022043293
LAST_NAME              STRANGE
ADDRESS                13549 YAGER DR
CITY                   STRONGSVILL
STATE                  OH
ZIP                    441360000
  MORT                  $149,600.00 
  BAL                   $      149,422.54 
  RATE                     8.620 
  PAI                   $      1,163.04 
  CLTV                  80.000 
MATURITY               280214
FEE                    0.5000

LOAN                   0000022043301
LAST_NAME              BRILEY
ADDRESS                794 CORBETT STREET
CITY                   WINTERVILLE
STATE                  NC
ZIP                    285900000
  MORT                  $  90,000.00 
  BAL                   $        89,692.22 
  RATE                     7.990 
  PAI                   $         752.24 
  CLTV                  80.000 
MATURITY               180301
FEE                    0.5000

LOAN                   0000022043319
LAST_NAME              REID
ADDRESS                300 S 2ND ST
CITY                   PENSACOLA
STATE                  FL
ZIP                    325070000
  MORT                  $  29,100.00 
  BAL                   $        28,858.71 
  RATE                     8.300 
  PAI                   $         248.87 
  CLTV                  69.285 
MATURITY               171113
FEE                    0.5000

LOAN                   0000022043327
LAST_NAME              DAVIS
ADDRESS                122 BILLY COVINGTON ROAD
CITY                   ROCKINGHAM
STATE                  NC
ZIP                    283790000
  MORT                  $  48,000.00 
  BAL                   $        47,902.55 
  RATE                     7.990 
  PAI                   $         351.87 
  CLTV                  54.545 
MATURITY               280218
FEE                    0.5000

LOAN                   0000022043335
LAST_NAME              WARD
ADDRESS                8771/2N ROYAL ST
CITY                   JACKSON
STATE                  TN
ZIP                    383010000
  MORT                  $  29,750.00 
  BAL                   $        29,510.23 
  RATE                     8.900 
  PAI                   $         299.98 
  CLTV                  85.000 
MATURITY               130204
FEE                    0.5000

LOAN                   0000022043343
LAST_NAME              SMITH
ADDRESS                1565 SW HUTCHINS ST
CITY                   PORT ST LUC
STATE                  FL
ZIP                    349830000
  MORT                  $  71,500.00 
  BAL                   $        71,224.51 
  RATE                     8.300 
  PAI                   $         539.67 
  CLTV                  78.571 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022043350
LAST_NAME              DAVIS
ADDRESS                15520 ROWLETT ROAD
CITY                   CHESTERFIEL
STATE                  VA
ZIP                    238320000
  MORT                  $  84,000.00 
  BAL                   $        83,794.27 
  RATE                     8.500 
  PAI                   $         645.89 
  CLTV                  80.000 
MATURITY               271223
FEE                    0.5000

LOAN                   0000022043368
LAST_NAME              HUSKEY
ADDRESS                2415 BIG RIVER OVERLOOK D
CITY                   SEVIERVILLE
STATE                  TN
ZIP                    378760000
  MORT                  $  58,650.00 
  BAL                   $        58,269.26 
  RATE                   10.240 
  PAI                   $         575.34 
  CLTV                  85.000 
MATURITY               171117
FEE                    0.5000

LOAN                   0000022043376
LAST_NAME              CROSBY
ADDRESS                3710 BALLEJO CT
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322160000
  MORT                  $  52,000.00 
  BAL                   $        51,492.78 
  RATE                     8.500 
  PAI                   $         451.27 
  CLTV                  77.611 
MATURITY               171028
FEE                    0.5000

LOAN                   0000022043384
LAST_NAME              SHOLES
ADDRESS                609 BUTLER AVENUE
CITY                   WINCHESTER
STATE                  VA
ZIP                    226010000
  MORT                  $  65,600.00 
  BAL                   $        65,344.81 
  RATE                     8.500 
  PAI                   $         504.41 
  CLTV                  80.000 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022043392
LAST_NAME              JOHNSON
ADDRESS                3526 29TH AVE SOUTH
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337110000
  MORT                  $  23,000.00 
  BAL                   $        22,311.76 
  RATE                     9.990 
  PAI                   $         303.82 
  CLTV                  46.938 
MATURITY               71125
FEE                    0.5000

LOAN                   0000022043400
LAST_NAME              SUKHRAM
ADDRESS                914 LINCOLN CT
CITY                   ORLANDO
STATE                  FL
ZIP                    328080000
  MORT                  $  42,400.00 
  BAL                   $        41,959.89 
  RATE                     8.990 
  PAI                   $         536.88 
  CLTV                  73.103 
MATURITY               80225
FEE                    0.5000

LOAN                   0000022043418
LAST_NAME              JONES
ADDRESS                5471 E 65TH AVE
CITY                   COMMERCE CI
STATE                  CO
ZIP                    800220000
  MORT                  $  72,000.00 
  BAL                   $        71,853.80 
  RATE                     7.990 
  PAI                   $         527.81 
  CLTV                  80.000 
MATURITY               280221
FEE                    0.5000

LOAN                   0000022043426
LAST_NAME              HALL
ADDRESS                2913 OLD STAGECOACH ROAD
CITY                   ASHEBORO
STATE                  NC
ZIP                    270200000
  MORT                  $  43,750.00 
  BAL                   $        42,388.21 
  RATE                     8.650 
  PAI                   $         434.68 
  CLTV                  60.763 
MATURITY               120617
FEE                    0.5000

LOAN                   0000022043434
LAST_NAME              CHOATE
ADDRESS                3530 W 95TH AVE
CITY                   WESTMINSTER
STATE                  CO
ZIP                    800300000
  MORT                  $  97,360.00 
  BAL                   $        97,172.08 
  RATE                     8.240 
  PAI                   $         730.75 
  CLTV                  80.000 
MATURITY               280218
FEE                    0.5000

LOAN                   0000022043442
LAST_NAME              SLEET
ADDRESS                285 HAYES LANE
CITY                   DANVILLE
STATE                  KY
ZIP                    404220000
  MORT                  $  68,800.00 
  BAL                   $        68,228.23 
  RATE                     8.490 
  PAI                   $         528.53 
  CLTV                  70.204 
MATURITY               270402
FEE                    0.5000

LOAN                   0000022043459
LAST_NAME              SPARKS
ADDRESS                4349 BLUEFAX DR
CITY                   PUEBLO
STATE                  CO
ZIP                    810010000
  MORT                  $  91,000.00 
  BAL                   $        90,837.48 
  RATE                     8.620 
  PAI                   $         707.47 
  CLTV                  75.206 
MATURITY               280219
FEE                    0.5000

LOAN                   0000022043467
LAST_NAME              BUCHANAN
ADDRESS                628 CIRCLE DRIVE
CITY                   BLUFF CITY
STATE                  TN
ZIP                    376180000
  MORT                  $  48,375.00 
  BAL                   $        45,646.01 
  RATE                     8.300 
  PAI                   $         507.88 
  CLTV                  75.000 
MATURITY               100212
FEE                    0.5000


                          Page 56
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022043475
LAST_NAME              ROGERS
ADDRESS                2697 S KLINE CIRCLE
CITY                   LAKEWOOD
STATE                  CO
ZIP                    802270000
  MORT                  $176,000.00 
  BAL                   $      175,664.43 
  RATE                     8.300 
  PAI                   $      1,328.42 
  CLTV                  80.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022043483
LAST_NAME              REEVES
ADDRESS                3946 W LAKE OAKDALE DRIVE
CITY                   FLORENCE
STATE                  SC
ZIP                    295010000
  MORT                  $  70,000.00 
  BAL                   $        67,374.91 
  RATE                     8.500 
  PAI                   $         689.32 
  CLTV                  63.636 
MATURITY               120402
FEE                    0.5000

LOAN                   0000022043491
LAST_NAME              GARANT
ADDRESS                417 SCARLET SAGE
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339500000
  MORT                  $  89,700.00 
  BAL                   $        88,843.12 
  RATE                     8.500 
  PAI                   $         689.72 
  CLTV                  66.444 
MATURITY               270221
FEE                    0.5000

LOAN                   0000022043509
LAST_NAME              HOLLISTER
ADDRESS                2785 EDENDERRY STREET
CITY                   TALLAHASSEE
STATE                  FL
ZIP                    323080000
  MORT                  $188,000.00 
  BAL                   $      186,244.60 
  RATE                     8.250 
  PAI                   $      1,412.38 
  CLTV                  80.000 
MATURITY               270225
FEE                    0.5000

LOAN                   0000022043517
LAST_NAME              MALINSKY
ADDRESS                7135 WISTERIA WAY
CITY                   TAMARAC
STATE                  FL
ZIP                    333210000
  MORT                  $  80,000.00 
  BAL                   $        76,689.04 
  RATE                     8.250 
  PAI                   $         776.11 
  CLTV                  80.000 
MATURITY               120226
FEE                    0.5000

LOAN                   0000022043525
LAST_NAME              ENRIQUEZ
ADDRESS                5600 W OAKLAWN STREET
CITY                   HOMOSASSA
STATE                  FL
ZIP                    344460000
  MORT                  $  10,000.00 
  BAL                   $          7,881.91 
  RATE                     8.500 
  PAI                   $         205.16 
  CLTV                  15.873 
MATURITY               20228
FEE                    0.5000

LOAN                   0000022043533
LAST_NAME              KELSON
ADDRESS                796 W POTOMAC DRIVE
CITY                   MURRAY
STATE                  UT
ZIP                    841230000
  MORT                  $133,600.00 
  BAL                   $      129,718.96 
  RATE                     8.400 
  PAI                   $      1,150.97 
  CLTV                  80.000 
MATURITY               170318
FEE                    0.5000

LOAN                   0000022043541
LAST_NAME              HAGER
ADDRESS                3003 NW 62ND AVENUE
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326530000
  MORT                  $  64,000.00 
  BAL                   $        62,598.42 
  RATE                     8.400 
  PAI                   $         551.36 
  CLTV                  80.000 
MATURITY               170402
FEE                    0.5000

LOAN                   0000022043558
LAST_NAME              KALOUSDIAN
ADDRESS                816 KIRKCALDY WAY
CITY                   VALRICO
STATE                  FL
ZIP                    335940000
  MORT                  $  52,300.00 
  BAL                   $        51,154.55 
  RATE                     8.400 
  PAI                   $         450.57 
  CLTV                  76.911 
MATURITY               170402
FEE                    0.5000

LOAN                   0000022043566
LAST_NAME              BAXLEY
ADDRESS                8904 S TURKEY CREEK DRIVE
CITY                   PLANT CITY
STATE                  FL
ZIP                    335670000
  MORT                  $  47,545.00 
  BAL                   $        44,096.26 
  RATE                     9.750 
  PAI                   $         503.67 
  CLTV                  76.685 
MATURITY               120402
FEE                    0.5000

LOAN                   0000022043574
LAST_NAME              MAYSONET
ADDRESS                318 ALEXANDER AVENUE
CITY                   DELTONA
STATE                  FL
ZIP                    327250000
  MORT                  $  70,400.00 
  BAL                   $        69,959.61 
  RATE                     8.500 
  PAI                   $         541.32 
  CLTV                  80.000 
MATURITY               270702
FEE                    0.5000

LOAN                   0000022043582
LAST_NAME              PAINTER
ADDRESS                1632 S ACADIAN DRIVE
CITY                   DELTONA
STATE                  FL
ZIP                    327250000
  MORT                  $110,400.00 
  BAL                   $      109,681.11 
  RATE                     8.300 
  PAI                   $         833.28 
  CLTV                  80.000 
MATURITY               270716
FEE                    0.5000

LOAN                   0000022043640
LAST_NAME              KENNEDY
ADDRESS                17 HOLDEN ROAD
CITY                   BRAINTREE
STATE                  MA
ZIP                    021840000
  MORT                  $  56,800.00 
  BAL                   $        56,800.00 
  RATE                   10.990 
  PAI                   $         585.90 
  CLTV                  66.456 
MATURITY               180420
FEE                    0.5000

LOAN                   0000022043673
LAST_NAME              GROSS
ADDRESS                7622 OXMAN ROAD
CITY                   LANDOVER
STATE                  MD
ZIP                    207850000
  MORT                  $  52,000.00 
  BAL                   $        51,931.43 
  RATE                     9.990 
  PAI                   $         501.47 
  CLTV                  77.037 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022043681
LAST_NAME              CARTER
ADDRESS                462 WEST MAIN STREET
CITY                   FRANKLINVIL
STATE                  NC
ZIP                    272480000
  MORT                  $  18,200.00 
  BAL                   $        18,159.41 
  RATE                   10.850 
  PAI                   $         205.15 
  CLTV                  66.731 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022043723
LAST_NAME              JONES
ADDRESS                12 CARRIAGE STOP ROAD
CITY                   E. FALMOUTH
STATE                  MA
ZIP                    025360000
  MORT                  $  18,400.00 
  BAL                   $        18,368.51 
  RATE                   10.990 
  PAI                   $         189.80 
  CLTV                  84.934 
MATURITY               180416
FEE                    0.5000

LOAN                   0000022043780
LAST_NAME              BAGGATTA
ADDRESS                100 WAWAYANDA AVENUE
CITY                   MIDDLETOWN
STATE                  NY
ZIP                    109400000
  MORT                  $  41,900.00 
  BAL                   $        41,683.36 
  RATE                     8.990 
  PAI                   $         530.54 
  CLTV                  58.194 
MATURITY               80416
FEE                    0.5000

LOAN                   0000022043798
LAST_NAME              RUDE
ADDRESS                6247 N TEMPLE AVE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462200000
  MORT                  $  53,000.00 
  BAL                   $        52,938.78 
  RATE                     8.750 
  PAI                   $         416.96 
  CLTV                  67.515 
MATURITY               280406
FEE                    0.5000

LOAN                   0000022043806
LAST_NAME              APONTE
ADDRESS                119 CLIFFORD STREET
CITY                   BRIDGEPORT
STATE                  CT
ZIP                    066070000
  MORT                  $  48,800.00 
  BAL                   $        48,722.17 
  RATE                     8.500 
  PAI                   $         423.50 
  CLTV                  80.000 
MATURITY               180406
FEE                    0.5000

LOAN                   0000022043822
LAST_NAME              CORCORAN
ADDRESS                918 MERCER STREET
CITY                   GLOUCESTER
STATE                  NJ
ZIP                    080300000
  MORT                  $  71,700.00 
  BAL                   $        71,599.29 
  RATE                     9.500 
  PAI                   $         668.34 
  CLTV                  84.352 
MATURITY               180416
FEE                    0.5000

LOAN                   0000022043848
LAST_NAME              GRANT
ADDRESS                1047 E 68TH ST
CITY                   CLEVELAND
STATE                  OH
ZIP                    441030000
  MORT                  $  52,800.00 
  BAL                   $        52,703.35 
  RATE                     8.500 
  PAI                   $         405.99 
  CLTV                  80.000 
MATURITY               280221
FEE                    0.5000

LOAN                   0000022043863
LAST_NAME              BURNETTE
ADDRESS                47 SUNSHINE HILL RD
CITY                   CANTON
STATE                  NC
ZIP                    287160000
  MORT                  $  43,200.00 
  BAL                   $        43,200.00 
  RATE                   10.000 
  PAI                   $         464.23 
  CLTV                  80.000 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022043889
LAST_NAME              BROWN
ADDRESS                5925 SEASIDE DRIVE
CITY                   NEW PORT RI
STATE                  FL
ZIP                    346520000
  MORT                  $  95,000.00 
  BAL                   $        94,807.12 
  RATE                     7.990 
  PAI                   $         696.41 
  CLTV                  47.500 
MATURITY               280228
FEE                    0.5000

LOAN                   0000022043897
LAST_NAME              CARROLL
ADDRESS                212 OAK LANE
CITY                   TABERNACLE
STATE                  NJ
ZIP                    080880000
  MORT                  $105,000.00 
  BAL                   $      105,000.00 
  RATE                     8.500 
  PAI                   $      1,301.85 
  CLTV                  66.455 
MATURITY               80416
FEE                    0.5000

LOAN                   0000022043905
LAST_NAME              SANCHEZ
ADDRESS                1629 E HOEFGEN
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462030000
  MORT                  $  37,500.00 
  BAL                   $        37,436.72 
  RATE                     8.050 
  PAI                   $         314.84 
  CLTV                  55.147 
MATURITY               180420
FEE                    0.5000

LOAN                   0000022043939
LAST_NAME              MIDDLEBROOKS
ADDRESS                3578 HARBOR BLVD
CITY                   PORT CHARLO
STATE                  FL
ZIP                    339520000
  MORT                  $  67,500.00 
  BAL                   $        67,239.90 
  RATE                     8.300 
  PAI                   $         509.48 
  CLTV                  78.488 
MATURITY               271113
FEE                    0.5000

LOAN                   0000022043954
LAST_NAME              GREEN
ADDRESS                640 E 400 N
CITY                   JASPER
STATE                  IN
ZIP                    475460000
  MORT                  $  20,000.00 
  BAL                   $        19,875.83 
  RATE                   10.550 
  PAI                   $         270.44 
  CLTV                  61.891 
MATURITY               80413
FEE                    0.5000

LOAN                   0000022043970
LAST_NAME              FISCHL
ADDRESS                17 HENRIETTA DRIVE
CITY                   FAIRFIELD
STATE                  NJ
ZIP                    070040000
  MORT                  $  65,300.00 
  BAL                   $        65,224.47 
  RATE                   10.990 
  PAI                   $         673.57 
  CLTV                  84.858 
MATURITY               180415
FEE                    0.5000

LOAN                   0000022044010
LAST_NAME              NEESE
ADDRESS                1145 BEECHDALE ROAD
CITY                   MONTGOMERY
STATE                  AL
ZIP                    361090000
  MORT                  $  37,500.00 
  BAL                   $        37,370.00 
  RATE                   11.840 
  PAI                   $         446.21 
  CLTV                  66.371 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022044028
LAST_NAME              ANDERSON
ADDRESS                237 ANDERSON LN
CITY                   MILLERS CRE
STATE                  NC
ZIP                    286510000
  MORT                  $  31,450.00 
  BAL                   $        31,404.44 
  RATE                   10.090 
  PAI                   $         305.38 
  CLTV                  85.000 
MATURITY               180413
FEE                    0.5000

LOAN                   0000022044044
LAST_NAME              BENSON
ADDRESS                17515 THROCKLEY AVE
CITY                   CLEVELAND
STATE                  OH
ZIP                    441280000
  MORT                  $  40,000.00 
  BAL                   $        39,976.20 
  RATE                     8.590 
  PAI                   $         310.13 
  CLTV                  54.054 
MATURITY               280413
FEE                    0.5000

LOAN                   0000022044069
LAST_NAME              SPRAGUE
ADDRESS                1117 BRADENTON ROAD
CITY                   DAYTONA BEA
STATE                  FL
ZIP                    321140000
  MORT                  $  48,800.00 
  BAL                   $        47,961.71 
  RATE                     8.300 
  PAI                   $         474.85 
  CLTV                  79.349 
MATURITY               121121
FEE                    0.5000

LOAN                   0000022044085
LAST_NAME              GREEN
ADDRESS                804 N ANOKA AVENUE
CITY                   AVON PARK
STATE                  FL
ZIP                    338250000
  MORT                  $  28,500.00 
  BAL                   $        28,010.43 
  RATE                     8.300 
  PAI                   $         277.32 
  CLTV                  66.279 
MATURITY               121103
FEE                    0.5000

LOAN                   0000022044101
LAST_NAME              CASSIDY
ADDRESS                887 KINGSBRIDGE DRIVE
CITY                   OVIEDO
STATE                  FL
ZIP                    327650000
  MORT                  $  46,000.00 
  BAL                   $        45,822.77 
  RATE                     8.300 
  PAI                   $         347.20 
  CLTV                  28.750 
MATURITY               271102
FEE                    0.5000

LOAN                   0000022044119
LAST_NAME              GREEN
ADDRESS                5514 S HARVEY HIGHTS DRIV
CITY                   SALT LAKE C
STATE                  UT
ZIP                    841180000
  MORT                  $  40,400.00 
  BAL                   $        40,213.00 
  RATE                   10.990 
  PAI                   $         556.28 
  CLTV                  83.713 
MATURITY               80413
FEE                    0.5000

LOAN                   0000022044127
LAST_NAME              SMALL
ADDRESS                45 GRISSOM DRIVE
CITY                   CLIFTON PAR
STATE                  NY
ZIP                    120650000
  MORT                  $  66,400.00 
  BAL                   $        66,400.00 
  RATE                     8.990 
  PAI                   $         596.99 
  CLTV                  66.400 
MATURITY               180414
FEE                    0.5000

LOAN                   0000022044143
LAST_NAME              GROOMS
ADDRESS                2055 RUFF ROAD
CITY                   SANFORD
STATE                  FL
ZIP                    327710000
  MORT                  $  43,200.00 
  BAL                   $        41,782.43 
  RATE                     8.300 
  PAI                   $         531.01 
  CLTV                  80.000 
MATURITY               71102
FEE                    0.5000

LOAN                   0000022044150
LAST_NAME              HURLEY
ADDRESS                621 NE ASH STREET
CITY                   PORT ST LUC
STATE                  FL
ZIP                    349520000
  MORT                  $  43,000.00 
  BAL                   $        42,436.41 
  RATE                     8.300 
  PAI                   $         324.56 
  CLTV                  77.477 
MATURITY               271020
FEE                    0.5000

LOAN                   0000022044168
LAST_NAME              FREE
ADDRESS                9435 CALLIS MILL ROAD
CITY                   LULA
STATE                  GA
ZIP                    305540000
  MORT                  $  47,500.00 
  BAL                   $        47,393.07 
  RATE                   10.750 
  PAI                   $         532.45 
  CLTV                  66.901 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022044176
LAST_NAME              MCNALLY
ADDRESS                1704 NW 12TH RD
CITY                   GAINESVILLE
STATE                  FL
ZIP                    326050000
  MORT                  $108,800.00 
  BAL                   $      107,873.53 
  RATE                     8.300 
  PAI                   $         821.21 
  CLTV                  80.000 
MATURITY               271202
FEE                    0.5000

LOAN                   0000022044184
LAST_NAME              BROCK
ADDRESS                250 ANGELES ROAD
CITY                   DEBARY
STATE                  FL
ZIP                    327130000
  MORT                  $  52,000.00 
  BAL                   $        51,107.68 
  RATE                     8.300 
  PAI                   $         392.49 
  CLTV                  47.272 
MATURITY               271112
FEE                    0.5000


                          Page 57
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022044192
LAST_NAME              KOVACS
ADDRESS                1384 PROGRESS AVENUE
CITY                   LINCOLN PAR
STATE                  MI
ZIP                    481460000
  MORT                  $  51,900.00 
  BAL                   $        51,756.54 
  RATE                     8.500 
  PAI                   $         511.08 
  CLTV                  61.785 
MATURITY               130415
FEE                    0.5000

LOAN                   0000022044226
LAST_NAME              SAMMONS
ADDRESS                 BOX 790
CITY                   JEREMIAH
STATE                  KY
ZIP                    418260000
  MORT                  $  48,000.00 
  BAL                   $        47,783.45 
  RATE                     8.300 
  PAI                   $         362.30 
  CLTV                  80.000 
MATURITY               271015
FEE                    0.5000

LOAN                   0000022044259
LAST_NAME              GREGORY
ADDRESS                1268 W 1200 N
CITY                   SALT LAKE C
STATE                  UT
ZIP                    841160000
  MORT                  $  78,000.00 
  BAL                   $        75,111.82 
  RATE                     8.650 
  PAI                   $         774.97 
  CLTV                  77.227 
MATURITY               120402
FEE                    0.5000

LOAN                   0000022044267
LAST_NAME              PARRIS
ADDRESS                150-19 125TH AVENUE
CITY                   SOUTH OZONE
STATE                  NY
ZIP                    114340000
  MORT                  $  81,000.00 
  BAL                   $        80,862.48 
  RATE                     8.000 
  PAI                   $         677.52 
  CLTV                  52.941 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022044283
LAST_NAME              BOWDISH
ADDRESS                20 WHITEHEAD STREET
CITY                   SELKIRK
STATE                  NY
ZIP                    121580000
  MORT                  $  93,500.00 
  BAL                   $        93,405.36 
  RATE                   11.990 
  PAI                   $      1,028.86 
  CLTV                  85.000 
MATURITY               180417
FEE                    0.5000

LOAN                   0000022044291
LAST_NAME              CASPER
ADDRESS                628 E PALI ST
CITY                   SANDY
STATE                  UT
ZIP                    840700000
  MORT                  $104,800.00 
  BAL                   $      104,464.68 
  RATE                     8.300 
  PAI                   $         791.01 
  CLTV                  80.000 
MATURITY               271215
FEE                    0.5000

LOAN                   0000022044309
LAST_NAME              KINDER
ADDRESS                261 MARGATE DRIVE
CITY                   GLEN BURNIE
STATE                  MD
ZIP                    210600000
  MORT                  $  72,250.00 
  BAL                   $        72,037.03 
  RATE                     9.750 
  PAI                   $         620.74 
  CLTV                  85.000 
MATURITY               130409
FEE                    0.5000

LOAN                   0000022044333
LAST_NAME              HILTON
ADDRESS                1257 DELAFIELD PLACE NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200170000
  MORT                  $  52,600.00 
  BAL                   $        52,333.27 
  RATE                     9.500 
  PAI                   $         549.26 
  CLTV                  42.080 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022044358
LAST_NAME              PHALON
ADDRESS                14634 66TH COURT
CITY                   OAK FOREST
STATE                  IL
ZIP                    604520000
  MORT                  $138,000.00 
  BAL                   $      137,733.85 
  RATE                     8.990 
  PAI                   $      1,240.73 
  CLTV                  75.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022044382
LAST_NAME              MEDINA
ADDRESS                632 TRUMAN
CITY                   GRANTS
STATE                  NM
ZIP                    870200000
  MORT                  $  36,000.00 
  BAL                   $        35,917.44 
  RATE                   10.550 
  PAI                   $         399.06 
  CLTV                  64.285 
MATURITY               130407
FEE                    0.5000

LOAN                   0000022044432
LAST_NAME              JUDGE
ADDRESS                134 CIRCLE DRIVE
CITY                   MILLINGTON
STATE                  NJ
ZIP                    079460000
  MORT                  $232,000.00 
  BAL                   $      231,885.88 
  RATE                     9.500 
  PAI                   $      1,950.79 
  CLTV                  78.911 
MATURITY               280410
FEE                    0.5000

LOAN                   0000022044440
LAST_NAME              MC LAIN
ADDRESS                20 PAULETTE LANE
CITY                   WAPPINGERS
STATE                  NY
ZIP                    125900000
  MORT                  $  50,900.00 
  BAL                   $        50,866.16 
  RATE                   10.990 
  PAI                   $         484.35 
  CLTV                  84.992 
MATURITY               130414
FEE                    0.5000

LOAN                   0000022044457
LAST_NAME              OROZCO
ADDRESS                499 SHEPHERD AVENUE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112080000
  MORT                  $108,000.00 
  BAL                   $      107,934.57 
  RATE                     8.500 
  PAI                   $         830.43 
  CLTV                  61.714 
MATURITY               280401
FEE                    0.5000

LOAN                   0000022044465
LAST_NAME              MAPLE
ADDRESS                130 CHERRY VALLEY AVE
CITY                   GARDEN CITY
STATE                  NY
ZIP                    115300000
  MORT                  $300,000.00 
  BAL                   $      299,867.29 
  RATE                   10.000 
  PAI                   $      2,632.71 
  CLTV                  42.424 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022044523
LAST_NAME              YOUNG
ADDRESS                 ROUTE 38 RD1 BOX 96
CITY                   STERLING
STATE                  NY
ZIP                    131560000
  MORT                  $  29,000.00 
  BAL                   $        28,858.35 
  RATE                     9.990 
  PAI                   $         383.08 
  CLTV                  72.470 
MATURITY               80409
FEE                    0.5000

LOAN                   0000022044531
LAST_NAME              MAPLE
ADDRESS                130 CHERRY VALLEY AVE
CITY                   GARDEN CITY
STATE                  NY
ZIP                    115300000
  MORT                  $400,000.00 
  BAL                   $      399,823.04 
  RATE                   10.000 
  PAI                   $      3,510.29 
  CLTV                  24.242 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022044606
LAST_NAME              WATSON
ADDRESS                15 GINGER PLUM LANE
CITY                   SOUTH YARMO
STATE                  MA
ZIP                    026640000
  MORT                  $  50,000.00 
  BAL                   $        49,929.76 
  RATE                     9.500 
  PAI                   $         466.07 
  CLTV                  37.037 
MATURITY               180402
FEE                    0.5000

LOAN                   0000022044622
LAST_NAME              STRIPLING
ADDRESS                6728 CHAMPLAIN ROAD
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322080000
  MORT                  $  30,300.00 
  BAL                   $        30,300.00 
  RATE                   10.990 
  PAI                   $         344.20 
  CLTV                  52.984 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022044648
LAST_NAME              HARDER
ADDRESS                9160 OLD STATE ROAD
CITY                   CHARDON
STATE                  OH
ZIP                    440240000
  MORT                  $171,900.00 
  BAL                   $      171,900.00 
  RATE                     9.250 
  PAI                   $      1,414.18 
  CLTV                  90.000 
MATURITY               130518
FEE                    0.5000

LOAN                   0000022044655
LAST_NAME              LYONS
ADDRESS                98 ELMIRA STREET S.W.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200320000
  MORT                  $  84,000.00 
  BAL                   $        83,978.50 
  RATE                   12.500 
  PAI                   $         896.50 
  CLTV                  89.361 
MATURITY               130406
FEE                    0.5000

LOAN                   0000022044689
LAST_NAME              ROGERS
ADDRESS                50 CLEAR LAKE MANOR ROAD
CITY                   NORTH BRANF
STATE                  CT
ZIP                    064710000
  MORT                  $  96,800.00 
  BAL                   $        96,642.68 
  RATE                     8.350 
  PAI                   $         830.89 
  CLTV                  80.000 
MATURITY               180414
FEE                    0.5000

LOAN                   0000022044697
LAST_NAME              DALTON
ADDRESS                120 MARION AVENUE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103040000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                   10.750 
  PAI                   $         504.43 
  CLTV                  32.200 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022044705
LAST_NAME              FICKERT
ADDRESS                283 MOORE MILLER ROAD
CITY                   HOLLANSBURG
STATE                  OH
ZIP                    453320000
  MORT                  $  77,350.00 
  BAL                   $        77,350.00 
  RATE                     8.700 
  PAI                   $         605.76 
  CLTV                  85.000 
MATURITY               130519
FEE                    0.5000

LOAN                   0000022044721
LAST_NAME              BORDEN
ADDRESS                43 BEALS STREET
CITY                   BROOKLINE
STATE                  MA
ZIP                    021460000
  MORT                  $107,500.00 
  BAL                   $      107,195.89 
  RATE                     9.500 
  PAI                   $      1,002.04 
  CLTV                  67.900 
MATURITY               180320
FEE                    0.5000

LOAN                   0000022044754
LAST_NAME              SMITH
ADDRESS                4920 WHITFIELD CHAPEL ROA
CITY                   LANHAM
STATE                  MD
ZIP                    207060000
  MORT                  $  77,000.00 
  BAL                   $        76,909.02 
  RATE                     8.640 
  PAI                   $         599.72 
  CLTV                  70.000 
MATURITY               280403
FEE                    0.5000

LOAN                   0000022044762
LAST_NAME              TINER
ADDRESS                508 BRITTON STREET
CITY                   CHICOPEE
STATE                  MA
ZIP                    010200000
  MORT                  $  80,700.00 
  BAL                   $        80,660.31 
  RATE                     9.500 
  PAI                   $         678.57 
  CLTV                  84.947 
MATURITY               280408
FEE                    0.5000

LOAN                   0000022044770
LAST_NAME              MELNYCHENKO
ADDRESS                24801 HARRISON STREET
CITY                   HARRISON TO
STATE                  MI
ZIP                    480450000
  MORT                  $  11,500.00 
  BAL                   $        11,443.38 
  RATE                     9.850 
  PAI                   $         151.02 
  CLTV                  68.138 
MATURITY               80416
FEE                    0.5000

LOAN                   0000022044796
LAST_NAME              DEWEY
ADDRESS                8292 SWALLOW PATH
CITY                   LIVERPOOL
STATE                  NY
ZIP                    130900000
  MORT                  $  50,200.00 
  BAL                   $        50,067.22 
  RATE                     8.990 
  PAI                   $         508.86 
  CLTV                  54.565 
MATURITY               130415
FEE                    0.5000

LOAN                   0000022044804
LAST_NAME              REYNOSO
ADDRESS                37 COOLIDGE PLACE
CITY                   HACKENSACK
STATE                  NJ
ZIP                    076010000
  MORT                  $161,000.00 
  BAL                   $      160,787.71 
  RATE                     9.990 
  PAI                   $      1,552.62 
  CLTV                  84.736 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022044812
LAST_NAME              BLANCHARD
ADDRESS                4628 STATE HIGHWAY 29
CITY                   JOHNSTOWN
STATE                  NY
ZIP                    120950000
  MORT                  $  36,800.00 
  BAL                   $        36,668.33 
  RATE                     8.750 
  PAI                   $         367.80 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022044820
LAST_NAME              FOWLER
ADDRESS                605 Q STREET N.W.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200010000
  MORT                  $  77,000.00 
  BAL                   $        76,953.84 
  RATE                     8.550 
  PAI                   $         594.79 
  CLTV                  60.156 
MATURITY               130403
FEE                    0.5000

LOAN                   0000022044846
LAST_NAME              SHOAFF
ADDRESS                1013 TOREVA PLACE
CITY                   FLAGSTAFF
STATE                  AZ
ZIP                    860010000
  MORT                  $  23,800.00 
  BAL                   $        23,742.53 
  RATE                     9.990 
  PAI                   $         255.61 
  CLTV                  68.225 
MATURITY               130416
FEE                    0.5000

LOAN                   0000022044853
LAST_NAME              BRUNETTO
ADDRESS                13421 AUTUMN RIDGE LANE
CITY                   SILVER SPRI
STATE                  MD
ZIP                    209060000
  MORT                  $  28,100.00 
  BAL                   $        28,100.00 
  RATE                     9.990 
  PAI                   $         270.98 
  CLTV                  84.990 
MATURITY               180409
FEE                    0.5000

LOAN                   0000022044861
LAST_NAME              BEARD
ADDRESS                2305 DAWSON STREET
CITY                   HILLCREST H
STATE                  MD
ZIP                    207480000
  MORT                  $144,000.00 
  BAL                   $      143,778.56 
  RATE                     8.800 
  PAI                   $      1,277.14 
  CLTV                  90.000 
MATURITY               180415
FEE                    0.5000

LOAN                   0000022044879
LAST_NAME              KNIGHTS
ADDRESS                319 SULLIVAN STREET
CITY                   ELMIRA
STATE                  NY
ZIP                    149010000
  MORT                  $  38,200.00 
  BAL                   $        38,048.42 
  RATE                     9.990 
  PAI                   $         368.39 
  CLTV                  73.461 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022044986
LAST_NAME              O'FLAHERTY
ADDRESS                178 DRAKE LANE
CITY                   ROXURY TOWN
STATE                  NJ
ZIP                    078520000
  MORT                  $  92,000.00 
  BAL                   $        91,853.27 
  RATE                     8.500 
  PAI                   $         798.40 
  CLTV                  78.632 
MATURITY               180413
FEE                    0.5000

LOAN                   0000022045033
LAST_NAME              WOODY
ADDRESS                7650 S ST. LAWRENCE AVENU
CITY                   CHICAGO
STATE                  IL
ZIP                    606190000
  MORT                  $102,000.00 
  BAL                   $      101,953.41 
  RATE                     9.850 
  PAI                   $         883.84 
  CLTV                  85.000 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022045041
LAST_NAME              POGE
ADDRESS                522 KENYON STREET NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200100000
  MORT                  $  33,000.00 
  BAL                   $        32,892.59 
  RATE                     9.900 
  PAI                   $         287.16 
  CLTV                  40.740 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022045058
LAST_NAME              BUSHEY
ADDRESS                274 NORTH MAIN STREET
CITY                   LANESBORO
STATE                  MA
ZIP                    012370000
  MORT                  $108,000.00 
  BAL                   $      107,838.09 
  RATE                     8.990 
  PAI                   $         971.01 
  CLTV                  80.000 
MATURITY               180413
FEE                    0.5000

LOAN                   0000022045082
LAST_NAME              CONNELLY
ADDRESS                183 WILBUR STREET
CITY                   UTICA
STATE                  NY
ZIP                    135020000
  MORT                  $  42,100.00 
  BAL                   $        41,988.64 
  RATE                     8.990 
  PAI                   $         426.76 
  CLTV                  49.822 
MATURITY               130407
FEE                    0.5000

LOAN                   0000022045108
LAST_NAME              FRANKLIN
ADDRESS                213 THIRD AVENUE
CITY                   JOLIET
STATE                  IL
ZIP                    604330000
  MORT                  $  53,250.00 
  BAL                   $        53,104.55 
  RATE                     9.750 
  PAI                   $         505.09 
  CLTV                  79.477 
MATURITY               180327
FEE                    0.5000


                          Page 58
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022045116
LAST_NAME              IMANISHI-KAR
ADDRESS                61 WALNUT STREET
CITY                   SOMERVILLE
STATE                  MA
ZIP                    021430000
  MORT                  $  39,400.00 
  BAL                   $        39,313.27 
  RATE                   10.990 
  PAI                   $         447.57 
  CLTV                  71.986 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022045157
LAST_NAME              PEDRONCELLI
ADDRESS                1926 DE BACA CIRCLE
CITY                   ALBUQUERQUE
STATE                  NM
ZIP                    871050000
  MORT                  $  68,800.00 
  BAL                   $        68,800.00 
  RATE                     8.990 
  PAI                   $         576.90 
  CLTV                  80.000 
MATURITY               230420
FEE                    0.5000

LOAN                   0000022045207
LAST_NAME              LEWIS
ADDRESS                10524 ELK AVENUE
CITY                   CLEVELAND
STATE                  OH
ZIP                    441080000
  MORT                  $  65,200.00 
  BAL                   $        65,200.00 
  RATE                     8.150 
  PAI                   $         485.25 
  CLTV                  76.705 
MATURITY               130526
FEE                    0.5000

LOAN                   0000022045249
LAST_NAME              POLON
ADDRESS                51 SHERMAN AVENUE
CITY                   PISCATAWAY
STATE                  NJ
ZIP                    088540000
  MORT                  $  96,000.00 
  BAL                   $        95,754.19 
  RATE                   10.250 
  PAI                   $         942.38 
  CLTV                  83.478 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022045280
LAST_NAME              SCALLAN
ADDRESS                607 OUTER DRIVE
CITY                   FRANKFORT
STATE                  IN
ZIP                    460410000
  MORT                  $  50,800.00 
  BAL                   $        50,721.49 
  RATE                     8.750 
  PAI                   $         448.93 
  CLTV                  73.623 
MATURITY               180413
FEE                    0.5000

LOAN                   0000022045322
LAST_NAME              TAFFET
ADDRESS                37 BAY STREET
CITY                   BRONX
STATE                  NY
ZIP                    104640000
  MORT                  $  50,000.00 
  BAL                   $        49,908.96 
  RATE                   12.990 
  PAI                   $         632.29 
  CLTV                  96.979 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022045363
LAST_NAME              SCHROEDER
ADDRESS                15663 WILLIAMS STREET
CITY                   LIVONIA
STATE                  MI
ZIP                    481540000
  MORT                  $  90,000.00 
  BAL                   $        90,000.00 
  RATE                     7.850 
  PAI                   $         852.32 
  CLTV                  50.420 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022045371
LAST_NAME              FIELD
ADDRESS                350 C LOYOLA DRIVE
CITY                   ELGIN
STATE                  IL
ZIP                    601230000
  MORT                  $  22,000.00 
  BAL                   $        21,949.31 
  RATE                   10.500 
  PAI                   $         243.19 
  CLTV                  66.747 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022045397
LAST_NAME              HATFIELD
ADDRESS                4355 SPRINGFIELD-XENIA RD
CITY                   SPRINGFIELD
STATE                  OH
ZIP                    455060000
  MORT                  $100,000.00 
  BAL                   $        99,775.95 
  RATE                     7.500 
  PAI                   $         699.22 
  CLTV                  80.000 
MATURITY               130227
FEE                    0.5000

LOAN                   0000022045405
LAST_NAME              PISZCZOR
ADDRESS                168 WEST JACKSON STREET
CITY                   PAINESVILLE
STATE                  OH
ZIP                    440770000
  MORT                  $  36,900.00 
  BAL                   $        36,900.00 
  RATE                     9.250 
  PAI                   $         303.57 
  CLTV                  90.000 
MATURITY               280527
FEE                    0.5000

LOAN                   0000022045413
LAST_NAME              HARVEY
ADDRESS                765 MOSS ROAD
CITY                   CLEVELAND
STATE                  NY
ZIP                    130420000
  MORT                  $  63,200.00 
  BAL                   $        63,105.25 
  RATE                     8.990 
  PAI                   $         568.22 
  CLTV                  80.000 
MATURITY               180327
FEE                    0.5000

LOAN                   0000022045421
LAST_NAME              SCALES
ADDRESS                1905 BARLOWE PLACE
CITY                   HYATTSVILLE
STATE                  MD
ZIP                    207850000
  MORT                  $  60,000.00 
  BAL                   $        59,912.98 
  RATE                     9.250 
  PAI                   $         549.52 
  CLTV                  80.000 
MATURITY               180330
FEE                    0.5000

LOAN                   0000022045439
LAST_NAME              SCHARSCH
ADDRESS                36373 HIGHWAY 44
CITY                   SHINGLETOWN
STATE                  CA
ZIP                    960880000
  MORT                  $  78,625.00 
  BAL                   $        78,581.60 
  RATE                     8.950 
  PAI                   $         629.81 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022045447
LAST_NAME              MITCHELL
ADDRESS                119 WASHINGTON STREET
CITY                   MT VERNON
STATE                  NY
ZIP                    105500000
  MORT                  $  74,500.00 
  BAL                   $        74,457.14 
  RATE                     8.750 
  PAI                   $         586.09 
  CLTV                  50.680 
MATURITY               130330
FEE                    0.5000

LOAN                   0000022045454
LAST_NAME              MORANO
ADDRESS                13 N 340 HIGHWAY 47
CITY                   HAMPSHIRE
STATE                  IL
ZIP                    601400000
  MORT                  $110,400.00 
  BAL                   $      110,234.49 
  RATE                     8.990 
  PAI                   $         992.59 
  CLTV                  77.202 
MATURITY               180327
FEE                    0.5000

LOAN                   0000022045470
LAST_NAME              MONTGOMERY
ADDRESS                547 ADELAIDE STREET
CITY                   CARTHAGE
STATE                  NY
ZIP                    136190000
  MORT                  $  48,000.00 
  BAL                   $        47,873.04 
  RATE                     8.990 
  PAI                   $         486.56 
  CLTV                  80.000 
MATURITY               130417
FEE                    0.5000

LOAN                   0000022045488
LAST_NAME              MURPHY
ADDRESS                2409 YARMOUTH LANE
CITY                   CROFTON
STATE                  MD
ZIP                    211140000
  MORT                  $115,600.00 
  BAL                   $      115,554.06 
  RATE                   10.500 
  PAI                   $      1,057.44 
  CLTV                  85.000 
MATURITY               280409
FEE                    0.5000

LOAN                   0000022045504
LAST_NAME              WILLIAMS
ADDRESS                215 THOMAS AVENUE
CITY                   FREDERICK
STATE                  MD
ZIP                    217010000
  MORT                  $  62,000.00 
  BAL                   $        61,969.44 
  RATE                     9.490 
  PAI                   $         520.88 
  CLTV                  67.391 
MATURITY               280416
FEE                    0.5000

LOAN                   0000022045512
LAST_NAME              OLAH
ADDRESS                15705 SOUTH MIDWAY
CITY                   ALLEN PARK
STATE                  MI
ZIP                    481010000
  MORT                  $  31,300.00 
  BAL                   $        30,891.66 
  RATE                     9.650 
  PAI                   $         407.59 
  CLTV                  16.737 
MATURITY               80416
FEE                    0.5000

LOAN                   0000022045546
LAST_NAME              GIBSON
ADDRESS                6602 G STREET
CITY                   CAPITOL HEI
STATE                  MD
ZIP                    207430000
  MORT                  $  77,600.00 
  BAL                   $        77,555.82 
  RATE                     8.800 
  PAI                   $         613.25 
  CLTV                  80.000 
MATURITY               130421
FEE                    0.5000

LOAN                   0000022045553
LAST_NAME              HORROCKS
ADDRESS                1306 EAST STREET
CITY                   WOODRIDGE
STATE                  VA
ZIP                    221910000
  MORT                  $  88,000.00 
  BAL                   $        87,787.49 
  RATE                     9.990 
  PAI                   $         945.11 
  CLTV                  80.000 
MATURITY               130408
FEE                    0.5000

LOAN                   0000022045611
LAST_NAME              STEGNER
ADDRESS                620 CHRISTYANN STREET
CITY                   MISHAWAKA
STATE                  IN
ZIP                    465440000
  MORT                  $  42,400.00 
  BAL                   $        42,331.09 
  RATE                     8.350 
  PAI                   $         363.94 
  CLTV                  80.000 
MATURITY               180407
FEE                    0.5000

LOAN                   0000022045629
LAST_NAME              WALLACE
ADDRESS                2412 ST CLAIR DRIVE
CITY                   TEMPLE HILL
STATE                  MD
ZIP                    207480000
  MORT                  $  87,000.00 
  BAL                   $        86,961.44 
  RATE                     9.990 
  PAI                   $         762.84 
  CLTV                  79.090 
MATURITY               280424
FEE                    0.5000

LOAN                   0000022045637
LAST_NAME              WALL
ADDRESS                35 MITCHELL PLACE
CITY                   LACKAWANNA
STATE                  NY
ZIP                    142180000
  MORT                  $  58,700.00 
  BAL                   $        58,700.00 
  RATE                     8.500 
  PAI                   $         509.41 
  CLTV                  76.732 
MATURITY               180403
FEE                    0.5000

LOAN                   0000022045694
LAST_NAME              MASON
ADDRESS                12775 LAPLATA RD
CITY                   WALDORF
STATE                  MD
ZIP                    206020000
  MORT                  $  55,000.00 
  BAL                   $        54,697.68 
  RATE                     7.900 
  PAI                   $         664.40 
  CLTV                  29.891 
MATURITY               80407
FEE                    0.5000

LOAN                   0000022045710
LAST_NAME              RUDISILL
ADDRESS                612 QUACKENBOS STREET NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $  49,000.00 
  BAL                   $        48,973.17 
  RATE                     8.990 
  PAI                   $         393.92 
  CLTV                  32.666 
MATURITY               280415
FEE                    0.5000

LOAN                   0000022045728
LAST_NAME              EVERETTE
ADDRESS                1825 29TH STREET SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200200000
  MORT                  $  44,500.00 
  BAL                   $        44,475.64 
  RATE                     8.990 
  PAI                   $         357.74 
  CLTV                  42.380 
MATURITY               280410
FEE                    0.5000

LOAN                   0000022045744
LAST_NAME              MACMILLAN
ADDRESS                4918 78TH AVENUE
CITY                   HYATTSVILLE
STATE                  MD
ZIP                    207840000
  MORT                  $  73,600.00 
  BAL                   $        73,562.24 
  RATE                     9.300 
  PAI                   $         608.16 
  CLTV                  80.000 
MATURITY               130327
FEE                    0.5000

LOAN                   0000022045751
LAST_NAME              JACKSON
ADDRESS                2137 CLIFTWOOD AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212130000
  MORT                  $  37,400.00 
  BAL                   $        37,400.00 
  RATE                     9.990 
  PAI                   $         360.68 
  CLTV                  85.000 
MATURITY               180411
FEE                    0.5000

LOAN                   0000022045769
LAST_NAME              POWELL
ADDRESS                4705 PILGRIM ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212140000
  MORT                  $  62,000.00 
  BAL                   $        61,965.78 
  RATE                     8.950 
  PAI                   $         496.64 
  CLTV                  80.000 
MATURITY               130415
FEE                    0.5000

LOAN                   0000022045801
LAST_NAME              NEMBHARD
ADDRESS                936 WHITE OAK DRIVE
CITY                   OXON HILL
STATE                  MD
ZIP                    207450000
  MORT                  $  20,000.00 
  BAL                   $        19,631.00 
  RATE                     8.700 
  PAI                   $         250.12 
  CLTV                  15.384 
MATURITY               80415
FEE                    0.5000

LOAN                   0000022045827
LAST_NAME              GOLDEN
ADDRESS                3716 UTAH AVENUE
CITY                   BRENTWOOD
STATE                  MD
ZIP                    207220000
  MORT                  $  88,000.00 
  BAL                   $        87,772.76 
  RATE                     8.250 
  PAI                   $         661.12 
  CLTV                  80.000 
MATURITY               130410
FEE                    0.5000

LOAN                   0000022045850
LAST_NAME              SANCHEZ
ADDRESS                2735 E JEROME AVENUE
CITY                   MESA
STATE                  AZ
ZIP                    852040000
  MORT                  $  12,000.00 
  BAL                   $        12,000.00 
  RATE                     9.900 
  PAI                   $         115.01 
  CLTV                  77.533 
MATURITY               180406
FEE                    0.5000

LOAN                   0000022045876
LAST_NAME              WOOMER
ADDRESS                3518 BLENHEIM ROAD
CITY                   PHOENIX
STATE                  MD
ZIP                    211310000
  MORT                  $201,500.00 
  BAL                   $      201,327.32 
  RATE                     8.490 
  PAI                   $      1,547.94 
  CLTV                  85.562 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022045942
LAST_NAME              ELSBERRY
ADDRESS                1311 WALLACH PLACE NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200090000
  MORT                  $  51,800.00 
  BAL                   $        51,776.19 
  RATE                     9.850 
  PAI                   $         448.86 
  CLTV                  70.000 
MATURITY               130417
FEE                    0.5000

LOAN                   0000022045959
LAST_NAME              AKERS
ADDRESS                3912 HALSEY STREET
CITY                   KENSINGTON
STATE                  MD
ZIP                    208950000
  MORT                  $  70,000.00 
  BAL                   $        70,000.00 
  RATE                     7.950 
  PAI                   $         511.20 
  CLTV                  49.469 
MATURITY               280407
FEE                    0.5000

LOAN                   0000022045991
LAST_NAME              BOLMER
ADDRESS                116 WASHINGTON STREET
CITY                   STEWARTSVIL
STATE                  NJ
ZIP                    088860000
  MORT                  $  95,000.00 
  BAL                   $        94,484.59 
  RATE                     8.750 
  PAI                   $         949.48 
  CLTV                  67.857 
MATURITY               130326
FEE                    0.5000

LOAN                   0000022046007
LAST_NAME              MCKIE
ADDRESS                5807 LEETE ROAD
CITY                   LOCKPORT
STATE                  NY
ZIP                    140940000
  MORT                  $165,150.00 
  BAL                   $      165,150.00 
  RATE                     9.050 
  PAI                   $      2,096.53 
  CLTV                  90.000 
MATURITY               80526
FEE                    0.5000

LOAN                   0000022046015
LAST_NAME              YADON
ADDRESS                1224 SOUTH HARRISON
CITY                   DENVER
STATE                  CO
ZIP                    802100000
  MORT                  $128,000.00 
  BAL                   $      128,000.00 
  RATE                     7.850 
  PAI                   $         925.87 
  CLTV                  80.000 
MATURITY               280522
FEE                    0.5000

LOAN                   0000022046031
LAST_NAME              HAWKINS
ADDRESS                3406 23RD STREET SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200200000
  MORT                  $  69,600.00 
  BAL                   $        69,600.00 
  RATE                     9.990 
  PAI                   $         610.28 
  CLTV                  80.000 
MATURITY               130410
FEE                    0.5000

LOAN                   0000022046064
LAST_NAME              DONALDSON
ADDRESS                1724 STURBRIDGE DRIVE
CITY                   SEWICKLEY
STATE                  PA
ZIP                    151430000
  MORT                  $450,000.00 
  BAL                   $      450,000.00 
  RATE                     8.900 
  PAI                   $      3,588.48 
  CLTV                  83.333 
MATURITY               280528
FEE                    0.5000


                          Page 59
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022046098
LAST_NAME              DAU
ADDRESS                126 VANTROBA DRIVE
CITY                   GLENDALE HE
STATE                  IL
ZIP                    601390000
  MORT                  $  25,900.00 
  BAL                   $        25,834.59 
  RATE                     9.500 
  PAI                   $         270.45 
  CLTV                  17.862 
MATURITY               130414
FEE                    0.5000

LOAN                   0000022046106
LAST_NAME              SINGLETON
ADDRESS                 RT 2, BOX 483
CITY                   KENTS STORE
STATE                  VA
ZIP                    230840000
  MORT                  $133,120.00 
  BAL                   $      133,120.00 
  RATE                     8.600 
  PAI                   $      1,033.03 
  CLTV                  80.000 
MATURITY               280518
FEE                    0.5000

LOAN                   0000022046130
LAST_NAME              BRINKLEY
ADDRESS                1824 S 16TH STREET
CITY                   SPRINGFIELD
STATE                  IL
ZIP                    627030000
  MORT                  $  28,600.00 
  BAL                   $        28,600.00 
  RATE                     9.990 
  PAI                   $         307.16 
  CLTV                  86.666 
MATURITY               130414
FEE                    0.5000

LOAN                   0000022046189
LAST_NAME              MASTERS
ADDRESS                5 CHISHOLM TRAIL COURT
CITY                   SAINT CHARL
STATE                  MO
ZIP                    633040000
  MORT                  $  92,000.00 
  BAL                   $        92,000.00 
  RATE                     8.990 
  PAI                   $         739.59 
  CLTV                  80.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022046221
LAST_NAME              JONES
ADDRESS                8709 FOREST AVENUE
CITY                   CHARLACK
STATE                  MO
ZIP                    631140000
  MORT                  $  48,400.00 
  BAL                   $        48,400.00 
  RATE                   11.250 
  PAI                   $         483.15 
  CLTV                  80.000 
MATURITY               230501
FEE                    0.5000

LOAN                   0000022046304
LAST_NAME              DILLARD
ADDRESS                3012 COLE CREEK ROAD
CITY                   ROCKY MOUNT
STATE                  VA
ZIP                    241510000
  MORT                  $  65,600.00 
  BAL                   $        65,600.00 
  RATE                   11.490 
  PAI                   $         699.13 
  CLTV                  80.000 
MATURITY               180520
FEE                    0.5000

LOAN                   0000022046346
LAST_NAME              CHANCE
ADDRESS                6410 WEST TUNG AVENUE
CITY                   THEODORE
STATE                  AL
ZIP                    365820000
  MORT                  $  55,000.00 
  BAL                   $        55,000.00 
  RATE                     8.700 
  PAI                   $         687.82 
  CLTV                  71.895 
MATURITY               80515
FEE                    0.5000

LOAN                   0000022046379
LAST_NAME              ELGIN
ADDRESS                7520 DREXEL
CITY                   UNIVERSITY
STATE                  MO
ZIP                    631300000
  MORT                  $  42,250.00 
  BAL                   $        42,250.00 
  RATE                   10.600 
  PAI                   $         401.94 
  CLTV                  57.094 
MATURITY               230501
FEE                    0.5000

LOAN                   0000022046395
LAST_NAME              CARNES
ADDRESS                6430 RIDGE AVENUE
CITY                   SAINT RIDGE
STATE                  MO
ZIP                    631330000
  MORT                  $  41,850.00 
  BAL                   $        41,820.02 
  RATE                   11.000 
  PAI                   $         398.55 
  CLTV                  90.000 
MATURITY               130417
FEE                    0.5000

LOAN                   0000022046411
LAST_NAME              PREE
ADDRESS                5346 NEOSHO STREET
CITY                   SAINT LOUIS
STATE                  MO
ZIP                    631090000
  MORT                  $  56,000.00 
  BAL                   $        56,000.00 
  RATE                   10.190 
  PAI                   $         745.95 
  CLTV                  80.000 
MATURITY               80501
FEE                    0.5000

LOAN                   0000022046510
LAST_NAME              LOEFFELMAN
ADDRESS                8322 GARFIELD
CITY                   VINITA PARK
STATE                  MO
ZIP                    631140000
  MORT                  $  19,100.00 
  BAL                   $        19,052.42 
  RATE                     9.650 
  PAI                   $         201.18 
  CLTV                  44.418 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022046619
LAST_NAME              CLINTON
ADDRESS                8334 HATINA DRIVE
CITY                   BERKELEY
STATE                  MO
ZIP                    631340000
  MORT                  $  38,500.00 
  BAL                   $        38,500.00 
  RATE                     8.990 
  PAI                   $         487.50 
  CLTV                  77.000 
MATURITY               80501
FEE                    0.5000

LOAN                   0000022046627
LAST_NAME              WILLIAMS
ADDRESS                319 SUNSET COURT
CITY                   MONROE
STATE                  OH
ZIP                    450500000
  MORT                  $  77,500.00 
  BAL                   $        77,500.00 
  RATE                     8.990 
  PAI                   $         696.79 
  CLTV                  77.500 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022046668
LAST_NAME              SHAW
ADDRESS                7041 S WABASH
CITY                   CHICAGO
STATE                  IL
ZIP                    606370000
  MORT                  $103,500.00 
  BAL                   $      103,448.00 
  RATE                     9.400 
  PAI                   $         862.75 
  CLTV                  79.007 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022046742
LAST_NAME              HOYE
ADDRESS                5526 S OAKLEY
CITY                   CHICAGO
STATE                  IL
ZIP                    606360000
  MORT                  $  27,000.00 
  BAL                   $        26,973.31 
  RATE                     9.500 
  PAI                   $         227.04 
  CLTV                  54.000 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022047088
LAST_NAME              CHILDERS
ADDRESS                9161 HWY 73 WEST
CITY                   CONCORD
STATE                  NC
ZIP                    280270000
  MORT                  $  78,400.00 
  BAL                   $        78,322.40 
  RATE                     9.490 
  PAI                   $         658.66 
  CLTV                  80.000 
MATURITY               130306
FEE                    0.5000

LOAN                   0000022047393
LAST_NAME              PILOTTE
ADDRESS                3181 COUNTY ROAD 1141
CITY                   CULLMAN
STATE                  AL
ZIP                    350570000
  MORT                  $  43,200.00 
  BAL                   $        43,114.34 
  RATE                   12.100 
  PAI                   $         521.26 
  CLTV                  80.000 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022047419
LAST_NAME              GARNER
ADDRESS                1003 DOVER AVE
CITY                   SHEFFIELD
STATE                  AL
ZIP                    356600000
  MORT                  $  51,300.00 
  BAL                   $        51,185.59 
  RATE                   10.850 
  PAI                   $         578.25 
  CLTV                  90.000 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022047468
LAST_NAME              HAHN
ADDRESS                8837 PEEBLES ROAD
CITY                   ALLISON PAR
STATE                  PA
ZIP                    151010000
  MORT                  $  73,000.00 
  BAL                   $        73,000.00 
  RATE                     8.450 
  PAI                   $         631.21 
  CLTV                  79.347 
MATURITY               180520
FEE                    0.5000

LOAN                   0000022047484
LAST_NAME              HANSEN
ADDRESS                658 CLOVER LANE
CITY                   CRESTWOOD
STATE                  MO
ZIP                    631260000
  MORT                  $  78,200.00 
  BAL                   $        78,200.00 
  RATE                   10.600 
  PAI                   $         786.00 
  CLTV                  85.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022047567
LAST_NAME              MAGILL
ADDRESS                100 SPARKS AVENUE
CITY                   PENNSVILLE
STATE                  NJ
ZIP                    080700000
  MORT                  $  96,900.00 
  BAL                   $        96,900.00 
  RATE                     9.500 
  PAI                   $         814.79 
  CLTV                  85.000 
MATURITY               280519
FEE                    0.5000

LOAN                   0000022047716
LAST_NAME              COUITT
ADDRESS                22 ROSEDALE DRIVE
CITY                   BRISTOL
STATE                  RI
ZIP                    028090000
  MORT                  $  72,000.00 
  BAL                   $        72,000.00 
  RATE                     8.200 
  PAI                   $         538.39 
  CLTV                  80.000 
MATURITY               280528
FEE                    0.5000

LOAN                   0000022047815
LAST_NAME              CARBO
ADDRESS                1906 STUMPF BOULEVARD
CITY                   GRETNA
STATE                  LA
ZIP                    700560000
  MORT                  $  59,500.00 
  BAL                   $        59,500.00 
  RATE                     9.150 
  PAI                   $         485.19 
  CLTV                  85.000 
MATURITY               280528
FEE                    0.5000

LOAN                   0000022047948
LAST_NAME              SARGENT
ADDRESS                54 STEPHEN DRIVE
CITY                   GLENDORA
STATE                  NJ
ZIP                    080290000
  MORT                  $  37,700.00 
  BAL                   $        37,700.00 
  RATE                     9.400 
  PAI                   $         314.26 
  CLTV                  34.272 
MATURITY               280515
FEE                    0.5000

LOAN                   0000022048219
LAST_NAME              BRANCO
ADDRESS                8 SWEENEY LANE
CITY                   BRISTOL
STATE                  RI
ZIP                    028090000
  MORT                  $  92,800.00 
  BAL                   $        92,800.00 
  RATE                     8.650 
  PAI                   $         723.45 
  CLTV                  80.000 
MATURITY               280514
FEE                    0.5000

LOAN                   0000022048334
LAST_NAME              HOLMES
ADDRESS                715 S VARR AVENUE
CITY                   COCOA
STATE                  FL
ZIP                    329220000
  MORT                  $  78,300.00 
  BAL                   $        78,300.00 
  RATE                     9.990 
  PAI                   $         755.10 
  CLTV                  90.000 
MATURITY               180429
FEE                    0.5000

LOAN                   0000022048383
LAST_NAME              DEWEESE
ADDRESS                2861 WACO DRIVE EAST
CITY                   DELTONA
STATE                  FL
ZIP                    327380000
  MORT                  $  67,500.00 
  BAL                   $        67,500.00 
  RATE                     9.250 
  PAI                   $         618.22 
  CLTV                  90.000 
MATURITY               180424
FEE                    0.5000

LOAN                   0000022048391
LAST_NAME              VIERRA
ADDRESS                17 LUNN STREET
CITY                   EAST PROVID
STATE                  RI
ZIP                    029150000
  MORT                  $  24,000.00 
  BAL                   $        24,000.00 
  RATE                     8.500 
  PAI                   $         236.34 
  CLTV                  67.002 
MATURITY               130515
FEE                    0.5000

LOAN                   0000022048425
LAST_NAME              MERCADO
ADDRESS                611 E 5TH STREET
CITY                   LAKEWOOD
STATE                  NJ
ZIP                    087010000
  MORT                  $  60,000.00 
  BAL                   $        59,909.59 
  RATE                     8.950 
  PAI                   $         537.91 
  CLTV                  75.000 
MATURITY               180408
FEE                    0.5000

LOAN                   0000022048565
LAST_NAME              SWETLAND
ADDRESS                53 TAPPAN AVENUE
CITY                   BABYLON
STATE                  NY
ZIP                    117020000
  MORT                  $105,400.00 
  BAL                   $      105,119.42 
  RATE                     9.950 
  PAI                   $      1,013.65 
  CLTV                  85.000 
MATURITY               180221
FEE                    0.5000

LOAN                   0000022048573
LAST_NAME              COX
ADDRESS                1132 DELAWARE AVENUE
CITY                   CHURCHTON
STATE                  MD
ZIP                    207330000
  MORT                  $172,350.00 
  BAL                   $      172,350.00 
  RATE                     9.650 
  PAI                   $      1,468.12 
  CLTV                  90.000 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022048631
LAST_NAME              WELLMAN
ADDRESS                14 MOUNTVIEW AVENUE
CITY                   WALTHAM
STATE                  MA
ZIP                    021540000
  MORT                  $134,200.00 
  BAL                   $      134,200.00 
  RATE                     9.150 
  PAI                   $      1,094.32 
  CLTV                  78.023 
MATURITY               280528
FEE                    0.5000

LOAN                   0000022048656
LAST_NAME              CRIDER
ADDRESS                2110 49TH STREET EAST
CITY                   PALMETTO
STATE                  FL
ZIP                    342210000
  MORT                  $  88,000.00 
  BAL                   $        87,568.91 
  RATE                     8.300 
  PAI                   $         664.21 
  CLTV                  67.692 
MATURITY               271002
FEE                    0.5000

LOAN                   0000022048680
LAST_NAME              ELLIS
ADDRESS                7500 SW 20TH STREET
CITY                   PLANTATION
STATE                  FL
ZIP                    333170000
  MORT                  $142,350.00 
  BAL                   $      138,919.65 
  RATE                     8.250 
  PAI                   $      1,212.92 
  CLTV                  76.945 
MATURITY               170222
FEE                    0.5000

LOAN                   0000022048722
LAST_NAME              MARSHALL
ADDRESS                956 W 133RD CIRCLE
CITY                   WESTMINSTER
STATE                  CO
ZIP                    802340000
  MORT                  $  84,000.00 
  BAL                   $        83,900.36 
  RATE                     8.620 
  PAI                   $         653.04 
  CLTV                  76.363 
MATURITY               280227
FEE                    0.5000

LOAN                   0000022048763
LAST_NAME              BROWN
ADDRESS                 RT 2 BOX 490
CITY                   INTERLACHEN
STATE                  FL
ZIP                    321480000
  MORT                  $  44,000.00 
  BAL                   $        43,801.48 
  RATE                     8.300 
  PAI                   $         332.11 
  CLTV                  80.000 
MATURITY               271013
FEE                    0.5000

LOAN                   0000022048789
LAST_NAME              SHAHAN
ADDRESS                120 CLIFTON ROAD
CITY                   HOLLYWOOD
STATE                  FL
ZIP                    330230000
  MORT                  $  42,500.00 
  BAL                   $        42,336.27 
  RATE                     8.300 
  PAI                   $         320.78 
  CLTV                  47.222 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022048854
LAST_NAME              MARTIN
ADDRESS                8484 LANTANA DRIVE
CITY                   LARGO
STATE                  FL
ZIP                    337770000
  MORT                  $  41,600.00 
  BAL                   $        41,477.96 
  RATE                     8.300 
  PAI                   $         313.99 
  CLTV                  64.000 
MATURITY               280102
FEE                    0.5000

LOAN                   0000022048870
LAST_NAME              JOLICOEUR
ADDRESS                1980 PHILLIPS ROAD
CITY                   ALVA
STATE                  FL
ZIP                    339200000
  MORT                  $  90,000.00 
  BAL                   $        89,593.98 
  RATE                     8.300 
  PAI                   $         679.31 
  CLTV                  78.260 
MATURITY               270909
FEE                    0.5000

LOAN                   0000022048888
LAST_NAME              CLARKE
ADDRESS                26387 GUAYAQUIL DRIVE
CITY                   PUNTA GORDA
STATE                  FL
ZIP                    339830000
  MORT                  $128,000.00 
  BAL                   $      127,590.43 
  RATE                     8.300 
  PAI                   $         966.12 
  CLTV                  77.575 
MATURITY               271202
FEE                    0.5000

LOAN                   0000022048920
LAST_NAME              GROGAN
ADDRESS                 RT 1 BX 32 TURNER TOW
CITY                   NEEDHAM
STATE                  AL
ZIP                    369150000
  MORT                  $  22,500.00 
  BAL                   $        22,500.00 
  RATE                   11.790 
  PAI                   $         267.01 
  CLTV                  63.888 
MATURITY               130413
FEE                    0.5000


                          Page 60
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022048946
LAST_NAME              HEARST
ADDRESS                8407 THORNBERRY DRIVE
CITY                   UPPER MARLB
STATE                  MD
ZIP                    207740000
  MORT                  $140,400.00 
  BAL                   $      140,400.00 
  RATE                     8.990 
  PAI                   $      1,128.69 
  CLTV                  90.000 
MATURITY               280429
FEE                    0.5000

LOAN                   0000022048953
LAST_NAME              WILSON
ADDRESS                623 W KNOLLCREST DR.
CITY                   PEORIA
STATE                  IL
ZIP                    616140000
  MORT                  $  76,800.00 
  BAL                   $        76,453.59 
  RATE                     8.300 
  PAI                   $         579.67 
  CLTV                  80.000 
MATURITY               270926
FEE                    0.5000

LOAN                   0000022048979
LAST_NAME              SALDANA
ADDRESS                1301 SOUTH STREET
CITY                   LAMAR
STATE                  CO
ZIP                    810520000
  MORT                  $  60,000.00 
  BAL                   $        59,479.92 
  RATE                     8.400 
  PAI                   $         457.10 
  CLTV                  80.000 
MATURITY               270404
FEE                    0.5000

LOAN                   0000022049035
LAST_NAME              LEWIS
ADDRESS                1712 GIEGEL AVENUE
CITY                   ORLANDO
STATE                  FL
ZIP                    328060000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                     7.990 
  PAI                   $         329.89 
  CLTV                  60.000 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022049068
LAST_NAME              MAGRUDER
ADDRESS                6407 61ST PLACE
CITY                   RIVERDALE
STATE                  MD
ZIP                    207370000
  MORT                  $  91,000.00 
  BAL                   $        91,000.00 
  RATE                     8.250 
  PAI                   $         683.66 
  CLTV                  79.130 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022049233
LAST_NAME              WARD
ADDRESS                19401 JUSTINE STREET
CITY                   DETROIT
STATE                  MI
ZIP                    482340000
  MORT                  $  40,500.00 
  BAL                   $        40,474.26 
  RATE                   11.550 
  PAI                   $         402.62 
  CLTV                  90.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022049456
LAST_NAME              POTTLE
ADDRESS                9 SUNRISE COURT
CITY                   SPARTA
STATE                  NJ
ZIP                    078710000
  MORT                  $262,500.00 
  BAL                   $      262,355.11 
  RATE                     8.950 
  PAI                   $      2,102.70 
  CLTV                  74.573 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022049522
LAST_NAME              RAYNER
ADDRESS                748 NORWAY AVENUE
CITY                   HAMILTON
STATE                  NJ
ZIP                    086290000
  MORT                  $  53,600.00 
  BAL                   $        53,600.00 
  RATE                     9.700 
  PAI                   $         506.64 
  CLTV                  40.606 
MATURITY               180523
FEE                    0.5000

LOAN                   0000022049688
LAST_NAME              BATTLE
ADDRESS                19 CRITTENDEN STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $  52,000.00 
  BAL                   $        51,971.54 
  RATE                     8.990 
  PAI                   $         418.03 
  CLTV                  45.217 
MATURITY               280428
FEE                    0.5000

LOAN                   0000022049720
LAST_NAME              TAYLOR
ADDRESS                4104 20TH STREET N.E.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200180000
  MORT                  $113,000.00 
  BAL                   $      113,000.00 
  RATE                     9.800 
  PAI                   $         975.00 
  CLTV                  72.903 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022049738
LAST_NAME              MILLER
ADDRESS                1109 KERSEY ROAD
CITY                   SILVER SPRI
STATE                  MD
ZIP                    209020000
  MORT                  $145,000.00 
  BAL                   $      145,000.00 
  RATE                     8.950 
  PAI                   $      1,161.49 
  CLTV                  69.047 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022049746
LAST_NAME              BENNER
ADDRESS                1929 BRYN MAWR AVENUE
CITY                   HADDON HEIG
STATE                  NJ
ZIP                    080350000
  MORT                  $  62,500.00 
  BAL                   $        62,500.00 
  RATE                     9.250 
  PAI                   $         535.24 
  CLTV                  69.444 
MATURITY               230523
FEE                    0.5000

LOAN                   0000022049845
LAST_NAME              CADOLINO
ADDRESS                182 NEW HAMPSHIRE AVENUE
CITY                   MASSAPEQUA
STATE                  NY
ZIP                    117580000
  MORT                  $184,500.00 
  BAL                   $      184,500.00 
  RATE                     9.750 
  PAI                   $      1,585.14 
  CLTV                  87.857 
MATURITY               280429
FEE                    0.5000

LOAN                   0000022049860
LAST_NAME              BENNETT
ADDRESS                1336 W. 24TH STREET
CITY                   RIVIERA BEA
STATE                  FL
ZIP                    334040000
  MORT                  $  22,500.00 
  BAL                   $        22,500.00 
  RATE                     9.200 
  PAI                   $         469.26 
  CLTV                  61.747 
MATURITY               30528
FEE                    0.5000

LOAN                   0000022049928
LAST_NAME              DANIEL
ADDRESS                814 K STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $  64,400.00 
  BAL                   $        64,400.00 
  RATE                     9.850 
  PAI                   $         558.04 
  CLTV                  70.000 
MATURITY               280427
FEE                    0.5000

LOAN                   0000022049944
LAST_NAME              RODRIGUEZ-RE
ADDRESS                1224 G STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $132,000.00 
  BAL                   $      132,000.00 
  RATE                     8.700 
  PAI                   $      1,033.74 
  CLTV                  80.000 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022049951
LAST_NAME              MILLS
ADDRESS                4224 GRANT STREET NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200190000
  MORT                  $  86,800.00 
  BAL                   $        86,800.00 
  RATE                     9.750 
  PAI                   $         745.75 
  CLTV                  80.000 
MATURITY               280429
FEE                    0.5000

LOAN                   0000022049993
LAST_NAME              TRAVERS
ADDRESS                2342 HUNTER PLACE S.E.
CITY                   WASHINGTON
STATE                  DC
ZIP                    200200000
  MORT                  $  56,000.00 
  BAL                   $        55,974.42 
  RATE                     9.850 
  PAI                   $         485.25 
  CLTV                  70.000 
MATURITY               130502
FEE                    0.5000

LOAN                   0000022050066
LAST_NAME              MCFADDEN
ADDRESS                5827 COLORADO AVENUE NW
CITY                   WASHINGTON
STATE                  DC
ZIP                    200110000
  MORT                  $  15,500.00 
  BAL                   $        14,962.08 
  RATE                     9.850 
  PAI                   $         165.15 
  CLTV                  28.908 
MATURITY               130428
FEE                    0.5000

LOAN                   0000022050199
LAST_NAME              D'AMBROGI
ADDRESS                733 ANNESLIE ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212120000
  MORT                  $  57,000.00 
  BAL                   $        56,713.68 
  RATE                     9.500 
  PAI                   $         737.57 
  CLTV                  43.181 
MATURITY               80429
FEE                    0.5000

LOAN                   0000022050231
LAST_NAME              MESLER
ADDRESS                198 ONTARIO STREET
CITY                   LOCKPORT
STATE                  NY
ZIP                    140940000
  MORT                  $  53,600.00 
  BAL                   $        53,600.00 
  RATE                   10.500 
  PAI                   $         592.49 
  CLTV                  80.000 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022050298
LAST_NAME              JACKSON
ADDRESS                326 BUTTERFIELD AVENUE
CITY                   ALPLAUS
STATE                  NY
ZIP                    120080000
  MORT                  $  64,000.00 
  BAL                   $        64,000.00 
  RATE                     8.750 
  PAI                   $         565.57 
  CLTV                  67.368 
MATURITY               180420
FEE                    0.5000

LOAN                   0000022050314
LAST_NAME              SWALES
ADDRESS                1417 ALBERT DRIVE
CITY                   MITCHELLVIL
STATE                  MD
ZIP                    207210000
  MORT                  $239,400.00 
  BAL                   $      239,400.00 
  RATE                     9.950 
  PAI                   $      2,302.34 
  CLTV                  90.000 
MATURITY               180505
FEE                    0.5000

LOAN                   0000022050348
LAST_NAME              PARKER
ADDRESS                26297 MEADOWBROOK WAY
CITY                   LATHER WAY
STATE                  MI
ZIP                    480760000
  MORT                  $171,900.00 
  BAL                   $      171,900.00 
  RATE                   11.650 
  PAI                   $      1,722.02 
  CLTV                  90.000 
MATURITY               130430
FEE                    0.5000

LOAN                   0000022050363
LAST_NAME              SICKS
ADDRESS                111 SOUTH ELLIOTT PLACE
CITY                   BROOKLYN
STATE                  NY
ZIP                    112170000
  MORT                  $380,000.00 
  BAL                   $      380,000.00 
  RATE                   10.050 
  PAI                   $      3,348.82 
  CLTV                  80.000 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022050405
LAST_NAME              SHREVE
ADDRESS                141 E LODS STREET
CITY                   AKRON
STATE                  OH
ZIP                    443040000
  MORT                  $  38,625.00 
  BAL                   $        38,567.55 
  RATE                     9.500 
  PAI                   $         324.78 
  CLTV                  75.000 
MATURITY               130120
FEE                    0.5000

LOAN                   0000022050454
LAST_NAME              MOYNIHAN
ADDRESS                2263 S DOWNING STREET
CITY                   DENVER
STATE                  CO
ZIP                    802100000
  MORT                  $  22,900.00 
  BAL                   $        22,849.59 
  RATE                   10.990 
  PAI                   $         260.14 
  CLTV                  82.165 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022050470
LAST_NAME              SCHENCK
ADDRESS                957 GARVER ROAD
CITY                   MIDDLETOWN
STATE                  OH
ZIP                    450440000
  MORT                  $  86,000.00 
  BAL                   $        86,000.00 
  RATE                     8.250 
  PAI                   $         646.09 
  CLTV                  74.137 
MATURITY               130424
FEE                    0.5000

LOAN                   0000022050546
LAST_NAME              LOMAN
ADDRESS                435 COLORA ROAD
CITY                   COLORA
STATE                  MD
ZIP                    219170000
  MORT                  $  12,000.00 
  BAL                   $        11,838.76 
  RATE                     8.490 
  PAI                   $         246.14 
  CLTV                  78.361 
MATURITY               30401
FEE                    0.5000

LOAN                   0000022050637
LAST_NAME              RODRIGUEZ
ADDRESS                3633 PRAIRIE AVENUE
CITY                   TOLEDO
STATE                  OH
ZIP                    436140000
  MORT                  $  79,900.00 
  BAL                   $        79,854.03 
  RATE                     8.750 
  PAI                   $         628.57 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022050645
LAST_NAME              TURNER
ADDRESS                207 TAYLOR STREET
CITY                   CITY OF ORA
STATE                  NJ
ZIP                    070500000
  MORT                  $141,000.00 
  BAL                   $      140,926.90 
  RATE                     9.250 
  PAI                   $      1,159.97 
  CLTV                  75.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022050678
LAST_NAME              LEHMAN
ADDRESS                549 N DIAMOND STREET
CITY                   RAVENNA TWP
STATE                  OH
ZIP                    442660000
  MORT                  $  57,750.00 
  BAL                   $        57,462.39 
  RATE                     7.900 
  PAI                   $         479.46 
  CLTV                  75.000 
MATURITY               180317
FEE                    0.5000

LOAN                   0000022050702
LAST_NAME              STUCKER
ADDRESS                535 MARION AVENUE
CITY                   INTERLACHEN
STATE                  FL
ZIP                    321480000
  MORT                  $  43,350.00 
  BAL                   $        43,350.00 
  RATE                     9.990 
  PAI                   $         418.05 
  CLTV                  85.000 
MATURITY               180416
FEE                    0.5000

LOAN                   0000022050777
LAST_NAME              LEIGH
ADDRESS                12234 GRANDVIEW DRIVE
CITY                   BURTON
STATE                  OH
ZIP                    440210000
  MORT                  $104,000.00 
  BAL                   $      104,000.00 
  RATE                     8.850 
  PAI                   $         825.61 
  CLTV                  69.333 
MATURITY               130421
FEE                    0.5000

LOAN                   0000022050793
LAST_NAME              WOODS
ADDRESS                102 BRIGHTWOOD AVENUE
CITY                   PEARL RIVER
STATE                  NY
ZIP                    109650000
  MORT                  $147,000.00 
  BAL                   $      146,772.83 
  RATE                     8.750 
  PAI                   $      1,299.05 
  CLTV                  67.123 
MATURITY               180415
FEE                    0.5000

LOAN                   0000022050819
LAST_NAME              SCERE
ADDRESS                18196 TURNER ROAD
CITY                   MEADVILLE
STATE                  PA
ZIP                    163350000
  MORT                  $  71,400.00 
  BAL                   $        71,207.02 
  RATE                     8.750 
  PAI                   $         713.61 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022050827
LAST_NAME              COLE
ADDRESS                51635 COUNTY ROAD 25
CITY                   BRISTOL
STATE                  IN
ZIP                    465070000
  MORT                  $  30,800.00 
  BAL                   $        30,640.75 
  RATE                     8.990 
  PAI                   $         389.99 
  CLTV                  42.191 
MATURITY               80330
FEE                    0.5000

LOAN                   0000022050876
LAST_NAME              LEDBETTER
ADDRESS                1322 S. 51ST STREET
CITY                   PHILADELPHI
STATE                  PA
ZIP                    191430000
  MORT                  $  41,400.00 
  BAL                   $        41,368.48 
  RATE                   10.750 
  PAI                   $         386.46 
  CLTV                  90.000 
MATURITY               130319
FEE                    0.5000

LOAN                   0000022050892
LAST_NAME              RAGLAND
ADDRESS                1385 REYNOLDS ROAD SW
CITY                   ATLANTA
STATE                  GA
ZIP                    303310000
  MORT                  $  55,900.00 
  BAL                   $        55,900.00 
  RATE                     8.500 
  PAI                   $         550.47 
  CLTV                  62.111 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022050918
LAST_NAME              MATEY
ADDRESS                425 KREWSON TERRACE
CITY                   WILLOW GROV
STATE                  PA
ZIP                    190900000
  MORT                  $116,000.00 
  BAL                   $      115,763.67 
  RATE                     7.900 
  PAI                   $         963.06 
  CLTV                  80.000 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022050934
LAST_NAME              LESSMAN
ADDRESS                265 AUSTIN DRIVE
CITY                   FALLS TOWNS
STATE                  PA
ZIP                    190300000
  MORT                  $  58,000.00 
  BAL                   $        57,928.09 
  RATE                     8.700 
  PAI                   $         454.22 
  CLTV                  53.703 
MATURITY               130320
FEE                    0.5000


                          Page 61
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022050959
LAST_NAME              LENOX
ADDRESS                1521 ELLER DRIVE
CITY                   NASHVILLE
STATE                  TN
ZIP                    372210000
  MORT                  $176,500.00 
  BAL                   $      176,073.44 
  RATE                     8.250 
  PAI                   $      1,325.99 
  CLTV                  78.444 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022050983
LAST_NAME              KINGSLAND
ADDRESS                46 E CAVALIER DRIVE
CITY                   CHEEKTOWAGA
STATE                  NY
ZIP                    142270000
  MORT                  $  51,500.00 
  BAL                   $        51,500.00 
  RATE                     8.500 
  PAI                   $         446.93 
  CLTV                  65.189 
MATURITY               180427
FEE                    0.5000

LOAN                   0000022051007
LAST_NAME              LANSDEN
ADDRESS                7838 HANCOCK ROAD
CITY                   CHATTANOOGA
STATE                  TN
ZIP                    374160000
  MORT                  $  38,000.00 
  BAL                   $        37,807.28 
  RATE                     9.500 
  PAI                   $         396.81 
  CLTV                  52.777 
MATURITY               130326
FEE                    0.5000

LOAN                   0000022051049
LAST_NAME              ECKERSON
ADDRESS                17 SAGAMORE DRIVE
CITY                   OTISVILLE
STATE                  NY
ZIP                    109630000
  MORT                  $105,000.00 
  BAL                   $      105,000.00 
  RATE                     9.750 
  PAI                   $         995.94 
  CLTV                  87.500 
MATURITY               180424
FEE                    0.5000

LOAN                   0000022051114
LAST_NAME              TAYLOR
ADDRESS                1502 GRANADA AVENUE
CITY                   HOLLY HILL
STATE                  FL
ZIP                    321170000
  MORT                  $  19,850.00 
  BAL                   $        19,850.00 
  RATE                   10.990 
  PAI                   $         273.32 
  CLTV                  84.933 
MATURITY               80422
FEE                    0.5000

LOAN                   0000022051148
LAST_NAME              BREEN
ADDRESS                42 DEER PATH DRIVE
CITY                   ALBANY
STATE                  NY
ZIP                    122050000
  MORT                  $120,000.00 
  BAL                   $      120,000.00 
  RATE                     8.350 
  PAI                   $      1,171.16 
  CLTV                  75.000 
MATURITY               130424
FEE                    0.5000

LOAN                   0000022051197
LAST_NAME              CANTRELL
ADDRESS                725 ENON CHURCH ROAD
CITY                   UNIONVILLE
STATE                  TN
ZIP                    371800000
  MORT                  $  60,000.00 
  BAL                   $        59,707.93 
  RATE                   10.050 
  PAI                   $         794.57 
  CLTV                  75.000 
MATURITY               80401
FEE                    0.5000

LOAN                   0000022051247
LAST_NAME              YAVORSKY
ADDRESS                959 GLENSIDE AVENUE
CITY                   SOUTH EUCLI
STATE                  OH
ZIP                    441210000
  MORT                  $  82,500.00 
  BAL                   $        82,500.00 
  RATE                     8.600 
  PAI                   $         640.21 
  CLTV                  75.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022051254
LAST_NAME              AVERETTE
ADDRESS                1442 WEST GRANGE STREET
CITY                   PHILADELPHI
STATE                  PA
ZIP                    191490000
  MORT                  $  48,000.00 
  BAL                   $        47,823.16 
  RATE                     9.300 
  PAI                   $         396.63 
  CLTV                  79.338 
MATURITY               121103
FEE                    0.5000

LOAN                   0000022051262
LAST_NAME              CISNEROS
ADDRESS                4174 SABIN DRIVE
CITY                   ROOTSTOWN
STATE                  OH
ZIP                    442720000
  MORT                  $  58,500.00 
  BAL                   $        58,149.11 
  RATE                     7.900 
  PAI                   $         555.68 
  CLTV                  73.125 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022051270
LAST_NAME              EASH
ADDRESS                18155 VISTA VIEW DRIVE
CITY                   GOSHEN
STATE                  IN
ZIP                    465260000
  MORT                  $  17,500.00 
  BAL                   $        17,500.00 
  RATE                     9.990 
  PAI                   $         231.17 
  CLTV                  65.502 
MATURITY               80422
FEE                    0.5000

LOAN                   0000022051346
LAST_NAME              FERTIG
ADDRESS                117 LOUISIANA TRAIL
CITY                   PEMBERTON T
STATE                  NJ
ZIP                    080150000
  MORT                  $  51,000.00 
  BAL                   $        50,017.28 
  RATE                     9.950 
  PAI                   $         672.56 
  CLTV                  60.714 
MATURITY               80123
FEE                    0.5000

LOAN                   0000022051361
LAST_NAME              REAGAN
ADDRESS                1818 CAMPBELL STA. ROAD
CITY                   KNOXVILLE
STATE                  TN
ZIP                    379320000
  MORT                  $  59,100.00 
  BAL                   $        58,948.06 
  RATE                   10.250 
  PAI                   $         529.60 
  CLTV                  82.083 
MATURITY               121110
FEE                    0.5000

LOAN                   0000022051395
LAST_NAME              CAPITONI
ADDRESS                5132 STATE ROUTE 225
CITY                   DIAMOND
STATE                  OH
ZIP                    444120000
  MORT                  $  80,000.00 
  BAL                   $        79,755.43 
  RATE                     7.400 
  PAI                   $         553.90 
  CLTV                  68.965 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022051437
LAST_NAME              LAUNDRA
ADDRESS                1631 BELDON AVENUE SW
CITY                   WYOMING
STATE                  MI
ZIP                    495090000
  MORT                  $  59,600.00 
  BAL                   $        59,503.14 
  RATE                     8.350 
  PAI                   $         511.58 
  CLTV                  80.000 
MATURITY               180428
FEE                    0.5000

LOAN                   0000022051445
LAST_NAME              CORDIER
ADDRESS                668 WESTBROOK COURT
CITY                   RAVENNA
STATE                  OH
ZIP                    442660000
  MORT                  $  65,500.00 
  BAL                   $        65,274.08 
  RATE                     7.900 
  PAI                   $         543.80 
  CLTV                  73.595 
MATURITY               180304
FEE                    0.5000

LOAN                   0000022051460
LAST_NAME              CODDINGTON
ADDRESS                26236 MEAD ROAD
CITY                   FEDERALSBUR
STATE                  MD
ZIP                    216320000
  MORT                  $  30,000.00 
  BAL                   $        29,896.52 
  RATE                     7.900 
  PAI                   $         249.07 
  CLTV                  35.294 
MATURITY               180311
FEE                    0.5000

LOAN                   0000022051478
LAST_NAME              BEVINGTON
ADDRESS                608 MULBERRY STREET
CITY                   BRIDGEWATER
STATE                  PA
ZIP                    150090000
  MORT                  $  53,440.00 
  BAL                   $        53,413.99 
  RATE                     9.550 
  PAI                   $         451.30 
  CLTV                  80.000 
MATURITY               280403
FEE                    0.5000

LOAN                   0000022051494
LAST_NAME              HARBIN
ADDRESS                3506 W PLACE
CITY                   BEVERLY HIL
STATE                  MO
ZIP                    631210000
  MORT                  $  46,750.00 
  BAL                   $        46,750.00 
  RATE                   10.200 
  PAI                   $         431.43 
  CLTV                  85.000 
MATURITY               230504
FEE                    0.5000

LOAN                   0000022051544
LAST_NAME              DECARLO
ADDRESS                817 SHEARER STREET
CITY                   GREENSBURG
STATE                  PA
ZIP                    156010000
  MORT                  $  40,500.00 
  BAL                   $        40,500.00 
  RATE                     8.850 
  PAI                   $         407.17 
  CLTV                  71.052 
MATURITY               130421
FEE                    0.5000

LOAN                   0000022051569
LAST_NAME              BELL
ADDRESS                1675 HATHAWAY LANE
CITY                   PITTSBURGH
STATE                  PA
ZIP                    152410000
  MORT                  $208,250.00 
  BAL                   $      207,928.16 
  RATE                     8.750 
  PAI                   $      1,840.33 
  CLTV                  85.000 
MATURITY               180317
FEE                    0.5000

LOAN                   0000022051577
LAST_NAME              KELBY
ADDRESS                5418 W FLORISSANT
CITY                   SAINT LOUIS
STATE                  MO
ZIP                    631200000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                   11.000 
  PAI                   $         428.55 
  CLTV                  90.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022051601
LAST_NAME              PLUNK
ADDRESS                7329 KOHLER DRIVE
CITY                   BARNHART
STATE                  MO
ZIP                    630120000
  MORT                  $  71,000.00 
  BAL                   $        71,000.00 
  RATE                     9.800 
  PAI                   $         635.20 
  CLTV                  83.529 
MATURITY               230501
FEE                    0.5000

LOAN                   0000022051619
LAST_NAME              ELLER
ADDRESS                18 READING
CITY                   MARYLAND HE
STATE                  MO
ZIP                    630430000
  MORT                  $  99,500.00 
  BAL                   $        99,500.00 
  RATE                     9.400 
  PAI                   $         829.40 
  CLTV                  79.600 
MATURITY               130508
FEE                    0.5000

LOAN                   0000022051643
LAST_NAME              BATTISTA
ADDRESS                3229 KESTNER AVE
CITY                   PITTSBURGH
STATE                  PA
ZIP                    152270000
  MORT                  $  55,000.00 
  BAL                   $        54,908.06 
  RATE                     8.250 
  PAI                   $         468.64 
  CLTV                  78.571 
MATURITY               180417
FEE                    0.5000

LOAN                   0000022051650
LAST_NAME              PARKS
ADDRESS                129 WESTFIELD DRIVE
CITY                   NASHVILLE
STATE                  TN
ZIP                    372210000
  MORT                  $  67,500.00 
  BAL                   $        67,392.34 
  RATE                     8.500 
  PAI                   $         585.78 
  CLTV                  75.000 
MATURITY               180323
FEE                    0.5000

LOAN                   0000022051684
LAST_NAME              O'NEAL
ADDRESS                10555 NEW CUT OFF ROAD
CITY                   BON AQUA
STATE                  TN
ZIP                    370250000
  MORT                  $  53,000.00 
  BAL                   $        52,784.74 
  RATE                     9.850 
  PAI                   $         506.21 
  CLTV                  67.088 
MATURITY               180206
FEE                    0.5000

LOAN                   0000022051700
LAST_NAME              MILLER
ADDRESS                632 U STREET
CITY                   UPPER MERIO
STATE                  PA
ZIP                    194060000
  MORT                  $110,500.00 
  BAL                   $      110,500.00 
  RATE                     9.000 
  PAI                   $         889.11 
  CLTV                  85.000 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022051718
LAST_NAME              MILES
ADDRESS                7111 AQUINAS AVENUE
CITY                   UPPER MARLB
STATE                  MD
ZIP                    207720000
  MORT                  $114,750.00 
  BAL                   $      114,750.00 
  RATE                     9.450 
  PAI                   $      1,065.88 
  CLTV                  85.000 
MATURITY               180413
FEE                    0.5000

LOAN                   0000022051726
LAST_NAME              MAZUR
ADDRESS                10 LESLIE DRIVE
CITY                   INDIAN HEAD
STATE                  MD
ZIP                    206400000
  MORT                  $  40,000.00 
  BAL                   $        39,673.43 
  RATE                     8.300 
  PAI                   $         389.22 
  CLTV                  31.007 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022051767
LAST_NAME              HILL
ADDRESS                1122 E PARKEDGE
CITY                   UNIVERSITY
STATE                  MO
ZIP                    631300000
  MORT                  $  87,400.00 
  BAL                   $        87,400.00 
  RATE                     9.250 
  PAI                   $         748.48 
  CLTV                  75.344 
MATURITY               230515
FEE                    0.5000

LOAN                   0000022051791
LAST_NAME              JESSUP
ADDRESS                915 CORNELL
CITY                   WEBSTER GRO
STATE                  MO
ZIP                    631190000
  MORT                  $  57,600.00 
  BAL                   $        57,600.00 
  RATE                     9.790 
  PAI                   $         514.91 
  CLTV                  80.000 
MATURITY               230501
FEE                    0.5000

LOAN                   0000022051858
LAST_NAME              ZIMMER
ADDRESS                79 STANLEY CIRCLE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103080000
  MORT                  $140,000.00 
  BAL                   $      140,000.00 
  RATE                     8.500 
  PAI                   $      1,214.96 
  CLTV                  66.666 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022051932
LAST_NAME              STRACKA
ADDRESS                6608 ORLAND STREET
CITY                   FALLS CHURC
STATE                  VA
ZIP                    220430000
  MORT                  $135,000.00 
  BAL                   $      135,000.00 
  RATE                     9.000 
  PAI                   $      1,086.24 
  CLTV                  54.000 
MATURITY               130407
FEE                    0.5000

LOAN                   0000022051940
LAST_NAME              TURANO
ADDRESS                334 JAMES STREET
CITY                   NORRISTOWN
STATE                  PA
ZIP                    194010000
  MORT                  $  87,125.00 
  BAL                   $        87,027.46 
  RATE                     8.900 
  PAI                   $         694.77 
  CLTV                  85.000 
MATURITY               280305
FEE                    0.5000

LOAN                   0000022052096
LAST_NAME              CHEATHAM
ADDRESS                10300 WOOD SORREL COURT
CITY                   MARLBORO
STATE                  MD
ZIP                    207720000
  MORT                  $  13,000.00 
  BAL                   $        13,000.00 
  RATE                     9.900 
  PAI                   $         171.08 
  CLTV                  84.790 
MATURITY               80421
FEE                    0.5000

LOAN                   0000022052245
LAST_NAME              BIXLER
ADDRESS                4311 LYTLE CREEK DRIVE
CITY                   MURFREESBOR
STATE                  TN
ZIP                    371300000
  MORT                  $  71,000.00 
  BAL                   $        70,793.00 
  RATE                     7.900 
  PAI                   $         674.42 
  CLTV                  76.344 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022052310
LAST_NAME              BROWN
ADDRESS                5912 MILTON AVENUE
CITY                   DEALE
STATE                  MD
ZIP                    207510000
  MORT                  $  95,000.00 
  BAL                   $        94,872.08 
  RATE                     8.000 
  PAI                   $         697.08 
  CLTV                  77.235 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022052344
LAST_NAME              BADUSKE
ADDRESS                44 TATTERSALL DRIVE
CITY                   BURLINGTON
STATE                  NJ
ZIP                    080160000
  MORT                  $109,000.00 
  BAL                   $      109,000.00 
  RATE                     9.350 
  PAI                   $         904.63 
  CLTV                  79.562 
MATURITY               280528
FEE                    0.5000

LOAN                   0000022052476
LAST_NAME              MOONEY
ADDRESS                8 RACE ST
CITY                   ASHLEY
STATE                  OH
ZIP                    430030000
  MORT                  $  72,000.00 
  BAL                   $        67,813.59 
  RATE                   13.500 
  PAI                   $         824.70 
  CLTV                  90.000 
MATURITY               121101
FEE                    0.5000

LOAN                   0000022052534
LAST_NAME              FISHER
ADDRESS                3247 VIKING ROAD
CITY                   NASHVILLE
STATE                  TN
ZIP                    372180000
  MORT                  $  62,900.00 
  BAL                   $        62,575.20 
  RATE                     9.300 
  PAI                   $         649.25 
  CLTV                  85.000 
MATURITY               130304
FEE                    0.5000


                          Page 62
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022052633
LAST_NAME              WEBSTER
ADDRESS                2501 HIGHWAY 205
CITY                   MARSHVILLE
STATE                  NC
ZIP                    281030000
  MORT                  $  49,650.00 
  BAL                   $        49,650.00 
  RATE                     8.875 
  PAI                   $         499.90 
  CLTV                  75.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022052732
LAST_NAME               KNAPP
ADDRESS                3871 POINCIANA DRIVE #302
CITY                   LAKE WORTH
STATE                  FL
ZIP                    334670000
  MORT                  $  38,600.00 
  BAL                   $        38,391.94 
  RATE                     8.250 
  PAI                   $         473.44 
  CLTV                  68.928 
MATURITY               80401
FEE                    0.5000

LOAN                   0000022052799
LAST_NAME              WILLIS
ADDRESS                1281 FALLS RIVER ROAD
CITY                   YPSILANTI
STATE                  MI
ZIP                    481980000
  MORT                  $  40,600.00 
  BAL                   $        40,600.00 
  RATE                     8.250 
  PAI                   $         497.97 
  CLTV                  58.000 
MATURITY               80501
FEE                    0.5000

LOAN                   0000022052807
LAST_NAME              HAIRE
ADDRESS                1614 HOMESTEAD ST
CITY                   BALTIMORE
STATE                  MD
ZIP                    212180000
  MORT                  $  42,000.00 
  BAL                   $        41,560.63 
  RATE                     8.850 
  PAI                   $         528.63 
  CLTV                  80.000 
MATURITY               80311
FEE                    0.5000

LOAN                   0000022052823
LAST_NAME              LANGSTON
ADDRESS                7769 PEACH PARKWAY
CITY                   BYRON
STATE                  GA
ZIP                    310080000
  MORT                  $  46,000.00 
  BAL                   $        46,000.00 
  RATE                     9.250 
  PAI                   $         473.43 
  CLTV                  74.675 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022052880
LAST_NAME              HALLORAN
ADDRESS                2507 LARKIN DRIVE
CITY                   SUN CITY CE
STATE                  FL
ZIP                    335730000
  MORT                  $  47,944.00 
  BAL                   $        47,944.00 
  RATE                     8.250 
  PAI                   $         588.05 
  CLTV                  59.930 
MATURITY               80501
FEE                    0.5000

LOAN                   0000022052898
LAST_NAME              HAYES
ADDRESS                1711 INDEPENDENCE AVE SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200030000
  MORT                  $  86,000.00 
  BAL                   $        85,898.09 
  RATE                     8.625 
  PAI                   $         668.90 
  CLTV                  71.966 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022052906
LAST_NAME              HEBERLEIN
ADDRESS                3317 GUMSTAND DRIVE
CITY                   POWELL
STATE                  TN
ZIP                    378490000
  MORT                  $  96,050.00 
  BAL                   $        95,996.98 
  RATE                     8.950 
  PAI                   $         769.39 
  CLTV                  85.000 
MATURITY               130407
FEE                    0.5000

LOAN                   0000022053060
LAST_NAME              ALLOSSERY
ADDRESS                1604 WEST BROOK DRIVE
CITY                   MADISON HEI
STATE                  MI
ZIP                    480710000
  MORT                  $  71,000.00 
  BAL                   $        71,000.00 
  RATE                     8.625 
  PAI                   $         704.38 
  CLTV                  64.545 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022053102
LAST_NAME              CHILDERS
ADDRESS                5615 E 250 NORTH
CITY                   LAGRANGE
STATE                  IN
ZIP                    467610000
  MORT                  $  34,875.00 
  BAL                   $        34,875.00 
  RATE                     9.875 
  PAI                   $         333.67 
  CLTV                  75.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022053128
LAST_NAME              ROBERTS
ADDRESS                105 REDNER AVENUE
CITY                   BATTLE CREE
STATE                  MI
ZIP                    490170000
  MORT                  $  49,800.00 
  BAL                   $        49,800.00 
  RATE                   11.000 
  PAI                   $         566.03 
  CLTV                  84.982 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022053136
LAST_NAME              RIZZO, III
ADDRESS                7344 EDLANE
CITY                   ALGONAC
STATE                  MI
ZIP                    480010000
  MORT                  $  60,300.00 
  BAL                   $        60,300.00 
  RATE                   10.375 
  PAI                   $         596.97 
  CLTV                  67.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022053151
LAST_NAME              WOODRUFF
ADDRESS                896 CHESTNUT TREE DRIVE
CITY                   ANNAPOLIS
STATE                  MD
ZIP                    214010000
  MORT                  $  43,700.00 
  BAL                   $        43,628.09 
  RATE                     8.250 
  PAI                   $         372.35 
  CLTV                  36.416 
MATURITY               180401
FEE                    0.5000

LOAN                   0000022053169
LAST_NAME              ALLISON
ADDRESS                1051 EADS BLUFF ROAD NW
CITY                   GEORGETOWN
STATE                  TN
ZIP                    373360000
  MORT                  $  57,800.00 
  BAL                   $        57,800.00 
  RATE                     9.250 
  PAI                   $         594.87 
  CLTV                  85.000 
MATURITY               130505
FEE                    0.5000

LOAN                   0000022053235
LAST_NAME              GILBERT
ADDRESS                108-64 167TH STREET
CITY                   QUEENS
STATE                  NY
ZIP                    114330000
  MORT                  $  68,000.00 
  BAL                   $        68,000.00 
  RATE                     9.350 
  PAI                   $         703.93 
  CLTV                  84.844 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022053409
LAST_NAME              GREEN
ADDRESS                5841 WHISERWOOD RD
CITY                   KNOXVILLE
STATE                  TN
ZIP                    379180000
  MORT                  $  12,800.00 
  BAL                   $        12,800.00 
  RATE                   10.150 
  PAI                   $         138.73 
  CLTV                  71.919 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022053474
LAST_NAME              OSBOURNE
ADDRESS                118 EAGLE DRIVE
CITY                   GALLATIN
STATE                  TN
ZIP                    370660000
  MORT                  $  67,150.00 
  BAL                   $        67,150.00 
  RATE                     8.750 
  PAI                   $         671.13 
  CLTV                  85.000 
MATURITY               130505
FEE                    0.5000

LOAN                   0000022053516
LAST_NAME              WELCH
ADDRESS                 RR 1 BOX 287 ROUTE 39
CITY                   PARADISE TW
STATE                  PA
ZIP                    183260000
  MORT                  $104,000.00 
  BAL                   $      103,933.68 
  RATE                     8.250 
  PAI                   $         781.32 
  CLTV                  79.389 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022053649
LAST_NAME              SMALL
ADDRESS                68 MAPLE STREET
CITY                   CROTON ON H
STATE                  NY
ZIP                    105200000
  MORT                  $  35,000.00 
  BAL                   $        35,000.00 
  RATE                   10.490 
  PAI                   $         386.67 
  CLTV                  84.975 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022053722
LAST_NAME              REARDON
ADDRESS                38 WEDGEWOOD LANE
CITY                   PALM COAST
STATE                  FL
ZIP                    321640000
  MORT                  $  31,600.00 
  BAL                   $        31,600.00 
  RATE                     9.550 
  PAI                   $         409.76 
  CLTV                  79.063 
MATURITY               80501
FEE                    0.5000

LOAN                   0000022053755
LAST_NAME              RINALDI
ADDRESS                113 VIAL AVENUE
CITY                   MECHANICVIL
STATE                  NY
ZIP                    121180000
  MORT                  $  82,500.00 
  BAL                   $        82,500.00 
  RATE                     8.350 
  PAI                   $         805.17 
  CLTV                  73.008 
MATURITY               130430
FEE                    0.5000

LOAN                   0000022053839
LAST_NAME              MALONE
ADDRESS                555 E DOWNING ST
CITY                   MOBILE
STATE                  AL
ZIP                    366170000
  MORT                  $  30,800.00 
  BAL                   $        30,800.00 
  RATE                   12.700 
  PAI                   $         333.50 
  CLTV                  80.000 
MATURITY               130508
FEE                    0.5000

LOAN                   0000022053904
LAST_NAME              KING
ADDRESS                814 SOUTH HENRY STREET
CITY                   MORRISTOWN
STATE                  TN
ZIP                    378130000
  MORT                  $  10,800.00 
  BAL                   $        10,380.26 
  RATE                   10.200 
  PAI                   $         230.53 
  CLTV                  24.545 
MATURITY               30122
FEE                    0.5000

LOAN                   0000022053920
LAST_NAME              MIRAGLIA
ADDRESS                6112 JANMER LANE
CITY                   KNOXVILLE
STATE                  TN
ZIP                    379190000
  MORT                  $  63,750.00 
  BAL                   $        63,750.00 
  RATE                     9.000 
  PAI                   $         573.58 
  CLTV                  85.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022053938
LAST_NAME              RATIGAN
ADDRESS                91 SOUTH MAIN STREET
CITY                   CASTILE
STATE                  NY
ZIP                    144270000
  MORT                  $  34,500.00 
  BAL                   $        33,975.98 
  RATE                     9.500 
  PAI                   $         446.42 
  CLTV                  69.000 
MATURITY               80201
FEE                    0.5000

LOAN                   0000022053961
LAST_NAME              JOSEPH
ADDRESS                1546 E 98TH STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112360000
  MORT                  $269,450.00 
  BAL                   $      269,450.00 
  RATE                     9.650 
  PAI                   $      2,295.23 
  CLTV                  85.000 
MATURITY               130513
FEE                    0.5000

LOAN                   0000022053979
LAST_NAME              DAVIS
ADDRESS                2204 THORN GROVE PIKE
CITY                   KNOXVILLE
STATE                  TN
ZIP                    379140000
  MORT                  $  41,000.00 
  BAL                   $        40,592.00 
  RATE                     9.800 
  PAI                   $         435.59 
  CLTV                  73.214 
MATURITY               130116
FEE                    0.5000

LOAN                   0000022054001
LAST_NAME              DIXON
ADDRESS                173 PEDRETTI AVENUE
CITY                   CINCINNATI
STATE                  OH
ZIP                    452380000
  MORT                  $  40,000.00 
  BAL                   $        40,000.00 
  RATE                     8.850 
  PAI                   $         503.46 
  CLTV                  77.264 
MATURITY               80421
FEE                    0.5000

LOAN                   0000022054019
LAST_NAME              BROWN
ADDRESS                126 WINTHROP STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112250000
  MORT                  $100,000.00 
  BAL                   $        99,924.36 
  RATE                   10.750 
  PAI                   $         933.49 
  CLTV                  40.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000022054068
LAST_NAME              LOWE
ADDRESS                1559 CLENDENEN ROAD
CITY                   MARYVILLE
STATE                  TN
ZIP                    378010000
  MORT                  $  48,750.00 
  BAL                   $        48,464.80 
  RATE                     7.900 
  PAI                   $         463.07 
  CLTV                  76.771 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022054076
LAST_NAME              ZEIGLER
ADDRESS                9798 SUNNY LANE
CITY                   STREETSBORO
STATE                  OH
ZIP                    442410000
  MORT                  $  88,000.00 
  BAL                   $        87,903.63 
  RATE                     9.750 
  PAI                   $         756.06 
  CLTV                  80.000 
MATURITY               280313
FEE                    0.5000

LOAN                   0000022054084
LAST_NAME              SHOCKEY
ADDRESS                627 HOLLYWOOD DRIVE
CITY                   SEVERNA PAR
STATE                  MD
ZIP                    211460000
  MORT                  $111,200.00 
  BAL                   $      111,200.00 
  RATE                     8.750 
  PAI                   $         982.69 
  CLTV                  80.000 
MATURITY               180424
FEE                    0.5000

LOAN                   0000022054100
LAST_NAME              WAGNER
ADDRESS                121 AUSTIN AVENUE
CITY                   LANSDOWNE
STATE                  PA
ZIP                    190500000
  MORT                  $  54,400.00 
  BAL                   $        54,312.14 
  RATE                     8.400 
  PAI                   $         468.66 
  CLTV                  85.000 
MATURITY               180309
FEE                    0.5000

LOAN                   0000022054118
LAST_NAME              NADZIEJKO
ADDRESS                14030 CHARLESTON DRIVE
CITY                   ORLAND PARK
STATE                  IL
ZIP                    604620000
  MORT                  $  23,800.00 
  BAL                   $        23,800.00 
  RATE                   10.750 
  PAI                   $         324.49 
  CLTV                  63.009 
MATURITY               80512
FEE                    0.5000

LOAN                   0000022054126
LAST_NAME              HILL
ADDRESS                1621 ABBOTSTON STREET
CITY                   BALTIMORE
STATE                  MD
ZIP                    212180000
  MORT                  $  33,000.00 
  BAL                   $        32,613.13 
  RATE                   10.500 
  PAI                   $         364.78 
  CLTV                  75.000 
MATURITY               121201
FEE                    0.5000

LOAN                   0000022054142
LAST_NAME              SIVLEY
ADDRESS                4842 LONE HILL ROAD
CITY                   CHATTANOOGA
STATE                  TN
ZIP                    374160000
  MORT                  $  40,000.00 
  BAL                   $        39,578.02 
  RATE                     8.700 
  PAI                   $         500.23 
  CLTV                  54.794 
MATURITY               80316
FEE                    0.5000

LOAN                   0000022054159
LAST_NAME              VICENTE
ADDRESS                10 PRINCETON DRIVE
CITY                   DIX HILLS
STATE                  NY
ZIP                    117460000
  MORT                  $154,000.00 
  BAL                   $      154,000.00 
  RATE                     8.990 
  PAI                   $      1,384.59 
  CLTV                  49.838 
MATURITY               180429
FEE                    0.5000

LOAN                   0000022054217
LAST_NAME              CHEATHAM
ADDRESS                10300 WOOD SORREL COURT
CITY                   UPPER MARLB
STATE                  MD
ZIP                    207720000
  MORT                  $210,000.00 
  BAL                   $      210,000.00 
  RATE                     9.000 
  PAI                   $      1,689.71 
  CLTV                  79.847 
MATURITY               130421
FEE                    0.5000

LOAN                   0000022054233
LAST_NAME              THEOPHILAKOS
ADDRESS                9 QUAIL RIDGE ROAD
CITY                   GAYLORDSVIL
STATE                  CT
ZIP                    067550000
  MORT                  $188,000.00 
  BAL                   $      188,000.00 
  RATE                     8.990 
  PAI                   $      1,511.34 
  CLTV                  80.000 
MATURITY               280415
FEE                    0.5000

LOAN                   0000022054274
LAST_NAME              PARLAPIANO
ADDRESS                184 PROSPECT PLACE
CITY                   BAY SHORE
STATE                  NY
ZIP                    117060000
  MORT                  $122,400.00 
  BAL                   $      122,400.00 
  RATE                   13.250 
  PAI                   $      1,377.95 
  CLTV                  85.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022054290
LAST_NAME              THOMAS
ADDRESS                5549 WEST MONROE STREET
CITY                   CHICAGO
STATE                  IL
ZIP                    606440000
  MORT                  $  92,000.00 
  BAL                   $        92,000.00 
  RATE                     9.500 
  PAI                   $         857.56 
  CLTV                  80.000 
MATURITY               180429
FEE                    0.5000


                          Page 63
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022054308
LAST_NAME              UNDERWOOD
ADDRESS                203 PINECREST DRIVE
CITY                   LOUDON
STATE                  TN
ZIP                    377740000
  MORT                  $  63,750.00 
  BAL                   $        63,651.47 
  RATE                     8.750 
  PAI                   $         563.37 
  CLTV                  85.000 
MATURITY               180410
FEE                    0.5000

LOAN                   0000022054324
LAST_NAME              ADAMS
ADDRESS                25 CASTLIO COURT
CITY                   ST.CHARLES
STATE                  MO
ZIP                    633040000
  MORT                  $  28,200.00 
  BAL                   $        28,200.00 
  RATE                   10.950 
  PAI                   $         387.66 
  CLTV                  76.794 
MATURITY               80520
FEE                    0.5000

LOAN                   0000022054357
LAST_NAME              HORRELL
ADDRESS                18 HOLLY HILL DRIVE
CITY                   ARDEN
STATE                  NC
ZIP                    287040000
  MORT                  $  70,000.00 
  BAL                   $        69,570.69 
  RATE                     8.900 
  PAI                   $         625.31 
  CLTV                  80.000 
MATURITY               180101
FEE                    0.5000

LOAN                   0000022054365
LAST_NAME              SMITH
ADDRESS                5703 JACKSON STREET
CITY                   PITTSBURGH
STATE                  PA
ZIP                    152060000
  MORT                  $  53,200.00 
  BAL                   $        52,749.91 
  RATE                   12.990 
  PAI                   $         588.09 
  CLTV                  70.000 
MATURITY               121101
FEE                    0.5000

LOAN                   0000022054373
LAST_NAME              POLK
ADDRESS                875 NORTHLAND AVENUE
CITY                   BUFFALO
STATE                  NY
ZIP                    142150000
  MORT                  $  30,400.00 
  BAL                   $        30,400.00 
  RATE                     9.500 
  PAI                   $         283.37 
  CLTV                  80.000 
MATURITY               180430
FEE                    0.5000

LOAN                   0000022054399
LAST_NAME              SIMS
ADDRESS                25 COURSIN ROAD
CITY                   ELIZABETH
STATE                  PA
ZIP                    150370000
  MORT                  $  25,500.00 
  BAL                   $        25,500.00 
  RATE                     9.750 
  PAI                   $         241.87 
  CLTV                  85.000 
MATURITY               180508
FEE                    0.5000

LOAN                   0000022054415
LAST_NAME              WALTERS
ADDRESS                33 CATLIN AVENUE
CITY                   JAMESTOWN
STATE                  NY
ZIP                    147010000
  MORT                  $  37,900.00 
  BAL                   $        37,900.00 
  RATE                     8.990 
  PAI                   $         384.18 
  CLTV                  67.678 
MATURITY               130428
FEE                    0.5000

LOAN                   0000022054423
LAST_NAME              CLASTER
ADDRESS                250 S 18TH STREET UNIT 20
CITY                   PHILADELPHI
STATE                  PA
ZIP                    191030000
  MORT                  $356,250.00 
  BAL                   $      356,250.00 
  RATE                     8.875 
  PAI                   $      2,834.48 
  CLTV                  75.000 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022054431
LAST_NAME              WEBER
ADDRESS                712 S OCCIDENTIAL HWY
CITY                   TECUMSEH
STATE                  MI
ZIP                    492860000
  MORT                  $  18,700.00 
  BAL                   $        18,573.73 
  RATE                   10.850 
  PAI                   $         210.79 
  CLTV                  80.446 
MATURITY               130223
FEE                    0.5000

LOAN                   0000022054456
LAST_NAME              MELENDEZ
ADDRESS                125 S TAFT AVENUE
CITY                   CHALFONT
STATE                  PA
ZIP                    189140000
  MORT                  $124,600.00 
  BAL                   $      123,175.65 
  RATE                     7.250 
  PAI                   $      1,462.82 
  CLTV                  77.875 
MATURITY               80316
FEE                    0.5000

LOAN                   0000022054472
LAST_NAME              WRIGHT
ADDRESS                12808 CAMBLETON DRIVE
CITY                   UPPER MARLB
STATE                  MD
ZIP                    207740000
  MORT                  $131,750.00 
  BAL                   $      131,328.25 
  RATE                     8.500 
  PAI                   $      1,143.36 
  CLTV                  85.000 
MATURITY               180316
FEE                    0.5000

LOAN                   0000022054480
LAST_NAME              SWICEGOOD
ADDRESS                126 KING STREET
CITY                   KINGSTON
STATE                  TN
ZIP                    377630000
  MORT                  $  56,000.00 
  BAL                   $        56,000.00 
  RATE                     8.100 
  PAI                   $         538.40 
  CLTV                  80.000 
MATURITY               130407
FEE                    0.5000

LOAN                   0000022054506
LAST_NAME              WOLFE
ADDRESS                610 WEST PARMENTER STREET
CITY                   LAMAR
STATE                  CO
ZIP                    810520000
  MORT                  $  31,900.00 
  BAL                   $        31,900.00 
  RATE                     8.500 
  PAI                   $         395.51 
  CLTV                  75.952 
MATURITY               80507
FEE                    0.5000

LOAN                   0000022054514
LAST_NAME              MAY
ADDRESS                3328 ERIN AVENUE
CITY                   CLEVELAND
STATE                  OH
ZIP                    441130000
  MORT                  $  31,950.00 
  BAL                   $        31,950.00 
  RATE                   10.750 
  PAI                   $         324.37 
  CLTV                  85.000 
MATURITY               180427
FEE                    0.5000

LOAN                   0000022054522
LAST_NAME              MELHORN
ADDRESS                11 MAPLE STREET
CITY                   MUSE
STATE                  PA
ZIP                    153500000
  MORT                  $  36,975.00 
  BAL                   $        36,917.86 
  RATE                     8.750 
  PAI                   $         326.75 
  CLTV                  85.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022054555
LAST_NAME              WILLIAMS
ADDRESS                131 WAVERLY STREET
CITY                   SPRINGVILLE
STATE                  NY
ZIP                    141410000
  MORT                  $  15,800.00 
  BAL                   $        15,800.00 
  RATE                     8.990 
  PAI                   $         200.06 
  CLTV                  23.939 
MATURITY               80430
FEE                    0.5000

LOAN                   0000022054563
LAST_NAME              PHILLIPS
ADDRESS                1761 MELLOW ROAD
CITY                   NEWPORT
STATE                  TN
ZIP                    378210000
  MORT                  $  60,000.00 
  BAL                   $        60,000.00 
  RATE                     8.600 
  PAI                   $         747.13 
  CLTV                  68.181 
MATURITY               80420
FEE                    0.5000

LOAN                   0000022054589
LAST_NAME              HOWARD
ADDRESS                600 WHITE OAK ROAD
CITY                   CLEVELAND
STATE                  TN
ZIP                    373230000
  MORT                  $  68,400.00 
  BAL                   $        68,344.22 
  RATE                   10.400 
  PAI                   $         620.57 
  CLTV                  86.582 
MATURITY               130313
FEE                    0.5000

LOAN                   0000022054605
LAST_NAME              BROOMELL
ADDRESS                1000 NESBITT ROAD
CITY                   COLORA
STATE                  MD
ZIP                    219170000
  MORT                  $  18,870.00 
  BAL                   $        18,615.85 
  RATE                     8.400 
  PAI                   $         386.24 
  CLTV                  79.997 
MATURITY               30406
FEE                    0.5000

LOAN                   0000022054613
LAST_NAME              WIENHORST
ADDRESS                820 S O'BRIEN STREET
CITY                   SEYMOUR
STATE                  IN
ZIP                    472740000
  MORT                  $  61,600.00 
  BAL                   $        61,600.00 
  RATE                     8.990 
  PAI                   $         553.84 
  CLTV                  80.000 
MATURITY               180424
FEE                    0.5000

LOAN                   0000022054621
LAST_NAME              HOLT
ADDRESS                634 DUNBERRY DRIVE
CITY                   ARNOLD
STATE                  MD
ZIP                    210120000
  MORT                  $180,000.00 
  BAL                   $      179,885.12 
  RATE                     8.250 
  PAI                   $      1,352.28 
  CLTV                  72.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022054639
LAST_NAME              SMITH
ADDRESS                1809 E OLD TOPSIDE ROAD
CITY                   LOUISVILLE
STATE                  TN
ZIP                    377770000
  MORT                  $  33,000.00 
  BAL                   $        33,000.00 
  RATE                     9.900 
  PAI                   $         434.27 
  CLTV                  65.633 
MATURITY               80427
FEE                    0.5000

LOAN                   0000022054647
LAST_NAME              GOOD
ADDRESS                5980 WEBBS PLACE
CITY                   HUGHESVILLE
STATE                  MD
ZIP                    206370000
  MORT                  $149,175.00 
  BAL                   $      149,175.00 
  RATE                     9.450 
  PAI                   $      1,248.91 
  CLTV                  85.242 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022054654
LAST_NAME              MAIKE
ADDRESS                15154 BRICK ROAD
CITY                   GRANGER
STATE                  IN
ZIP                    465300000
  MORT                  $  66,000.00 
  BAL                   $        64,416.66 
  RATE                   10.490 
  PAI                   $         729.16 
  CLTV                  74.590 
MATURITY               120701
FEE                    0.5000

LOAN                   0000022054662
LAST_NAME              GIBSON
ADDRESS                639 SIXTEENTH AVENUE
CITY                   PROSPECT PA
STATE                  PA
ZIP                    190760000
  MORT                  $  30,500.00 
  BAL                   $        30,500.00 
  RATE                     9.100 
  PAI                   $         311.17 
  CLTV                  33.153 
MATURITY               130417
FEE                    0.5000

LOAN                   0000022054670
LAST_NAME              HEATH
ADDRESS                1711 DALE LANE
CITY                   SALISBURY
STATE                  MD
ZIP                    218010000
  MORT                  $  52,700.00 
  BAL                   $        52,669.68 
  RATE                     8.750 
  PAI                   $         414.59 
  CLTV                  85.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022054688
LAST_NAME              HORNUNG
ADDRESS                894 N IDELWILD STREET
CITY                   MEMPHIS
STATE                  TN
ZIP                    381070000
  MORT                  $  70,550.00 
  BAL                   $        70,258.41 
  RATE                     8.400 
  PAI                   $         607.79 
  CLTV                  85.000 
MATURITY               180224
FEE                    0.5000

LOAN                   0000022054696
LAST_NAME              GODDARD
ADDRESS                565 KEENELAND BOULEVARD
CITY                   SEYMOUR
STATE                  TN
ZIP                    378650000
  MORT                  $  93,750.00 
  BAL                   $        93,750.00 
  RATE                     9.150 
  PAI                   $         764.47 
  CLTV                  75.000 
MATURITY               130410
FEE                    0.5000

LOAN                   0000022054712
LAST_NAME              HILL
ADDRESS                1022 KEVIN ROAD
CITY                   BALTIMORE
STATE                  MD
ZIP                    212290000
  MORT                  $  58,650.00 
  BAL                   $        57,897.55 
  RATE                     9.500 
  PAI                   $         612.44 
  CLTV                  85.000 
MATURITY               121201
FEE                    0.5000

LOAN                   0000022054746
LAST_NAME              GREEN
ADDRESS                1916 LAKETON ROAD
CITY                   PITTSBURGH
STATE                  PA
ZIP                    152210000
  MORT                  $  26,000.00 
  BAL                   $        26,000.00 
  RATE                   10.800 
  PAI                   $         292.26 
  CLTV                  49.056 
MATURITY               130423
FEE                    0.5000

LOAN                   0000022054761
LAST_NAME              LARKIN
ADDRESS                383 NICHOLS STREET
CITY                   CARMEL
STATE                  NY
ZIP                    105120000
  MORT                  $  65,800.00 
  BAL                   $        65,800.00 
  RATE                     9.850 
  PAI                   $         864.10 
  CLTV                  51.905 
MATURITY               80430
FEE                    0.5000

LOAN                   0000022054852
LAST_NAME              BEAUREGARD
ADDRESS                68 PLEASANT STREET
CITY                   NORTHBOROUG
STATE                  MA
ZIP                    015320000
  MORT                  $  26,000.00 
  BAL                   $        26,000.00 
  RATE                   10.990 
  PAI                   $         295.35 
  CLTV                    8.256 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022054910
LAST_NAME              TIRK
ADDRESS                9316 BEECH AVENUE
CITY                   BROOKLYN
STATE                  OH
ZIP                    441440000
  MORT                  $  96,600.00 
  BAL                   $        96,600.00 
  RATE                     8.990 
  PAI                   $         776.58 
  CLTV                  77.590 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022055057
LAST_NAME              MANIGOULT
ADDRESS                134-44 230TH STREET
CITY                   JAMAICA
STATE                  NY
ZIP                    114130000
  MORT                  $140,000.00 
  BAL                   $      139,923.36 
  RATE                     8.990 
  PAI                   $      1,125.47 
  CLTV                  84.848 
MATURITY               280424
FEE                    0.5000

LOAN                   0000022055131
LAST_NAME              ROBERTS
ADDRESS                483 18TH STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112150000
  MORT                  $  55,000.00 
  BAL                   $        55,000.00 
  RATE                     8.325 
  PAI                   $         416.11 
  CLTV                  33.333 
MATURITY               280421
FEE                    0.5000

LOAN                   0000022055263
LAST_NAME              LEBEAU
ADDRESS                4 TREMBLAY AVENUE
CITY                   PLATTSBURGH
STATE                  NY
ZIP                    129010000
  MORT                  $  15,500.00 
  BAL                   $        15,500.00 
  RATE                   10.990 
  PAI                   $         176.08 
  CLTV                  79.985 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022055289
LAST_NAME              MCMULLAN
ADDRESS                256-08 58 TH AVENUE
CITY                   LITTLE NECK
STATE                  NY
ZIP                    113620000
  MORT                  $144,000.00 
  BAL                   $      144,000.00 
  RATE                     8.350 
  PAI                   $      1,405.39 
  CLTV                  54.339 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022055305
LAST_NAME              MARTELL
ADDRESS                313 LINDEN STREET
CITY                   BROOKLYN
STATE                  NY
ZIP                    112370000
  MORT                  $  68,500.00 
  BAL                   $        68,500.00 
  RATE                     9.500 
  PAI                   $         715.29 
  CLTV                  36.052 
MATURITY               130430
FEE                    0.5000

LOAN                   0000022055347
LAST_NAME              QUINZI
ADDRESS                17 DENSMORE AVENUE
CITY                   AUBURN
STATE                  NY
ZIP                    130210000
  MORT                  $  26,400.00 
  BAL                   $        26,400.00 
  RATE                     9.850 
  PAI                   $         252.15 
  CLTV                  77.666 
MATURITY               180428
FEE                    0.5000

LOAN                   0000022055370
LAST_NAME              WALDON
ADDRESS                2571 WILDLIFE ROAD
CITY                   VALE
STATE                  NC
ZIP                    281680000
  MORT                  $  55,985.00 
  BAL                   $        55,985.00 
  RATE                     9.990 
  PAI                   $         508.35 
  CLTV                  70.867 
MATURITY               230417
FEE                    0.5000

LOAN                   0000022055552
LAST_NAME              METZ
ADDRESS                505 S 3RD STREET
CITY                   FAIRBURY
STATE                  IL
ZIP                    617390000
  MORT                  $  47,040.00 
  BAL                   $        47,040.00 
  RATE                     9.490 
  PAI                   $         395.19 
  CLTV                  80.000 
MATURITY               280423
FEE                    0.5000


                          Page 64
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022055644
LAST_NAME              NEAL
ADDRESS                13110 RIDGE ROAD
CITY                   ALBION
STATE                  NY
ZIP                    144110000
  MORT                  $  40,800.00 
  BAL                   $        40,800.00 
  RATE                     8.990 
  PAI                   $         366.83 
  CLTV                  80.000 
MATURITY               180430
FEE                    0.5000

LOAN                   0000022055651
LAST_NAME              LLOYD
ADDRESS                1393 HILLSBORO ST
CITY                   PITTSBORO
STATE                  NC
ZIP                    273120000
  MORT                  $  66,800.00 
  BAL                   $        66,800.00 
  RATE                     9.900 
  PAI                   $         581.29 
  CLTV                  77.674 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022055693
LAST_NAME              STRIEGEL
ADDRESS                7176 W WEST AVENUE
CITY                   W.TERRE HAU
STATE                  IN
ZIP                    478850000
  MORT                  $  55,675.00 
  BAL                   $        55,675.00 
  RATE                     8.950 
  PAI                   $         499.14 
  CLTV                  85.653 
MATURITY               180513
FEE                    0.5000

LOAN                   0000022055792
LAST_NAME              JACQUEZ
ADDRESS                14617 LIVINGSTON ROAD
CITY                   ACCOKEEK
STATE                  MD
ZIP                    206070000
  MORT                  $  19,500.00 
  BAL                   $        19,441.21 
  RATE                   11.750 
  PAI                   $         230.91 
  CLTV                  71.287 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022055834
LAST_NAME              BYRON
ADDRESS                265 MARSHALL AVENUE
CITY                   WEST HEMPST
STATE                  NY
ZIP                    115520000
  MORT                  $123,750.00 
  BAL                   $      123,750.00 
  RATE                     8.500 
  PAI                   $      1,073.93 
  CLTV                  75.000 
MATURITY               180428
FEE                    0.5000

LOAN                   0000022055867
LAST_NAME              ZELETSKI
ADDRESS                432 ISABELLA AVEUNE
CITY                   CHARLEROI
STATE                  PA
ZIP                    150220000
  MORT                  $  63,000.00 
  BAL                   $        63,000.00 
  RATE                     8.990 
  PAI                   $         638.62 
  CLTV                  77.300 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022055909
LAST_NAME              BAILLARGEON
ADDRESS                2758 80TH ST
CITY                   FREDERIC
STATE                  WI
ZIP                    548370000
  MORT                  $  89,100.00 
  BAL                   $        89,100.00 
  RATE                     9.750 
  PAI                   $         765.51 
  CLTV                  90.000 
MATURITY               130414
FEE                    0.5000

LOAN                   0000022055933
LAST_NAME              BAILEY
ADDRESS                1834 FISCHER ROAD
CITY                   SHARPSBURG
STATE                  GA
ZIP                    302770000
  MORT                  $  44,200.00 
  BAL                   $        44,200.00 
  RATE                     8.990 
  PAI                   $         559.67 
  CLTV                  73.666 
MATURITY               80511
FEE                    0.5000

LOAN                   0000022055966
LAST_NAME              HUSTY
ADDRESS                26 RAMBLESIDE DRIVE
CITY                   MANSFIELD
STATE                  OH
ZIP                    449070000
  MORT                  $  23,400.00 
  BAL                   $        23,400.00 
  RATE                     9.000 
  PAI                   $         188.29 
  CLTV                  34.411 
MATURITY               280423
FEE                    0.5000

LOAN                   0000022055974
LAST_NAME              LEA
ADDRESS                5359 EAST 124TH STREET
CITY                   GARFIELD HE
STATE                  OH
ZIP                    441250000
  MORT                  $  48,000.00 
  BAL                   $        48,000.00 
  RATE                     8.850 
  PAI                   $         427.25 
  CLTV                  57.142 
MATURITY               180420
FEE                    0.5000

LOAN                   0000022056063
LAST_NAME              TUCKER
ADDRESS                401 EDGE ROAD
CITY                   AYDEN
STATE                  NC
ZIP                    285130000
  MORT                  $  17,000.00 
  BAL                   $        17,000.00 
  RATE                     7.990 
  PAI                   $         142.09 
  CLTV                  35.416 
MATURITY               180422
FEE                    0.5000

LOAN                   0000022056071
LAST_NAME              HENDERSON
ADDRESS                241 PARRIS OLIVER DRIVE
CITY                   CAMPOBELLO
STATE                  SC
ZIP                    293220000
  MORT                  $  73,800.00 
  BAL                   $        73,800.00 
  RATE                   10.640 
  PAI                   $         743.76 
  CLTV                  90.000 
MATURITY               180415
FEE                    0.5000

LOAN                   0000022056147
LAST_NAME              KAUFMAN
ADDRESS                423 BROADWAY
CITY                   LAWRENCE
STATE                  NY
ZIP                    115590000
  MORT                  $  65,800.00 
  BAL                   $        65,800.00 
  RATE                     9.990 
  PAI                   $         634.55 
  CLTV                  57.770 
MATURITY               180513
FEE                    0.5000

LOAN                   0000022056188
LAST_NAME              WOLFE
ADDRESS                710 MAIN STREET
CITY                   RUSHVILLE
STATE                  MO
ZIP                    644840000
  MORT                  $  28,900.00 
  BAL                   $        28,900.00 
  RATE                     8.990 
  PAI                   $         292.96 
  CLTV                  85.000 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022056196
LAST_NAME              MAUSTELLER
ADDRESS                 BOX 351
CITY                   BLOOMSBURG
STATE                  PA
ZIP                    178150000
  MORT                  $106,250.00 
  BAL                   $      106,250.00 
  RATE                     8.750 
  PAI                   $         835.87 
  CLTV                  80.798 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022056204
LAST_NAME              ROGERS
ADDRESS                 RT4BOX618 BETHEL CHUR
CITY                   LAURENS
STATE                  SC
ZIP                    293600000
  MORT                  $  32,000.00 
  BAL                   $        32,000.00 
  RATE                     9.390 
  PAI                   $         266.51 
  CLTV                  78.048 
MATURITY               280429
FEE                    0.5000

LOAN                   0000022056212
LAST_NAME              BRYSON
ADDRESS                47 CALVARY STREET
CITY                   WAYNESVILLE
STATE                  NC
ZIP                    287860000
  MORT                  $  58,650.00 
  BAL                   $        58,650.00 
  RATE                   10.750 
  PAI                   $         657.44 
  CLTV                  85.000 
MATURITY               130505
FEE                    0.5000

LOAN                   0000022056220
LAST_NAME              HOLLIFIELD
ADDRESS                2214 MCCRAW ROAD
CITY                   MOORESBORO
STATE                  NC
ZIP                    281140000
  MORT                  $  61,500.00 
  BAL                   $        61,500.00 
  RATE                   11.100 
  PAI                   $         638.99 
  CLTV                  84.246 
MATURITY               180429
FEE                    0.5000

LOAN                   0000022056253
LAST_NAME              ROGERS
ADDRESS                200 ROBYN DRIVE
CITY                   WINCHESTER
STATE                  KY
ZIP                    403910000
  MORT                  $  69,500.00 
  BAL                   $        69,500.00 
  RATE                     8.650 
  PAI                   $         609.76 
  CLTV                  78.089 
MATURITY               180422
FEE                    0.5000

LOAN                   0000022056261
LAST_NAME              COOK
ADDRESS                1803 DODGE CIRCLE NORTH
CITY                   MELBOURNE
STATE                  FL
ZIP                    329350000
  MORT                  $  16,600.00 
  BAL                   $        16,600.00 
  RATE                     8.350 
  PAI                   $         204.49 
  CLTV                  25.538 
MATURITY               80513
FEE                    0.5000

LOAN                   0000022056279
LAST_NAME              HAWKS
ADDRESS                5484 E ORANGE
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462030000
  MORT                  $  47,200.00 
  BAL                   $        47,200.00 
  RATE                     8.700 
  PAI                   $         470.35 
  CLTV                  80.000 
MATURITY               130515
FEE                    0.5000

LOAN                   0000022056287
LAST_NAME              ARRINGTON
ADDRESS                4220 FORT DUPONT TERRACE,
CITY                   WASHINGTON
STATE                  DC
ZIP                    200200000
  MORT                  $  90,000.00 
  BAL                   $        89,881.32 
  RATE                     9.990 
  PAI                   $         867.93 
  CLTV                  90.000 
MATURITY               180415
FEE                    0.5000

LOAN                   0000022056311
LAST_NAME              KANISH
ADDRESS                43 BEECH STREET
CITY                   MUSE
STATE                  PA
ZIP                    153500000
  MORT                  $  25,000.00 
  BAL                   $        25,000.00 
  RATE                     8.590 
  PAI                   $         193.83 
  CLTV                  62.500 
MATURITY               130518
FEE                    0.5000

LOAN                   0000022056360
LAST_NAME              PEASE-DIAZ
ADDRESS                129 DORMAR DRIVE
CITY                   NORTH SYRAC
STATE                  NY
ZIP                    132120000
  MORT                  $  16,400.00 
  BAL                   $        16,400.00 
  RATE                     9.850 
  PAI                   $         215.37 
  CLTV                  76.753 
MATURITY               80513
FEE                    0.5000

LOAN                   0000022056378
LAST_NAME              WILSON
ADDRESS                1905 SAVANNAH PLACE SE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200200000
  MORT                  $  15,000.00 
  BAL                   $        14,984.83 
  RATE                   12.000 
  PAI                   $         165.17 
  CLTV                  73.289 
MATURITY               180417
FEE                    0.5000

LOAN                   0000022056394
LAST_NAME              MASON
ADDRESS                3204 WESTWOOD AVENUE
CITY                   BALTIMORE
STATE                  MD
ZIP                    212160000
  MORT                  $  32,000.00 
  BAL                   $        31,915.43 
  RATE                     9.000 
  PAI                   $         324.57 
  CLTV                  59.259 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022056402
LAST_NAME              MERCER
ADDRESS                19605 WESTERLY AVENUE
CITY                   POOLESVILLE
STATE                  MD
ZIP                    208370000
  MORT                  $  33,000.00 
  BAL                   $        33,000.00 
  RATE                     9.640 
  PAI                   $         347.39 
  CLTV                  74.668 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022056428
LAST_NAME              THOMAS
ADDRESS                10757 JUDY LANE
CITY                   COLUMBIA
STATE                  MD
ZIP                    210440000
  MORT                  $142,700.00 
  BAL                   $      142,700.00 
  RATE                   11.240 
  PAI                   $      1,496.32 
  CLTV                  84.976 
MATURITY               180502
FEE                    0.5000

LOAN                   0000022056469
LAST_NAME              ISOM
ADDRESS                4305 NEW YORK STATE RTE 2
CITY                   SALEM
STATE                  NY
ZIP                    128650000
  MORT                  $  70,000.00 
  BAL                   $        70,000.00 
  RATE                     8.500 
  PAI                   $         607.48 
  CLTV                  66.666 
MATURITY               180430
FEE                    0.5000

LOAN                   0000022056477
LAST_NAME              KUZMISSION
ADDRESS                1022 S 17TH STREET
CITY                   TERRE HAUTE
STATE                  IN
ZIP                    478070000
  MORT                  $  22,000.00 
  BAL                   $        22,000.00 
  RATE                     8.600 
  PAI                   $         217.94 
  CLTV                  57.142 
MATURITY               130511
FEE                    0.5000

LOAN                   0000022056493
LAST_NAME              SMITH
ADDRESS                11907 PROGRESS LANE
CITY                   MITCHELLVIL
STATE                  MD
ZIP                    207210000
  MORT                  $280,000.00 
  BAL                   $      279,811.74 
  RATE                     7.990 
  PAI                   $      2,052.59 
  CLTV                  80.000 
MATURITY               280404
FEE                    0.5000

LOAN                   0000022056527
LAST_NAME              LEHMAN
ADDRESS                704 METZEN STREET
CITY                   HARVARD
STATE                  IL
ZIP                    600330000
  MORT                  $  85,900.00 
  BAL                   $        85,900.00 
  RATE                     8.350 
  PAI                   $         737.33 
  CLTV                  78.090 
MATURITY               180423
FEE                    0.5000

LOAN                   0000022056543
LAST_NAME              FOUST
ADDRESS                966 HILL TOP ROAD
CITY                   ARNOLD
STATE                  MD
ZIP                    210120000
  MORT                  $  33,500.00 
  BAL                   $        33,500.00 
  RATE                     9.490 
  PAI                   $         349.61 
  CLTV                  78.046 
MATURITY               130507
FEE                    0.5000

LOAN                   0000022056550
LAST_NAME              KRINGS
ADDRESS                 BOX 2810
CITY                   SUMMIT
STATE                  NY
ZIP                    121750000
  MORT                  $  12,900.00 
  BAL                   $        12,900.00 
  RATE                     8.500 
  PAI                   $         159.94 
  CLTV                  23.888 
MATURITY               80430
FEE                    0.5000

LOAN                   0000022056568
LAST_NAME              PROUSE
ADDRESS                705 HAYES CROSSING ROAD
CITY                   GILBERT
STATE                  SC
ZIP                    290540000
  MORT                  $  96,300.00 
  BAL                   $        96,300.00 
  RATE                   10.250 
  PAI                   $         862.95 
  CLTV                  90.000 
MATURITY               280403
FEE                    0.5000

LOAN                   0000022056576
LAST_NAME              SADLER
ADDRESS                706 MADISON AVENUE
CITY                   CARY
STATE                  NC
ZIP                    275130000
  MORT                  $  65,000.00 
  BAL                   $        65,000.00 
  RATE                     8.750 
  PAI                   $         649.64 
  CLTV                  54.621 
MATURITY               130512
FEE                    0.5000

LOAN                   0000022056592
LAST_NAME              BAGGETT
ADDRESS                3371 MAPLEHURST DRIVE
CITY                   DECATUR
STATE                  GA
ZIP                    300320000
  MORT                  $  59,200.00 
  BAL                   $        59,200.00 
  RATE                     8.990 
  PAI                   $         532.26 
  CLTV                  80.000 
MATURITY               180506
FEE                    0.5000

LOAN                   0000022056618
LAST_NAME              STAUF
ADDRESS                9269 MARANDA DRIVE
CITY                   SANTEE
STATE                  CA
ZIP                    920710000
  MORT                  $  74,000.00 
  BAL                   $        74,000.00 
  RATE                     8.500 
  PAI                   $         917.49 
  CLTV                  54.814 
MATURITY               80422
FEE                    0.5000

LOAN                   0000022056642
LAST_NAME              LANCASTER
ADDRESS                580 DENNIS AVENUE
CITY                   BRADLEY
STATE                  IL
ZIP                    609150000
  MORT                  $  51,800.00 
  BAL                   $        51,800.00 
  RATE                     8.500 
  PAI                   $         449.53 
  CLTV                  62.409 
MATURITY               180421
FEE                    0.5000

LOAN                   0000022056659
LAST_NAME              HAPPELL
ADDRESS                6 DANA STREET
CITY                   SILVER CREE
STATE                  NY
ZIP                    141360000
  MORT                  $  39,200.00 
  BAL                   $        39,200.00 
  RATE                     8.350 
  PAI                   $         382.58 
  CLTV                  56.000 
MATURITY               130430
FEE                    0.5000

LOAN                   0000022056691
LAST_NAME              CASHMAN
ADDRESS                6 HEMLOCK DRIVE
CITY                   CANTON
STATE                  MA
ZIP                    020210000
  MORT                  $  45,000.00 
  BAL                   $        45,000.00 
  RATE                   10.990 
  PAI                   $         511.19 
  CLTV                  79.773 
MATURITY               130520
FEE                    0.5000


                          Page 66
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022056741
LAST_NAME              FRAZIER
ADDRESS                8037 S. STATE
CITY                   CHICAGO
STATE                  IL
ZIP                    606190000
  MORT                  $  88,000.00 
  BAL                   $        87,767.24 
  RATE                     8.990 
  PAI                   $         892.04 
  CLTV                  80.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022056782
LAST_NAME              BUMPAS
ADDRESS                905 SWANNANOA AVENUE
CITY                   LIBERTY
STATE                  NC
ZIP                    272980000
  MORT                  $  33,750.00 
  BAL                   $        33,701.71 
  RATE                     9.740 
  PAI                   $         289.72 
  CLTV                  75.000 
MATURITY               280204
FEE                    0.5000

LOAN                   0000022056790
LAST_NAME              FRANKLIN
ADDRESS                307 S HUGHES STREET
CITY                   APEX
STATE                  NC
ZIP                    275020000
  MORT                  $  72,250.00 
  BAL                   $        72,250.00 
  RATE                   10.990 
  PAI                   $         745.26 
  CLTV                  85.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022056816
LAST_NAME              PASLEY
ADDRESS                6306 NE GLISAN STREET
CITY                   PORTLAND
STATE                  OR
ZIP                    972130000
  MORT                  $  44,500.00 
  BAL                   $        44,377.68 
  RATE                   13.915 
  PAI                   $         590.10 
  CLTV                  76.545 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022056824
LAST_NAME              DICKENS-FICK
ADDRESS                12308 SURREY CIRCLE DRIVE
CITY                   FORT WASHIN
STATE                  MD
ZIP                    207440000
  MORT                  $147,000.00 
  BAL                   $      147,000.00 
  RATE                     8.990 
  PAI                   $      1,321.65 
  CLTV                  63.913 
MATURITY               180421
FEE                    0.5000

LOAN                   0000022056832
LAST_NAME              SALYERS
ADDRESS                351 FIRST STREET
CITY                   MORROW
STATE                  OH
ZIP                    451520000
  MORT                  $  30,000.00 
  BAL                   $        30,000.00 
  RATE                     9.650 
  PAI                   $         255.55 
  CLTV                  41.095 
MATURITY               130429
FEE                    0.5000

LOAN                   0000022056840
LAST_NAME              DRAHEIM
ADDRESS                41115 JESSE DRIVE
CITY                   MECHANICSVI
STATE                  MD
ZIP                    206590000
  MORT                  $180,000.00 
  BAL                   $      180,000.00 
  RATE                     8.500 
  PAI                   $      1,562.08 
  CLTV                  80.000 
MATURITY               180527
FEE                    0.5000

LOAN                   0000022056865
LAST_NAME              ENG
ADDRESS                1101 CARL DRIVE
CITY                   BAY SHORE
STATE                  NY
ZIP                    117060000
  MORT                  $  26,500.00 
  BAL                   $        26,500.00 
  RATE                   10.990 
  PAI                   $         301.03 
  CLTV                  84.862 
MATURITY               130422
FEE                    0.5000

LOAN                   0000022056899
LAST_NAME              OSBORN
ADDRESS                1017 EMERSON DR
CITY                   DUNEDIN
STATE                  FL
ZIP                    346980000
  MORT                  $  45,500.00 
  BAL                   $        45,395.62 
  RATE                     8.990 
  PAI                   $         365.79 
  CLTV                  63.194 
MATURITY               130311
FEE                    0.5000

LOAN                   0000022056907
LAST_NAME              MITCHELL
ADDRESS                2821 63RD AVE.
CITY                   LANDOVER
STATE                  MD
ZIP                    207850000
  MORT                  $116,000.00 
  BAL                   $      116,000.00 
  RATE                     8.750 
  PAI                   $      1,025.10 
  CLTV                  80.000 
MATURITY               180501
FEE                    0.5000

LOAN                   0000022056915
LAST_NAME              MOORE
ADDRESS                1760 PAYNE ROAD
CITY                   GRAHAM
STATE                  NC
ZIP                    272530000
  MORT                  $  67,200.00 
  BAL                   $        67,159.12 
  RATE                     9.390 
  PAI                   $         559.67 
  CLTV                  80.000 
MATURITY               280318
FEE                    0.5000

LOAN                   0000022056923
LAST_NAME              MOSSOTTI
ADDRESS                6655 E SORRELL HILL ROAD
CITY                   WARNERS
STATE                  NY
ZIP                    131640000
  MORT                  $  27,600.00 
  BAL                   $        27,600.00 
  RATE                     9.850 
  PAI                   $         362.45 
  CLTV                  74.890 
MATURITY               80430
FEE                    0.5000

LOAN                   0000022056931
LAST_NAME              PIANIN
ADDRESS                243-12 72ND AVENUE
CITY                   DOUGLASTON
STATE                  NY
ZIP                    113620000
  MORT                  $  38,000.00 
  BAL                   $        38,000.00 
  RATE                     8.500 
  PAI                   $         329.77 
  CLTV                  10.704 
MATURITY               180427
FEE                    0.5000

LOAN                   0000022056949
LAST_NAME              YANCEY
ADDRESS                1741 LOVE TOWN RD.
CITY                   BUFFALO JUN
STATE                  VA
ZIP                    245290000
  MORT                  $  53,000.00 
  BAL                   $        53,000.00 
  RATE                   10.950 
  PAI                   $         502.73 
  CLTV                  75.714 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022056956
LAST_NAME              HALES
ADDRESS                1 TURNER STREET
CITY                   FAYETTEVIIL
STATE                  NC
ZIP                    283310000
  MORT                  $  51,600.00 
  BAL                   $        51,600.00 
  RATE                     9.590 
  PAI                   $         437.28 
  CLTV                  78.181 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022056964
LAST_NAME              JENNINGS
ADDRESS                548 SPRUCE STREET
CITY                   LUMBERTON
STATE                  NC
ZIP                    283580000
  MORT                  $  39,600.00 
  BAL                   $        39,528.66 
  RATE                     8.990 
  PAI                   $         318.35 
  CLTV                  80.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022056980
LAST_NAME              NIEVES
ADDRESS                6621 121ST AVE N #A
CITY                   LARGO
STATE                  FL
ZIP                    337730000
  MORT                  $  49,800.00 
  BAL                   $        48,637.92 
  RATE                   10.990 
  PAI                   $         565.72 
  CLTV                  72.173 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022056998
LAST_NAME              SIMMS
ADDRESS                1810 TAYLOR ST. NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200180000
  MORT                  $  36,000.00 
  BAL                   $        36,000.00 
  RATE                     9.250 
  PAI                   $         296.16 
  CLTV                  26.277 
MATURITY               130505
FEE                    0.5000

LOAN                   0000022057012
LAST_NAME              WYSONG
ADDRESS                8766 94TH AVE E
CITY                   LARGO
STATE                  FL
ZIP                    337770000
  MORT                  $  24,000.00 
  BAL                   $        23,908.90 
  RATE                     8.990 
  PAI                   $         303.90 
  CLTV                  48.000 
MATURITY               80401
FEE                    0.5000

LOAN                   0000022057020
LAST_NAME              JAMES
ADDRESS                416 TOPEKA AVE.
CITY                   CAPTIAL HIE
STATE                  MD
ZIP                    207430000
  MORT                  $  82,800.00 
  BAL                   $        82,800.00 
  RATE                   11.250 
  PAI                   $         804.20 
  CLTV                  90.000 
MATURITY               130511
FEE                    0.5000

LOAN                   0000022057038
LAST_NAME              GARREN
ADDRESS                1309 GARREN ROAD
CITY                   BELTON
STATE                  SC
ZIP                    296270000
  MORT                  $  44,000.00 
  BAL                   $        43,702.71 
  RATE                     8.990 
  PAI                   $         446.02 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022057046
LAST_NAME              STAIGER
ADDRESS                 RT 2 BOX 127
CITY                   MOBERLY
STATE                  MO
ZIP                    652700000
  MORT                  $  72,800.00 
  BAL                   $        72,735.19 
  RATE                     9.990 
  PAI                   $         638.33 
  CLTV                  80.000 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022057061
LAST_NAME              NEWSOME
ADDRESS                3406 MORRIS FARM DRIVE
CITY                   GREENSBORO
STATE                  NC
ZIP                    274090000
  MORT                  $136,000.00 
  BAL                   $      135,994.14 
  RATE                   10.990 
  PAI                   $      1,294.14 
  CLTV                  85.000 
MATURITY               130317
FEE                    0.5000

LOAN                   0000022057087
LAST_NAME              SAMBOLA
ADDRESS                3417 W METAIRIE SOUTH
CITY                   METAIRIE
STATE                  LA
ZIP                    700010000
  MORT                  $  45,000.00 
  BAL                   $        44,960.78 
  RATE                   10.840 
  PAI                   $         506.97 
  CLTV                  76.739 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022057145
LAST_NAME              DANIEL
ADDRESS                3003 COVINGTON LAKE DRIVE
CITY                   FORT WAYNE
STATE                  IN
ZIP                    468040000
  MORT                  $250,000.00 
  BAL                   $      250,000.00 
  RATE                     9.875 
  PAI                   $      2,170.88 
  CLTV                  74.183 
MATURITY               280427
FEE                    0.5000

LOAN                   0000022057178
LAST_NAME              JONES
ADDRESS                85 ANN AVENUE
CITY                   BATTLE CREE
STATE                  MI
ZIP                    490150000
  MORT                  $  40,000.00 
  BAL                   $        40,000.00 
  RATE                   10.375 
  PAI                   $         439.07 
  CLTV                  61.538 
MATURITY               130506
FEE                    0.5000

LOAN                   0000022057194
LAST_NAME              WILES
ADDRESS                830 CHADWICK CIRCLE
CITY                   FREDERICK
STATE                  MD
ZIP                    217010000
  MORT                  $  66,300.00 
  BAL                   $        66,300.00 
  RATE                     9.675 
  PAI                   $         565.98 
  CLTV                  85.000 
MATURITY               130506
FEE                    0.5000

LOAN                   0000022057210
LAST_NAME              POLLOCK
ADDRESS                2907 VINTON AVE.
CITY                   ROCKFORD
STATE                  IL
ZIP                    611010000
  MORT                  $  30,500.00 
  BAL                   $        30,500.00 
  RATE                     9.950 
  PAI                   $         326.83 
  CLTV                  80.214 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022057343
LAST_NAME              WOODARD
ADDRESS                6061 NC HIGHWAY 11
CITY                   WILLARD
STATE                  NC
ZIP                    284780000
  MORT                  $108,375.00 
  BAL                   $      108,110.07 
  RATE                     9.690 
  PAI                   $      1,023.69 
  CLTV                  85.000 
MATURITY               180325
FEE                    0.5000

LOAN                   0000022057350
LAST_NAME              ANDREWS
ADDRESS                23 AVERY ROAD
CITY                   POCASSET
STATE                  MA
ZIP                    025590000
  MORT                  $100,000.00 
  BAL                   $      100,000.00 
  RATE                     9.900 
  PAI                   $      1,068.50 
  CLTV                  79.365 
MATURITY               130511
FEE                    0.5000

LOAN                   0000022057368
LAST_NAME              HOLLEY
ADDRESS                1480 TALL TIMBER DRIVE
CITY                   TYLER
STATE                  TX
ZIP                    757030000
  MORT                  $  64,280.95 
  BAL                   $        63,652.10 
  RATE                   10.599 
  PAI                   $         870.95 
  CLTV                  40.175 
MATURITY               80323
FEE                    0.5000

LOAN                   0000022057392
LAST_NAME              PYLE
ADDRESS                4952 CAREA ROAD
CITY                   WHITE HALL
STATE                  MD
ZIP                    211610000
  MORT                  $173,500.00 
  BAL                   $      173,500.00 
  RATE                     7.990 
  PAI                   $      1,271.88 
  CLTV                  77.111 
MATURITY               280501
FEE                    0.5000

LOAN                   0000022057459
LAST_NAME              WROSE
ADDRESS                1464 W PRINCETON AVE
CITY                   FLINT
STATE                  MI
ZIP                    485050000
  MORT                  $  49,500.00 
  BAL                   $        49,338.74 
  RATE                   10.750 
  PAI                   $         554.87 
  CLTV                  90.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022057491
LAST_NAME              JACKSON
ADDRESS                9103 HOBART STREET
CITY                   LANDOVER
STATE                  MD
ZIP                    207850000
  MORT                  $  95,200.00 
  BAL                   $        95,200.00 
  RATE                     8.750 
  PAI                   $         748.94 
  CLTV                  80.000 
MATURITY               130513
FEE                    0.5000

LOAN                   0000022057509
LAST_NAME              ROBINSON
ADDRESS                1485-B FORT JACKSON ROAD
CITY                   LUGOFF
STATE                  SC
ZIP                    290780000
  MORT                  $  72,250.00 
  BAL                   $        72,213.10 
  RATE                   10.590 
  PAI                   $         665.77 
  CLTV                  85.000 
MATURITY               280325
FEE                    0.5000

LOAN                   0000022057624
LAST_NAME              RAY
ADDRESS                2233 DELTA DR
CITY                   FAYETVILLE
STATE                  NC
ZIP                    283040000
  MORT                  $  43,000.00 
  BAL                   $        42,905.81 
  RATE                   10.790 
  PAI                   $         402.69 
  CLTV                  82.692 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022057632
LAST_NAME              JR ELLIS
ADDRESS                2310 AFTON ST
CITY                   HILLCREST H
STATE                  MD
ZIP                    207480000
  MORT                  $136,800.00 
  BAL                   $      136,800.00 
  RATE                   10.350 
  PAI                   $      1,352.03 
  CLTV                  90.000 
MATURITY               180518
FEE                    0.5000

LOAN                   0000022057657
LAST_NAME              FLOWERS
ADDRESS                770 CLINTON RIVER DRIVE
CITY                   MOUNT CLEME
STATE                  MI
ZIP                    480430000
  MORT                  $  91,200.00 
  BAL                   $        91,200.00 
  RATE                   11.150 
  PAI                   $         878.88 
  CLTV                  80.000 
MATURITY               130501
FEE                    0.5000

LOAN                   0000022057665
LAST_NAME              HAWKINS-MORG
ADDRESS                1042 JOHNSON ST
CITY                   PORT ALLEN
STATE                  LA
ZIP                    707670000
  MORT                  $  40,000.00 
  BAL                   $        40,000.00 
  RATE                     8.950 
  PAI                   $         404.52 
  CLTV                  80.000 
MATURITY               130508
FEE                    0.5000

LOAN                   0000022057673
LAST_NAME              ASHBY
ADDRESS                1187 WOODBRIDGE DR
CITY                   CLARKSVILLE
STATE                  TN
ZIP                    370420000
  MORT                  $  29,200.00 
  BAL                   $        29,146.96 
  RATE                     9.490 
  PAI                   $         304.74 
  CLTV                  77.527 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022057715
LAST_NAME              COLE
ADDRESS                616 RIVERBEND ROAD
CITY                   CLINTON
STATE                  TN
ZIP                    377160000
  MORT                  $117,800.00 
  BAL                   $      117,800.00 
  RATE                   10.900 
  PAI                   $      1,112.95 
  CLTV                  62.328 
MATURITY               130310
FEE                    0.5000


                          Page 66
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022057731
LAST_NAME              HARRISON
ADDRESS                700 CLEVELAND
CITY                   MOBERLY
STATE                  MO
ZIP                    652700000
  MORT                  $  27,200.00 
  BAL                   $        27,097.89 
  RATE                   11.490 
  PAI                   $         317.58 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022057749
LAST_NAME              JOHNSON
ADDRESS                1461 1463 SOUTH MONROE ST
CITY                   DELAND
STATE                  FL
ZIP                    327200000
  MORT                  $  40,000.00 
  BAL                   $        39,821.72 
  RATE                     9.450 
  PAI                   $         334.89 
  CLTV                  80.000 
MATURITY               130427
FEE                    0.5000

LOAN                   0000022057764
LAST_NAME              FOXWORTH
ADDRESS                 RT 4 BOX 513
CITY                   SUMMERTON
STATE                  SC
ZIP                    291480000
  MORT                  $  43,200.00 
  BAL                   $        43,051.48 
  RATE                   10.990 
  PAI                   $         490.74 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022057772
LAST_NAME              HILL
ADDRESS                1249 OWEN PLACE NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $  15,000.00 
  BAL                   $        15,000.00 
  RATE                   12.800 
  PAI                   $         173.60 
  CLTV                  20.000 
MATURITY               180511
FEE                    0.5000

LOAN                   0000022057806
LAST_NAME              SANFORD
ADDRESS                460 BANNING STREET
CITY                   COPE
STATE                  SC
ZIP                    290380000
  MORT                  $  52,275.00 
  BAL                   $        52,191.68 
  RATE                   10.830 
  PAI                   $         491.13 
  CLTV                  85.000 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022057822
LAST_NAME              DUNBAR
ADDRESS                5409 MAYS DRIVE
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322090000
  MORT                  $  44,000.00 
  BAL                   $        44,000.00 
  RATE                     7.790 
  PAI                   $         316.44 
  CLTV                  80.000 
MATURITY               130511
FEE                    0.5000

LOAN                   0000022057830
LAST_NAME              JACKSON
ADDRESS                2247 SOUTH HAMLIN
CITY                   CHICAGO
STATE                  IL
ZIP                    606230000
  MORT                  $  67,000.00 
  BAL                   $        66,966.98 
  RATE                     9.490 
  PAI                   $         562.88 
  CLTV                  70.526 
MATURITY               130413
FEE                    0.5000

LOAN                   0000022057848
LAST_NAME              DANN
ADDRESS                4338 N RIDGEWAY AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606180000
  MORT                  $  16,950.00 
  BAL                   $        16,574.95 
  RATE                   14.804 
  PAI                   $         272.44 
  CLTV                  80.922 
MATURITY               80217
FEE                    0.5000

LOAN                   0000022057855
LAST_NAME              BAKER
ADDRESS                1363 NAZARETH ROAD
CITY                   LEXINGTON
STATE                  SC
ZIP                    290730000
  MORT                  $  70,200.00 
  BAL                   $        70,200.00 
  RATE                   10.390 
  PAI                   $         636.38 
  CLTV                  90.000 
MATURITY               280325
FEE                    0.5000

LOAN                   0000022057863
LAST_NAME              MCNEILL
ADDRESS                7646 FERGUSON ROAD
CITY                   LIBERTY
STATE                  NC
ZIP                    272980000
  MORT                  $  49,800.00 
  BAL                   $        49,355.06 
  RATE                     9.090 
  PAI                   $         569.27 
  CLTV                  76.615 
MATURITY               100401
FEE                    0.5000

LOAN                   0000022057871
LAST_NAME              OWNBY
ADDRESS                74 CHURCH STREET
CITY                   CHICKAMAUGA
STATE                  GA
ZIP                    307070000
  MORT                  $  51,450.00 
  BAL                   $        51,450.00 
  RATE                   10.650 
  PAI                   $         518.87 
  CLTV                  79.153 
MATURITY               180430
FEE                    0.5000

LOAN                   0000022057889
LAST_NAME              AMES
ADDRESS                314 FRONT ST
CITY                   GRAIN VALLE
STATE                  MO
ZIP                    640290000
  MORT                  $  35,275.00 
  BAL                   $        35,212.32 
  RATE                   12.990 
  PAI                   $         413.02 
  CLTV                  85.000 
MATURITY               180310
FEE                    0.5000

LOAN                   0000022057897
LAST_NAME              JONES
ADDRESS                3213 FIELDSTREAM DRIVE
CITY                   WILSON
STATE                  NC
ZIP                    278960000
  MORT                  $105,400.00 
  BAL                   $      105,235.94 
  RATE                   12.740 
  PAI                   $      1,144.56 
  CLTV                  85.000 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022057913
LAST_NAME              GAGLIARDI
ADDRESS                375 BARTLETT AVENUE
CITY                   STATEN ISLA
STATE                  NY
ZIP                    103120000
  MORT                  $  51,000.00 
  BAL                   $        50,906.33 
  RATE                   12.900 
  PAI                   $         641.92 
  CLTV                  84.599 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022057970
LAST_NAME              BORING
ADDRESS                935 21ST AVE N
CITY                   ST PETERSBU
STATE                  FL
ZIP                    337130000
  MORT                  $  76,000.00 
  BAL                   $        75,918.20 
  RATE                     9.490 
  PAI                   $         793.16 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022058002
LAST_NAME              CHRISTOPOULO
ADDRESS                1439 SE 10 AVENUE
CITY                   FT. LAUDERD
STATE                  FL
ZIP                    333160000
  MORT                  $  42,700.00 
  BAL                   $        42,537.75 
  RATE                     8.700 
  PAI                   $         375.99 
  CLTV                  61.000 
MATURITY               180427
FEE                    0.5000

LOAN                   0000022058010
LAST_NAME              THORNTON
ADDRESS                7509 CLYDE ROAD
CITY                   CHATTANOOGA
STATE                  TN
ZIP                    374210000
  MORT                  $  56,800.00 
  BAL                   $        56,800.00 
  RATE                     8.500 
  PAI                   $         492.93 
  CLTV                  80.000 
MATURITY               180430
FEE                    0.5000

LOAN                   0000022058036
LAST_NAME              SHARPE
ADDRESS                165 UHLAND TERRACE NE
CITY                   WASHINGTON
STATE                  DC
ZIP                    200020000
  MORT                  $  13,500.00 
  BAL                   $        13,490.15 
  RATE                   11.290 
  PAI                   $         155.91 
  CLTV                  84.564 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022058044
LAST_NAME              FAULKNER
ADDRESS                5211 99TH TERRACE
CITY                   PINELLAS PA
STATE                  FL
ZIP                    337820000
  MORT                  $  58,400.00 
  BAL                   $        58,400.00 
  RATE                     8.950 
  PAI                   $         590.60 
  CLTV                  80.000 
MATURITY               130428
FEE                    0.5000

LOAN                   0000022058069
LAST_NAME              SHAW
ADDRESS                700 W ARCADIA LAKE DR
CITY                   COLUMBIA
STATE                  SC
ZIP                    292060000
  MORT                  $144,000.00 
  BAL                   $      143,840.73 
  RATE                     9.950 
  PAI                   $      1,258.39 
  CLTV                  90.000 
MATURITY               280302
FEE                    0.5000

LOAN                   0000022058119
LAST_NAME              HODGES
ADDRESS                337 HANCOCK ROAD,NE
CITY                   CLEVELAND
STATE                  TN
ZIP                    373230000
  MORT                  $  67,300.00 
  BAL                   $        67,122.14 
  RATE                     9.000 
  PAI                   $         682.61 
  CLTV                  78.255 
MATURITY               130420
FEE                    0.5000

LOAN                   0000022058135
LAST_NAME              BUNDRICK
ADDRESS                251 HARVESTVIEW RD
CITY                   CHAPIN
STATE                  SC
ZIP                    290360000
  MORT                  $  93,925.00 
  BAL                   $        93,925.00 
  RATE                   10.500 
  PAI                   $         859.18 
  CLTV                  85.000 
MATURITY               280318
FEE                    0.5000

LOAN                   0000022058176
LAST_NAME              WEBB
ADDRESS                213 WESTCHESTER ROAD
CITY                   WILMINGTON
STATE                  NC
ZIP                    284090000
  MORT                  $  54,400.00 
  BAL                   $        54,400.00 
  RATE                     9.490 
  PAI                   $         457.03 
  CLTV                  80.000 
MATURITY               130318
FEE                    0.5000

LOAN                   0000022058200
LAST_NAME              BLACKMON
ADDRESS                1112 DELANO STREET
CITY                   DURHAM
STATE                  NC
ZIP                    277030000
  MORT                  $  49,600.00 
  BAL                   $        49,570.62 
  RATE                     9.590 
  PAI                   $         420.33 
  CLTV                  80.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022058226
LAST_NAME              RAMSEY
ADDRESS                8315 S SEELEY AVENUE
CITY                   CHICAGO
STATE                  IL
ZIP                    606200000
  MORT                  $  82,400.00 
  BAL                   $        82,400.00 
  RATE                   10.690 
  PAI                   $         920.58 
  CLTV                  80.000 
MATURITY               130512
FEE                    0.5000

LOAN                   0000022058234
LAST_NAME              EZELL
ADDRESS                5703 NOLAND ROAD
CITY                   SHAWNEE
STATE                  KS
ZIP                    662160000
  MORT                  $  60,000.00 
  BAL                   $        59,869.93 
  RATE                   14.862 
  PAI                   $         834.10 
  CLTV                  76.270 
MATURITY               130320
FEE                    0.5000

LOAN                   0000022058242
LAST_NAME              COATES
ADDRESS                1162 INDIAN SPRINGS ROAD
CITY                   MOUNT OLIVE
STATE                  NC
ZIP                    283650000
  MORT                  $  56,250.00 
  BAL                   $        55,964.44 
  RATE                     8.490 
  PAI                   $         553.59 
  CLTV                  69.875 
MATURITY               130316
FEE                    0.5000

LOAN                   0000022058259
LAST_NAME              SCHWARTZ
ADDRESS                2450 CLEVELAND RD.
CITY                   ASHLEY
STATE                  MI
ZIP                    488060000
  MORT                  $  31,680.00 
  BAL                   $        31,680.00 
  RATE                   12.620 
  PAI                   $         392.95 
  CLTV                  76.439 
MATURITY               130417
FEE                    0.5000

LOAN                   0000022058267
LAST_NAME              CHARLES
ADDRESS                910 CLAY STREET
CITY                   SUMTER
STATE                  SC
ZIP                    291540000
  MORT                  $  45,600.00 
  BAL                   $        45,506.62 
  RATE                     8.990 
  PAI                   $         366.59 
  CLTV                  80.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022058275
LAST_NAME              REDDICK
ADDRESS                6008 BRIGHTLEAF ROAD
CITY                   GOLDSBORO
STATE                  NC
ZIP                    275300000
  MORT                  $  50,000.00 
  BAL                   $        49,945.61 
  RATE                   10.790 
  PAI                   $         468.25 
  CLTV                  80.000 
MATURITY               130325
FEE                    0.5000

LOAN                   0000022058283
LAST_NAME              ROYSE
ADDRESS                502 LIMEWOOD CIRCLE
CITY                   SEFFNER
STATE                  FL
ZIP                    335840000
  MORT                  $  67,500.00 
  BAL                   $        67,331.47 
  RATE                     9.990 
  PAI                   $         591.87 
  CLTV                  90.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022058291
LAST_NAME              BROWN
ADDRESS                2 BRANCH ST
CITY                   MANNING
STATE                  SC
ZIP                    291020000
  MORT                  $  21,790.00 
  BAL                   $        21,790.00 
  RATE                   13.240 
  PAI                   $         279.16 
  CLTV                  72.304 
MATURITY               130302
FEE                    0.5000

LOAN                   0000022058309
LAST_NAME              TAYLOR
ADDRESS                1509 BRIAN STREET
CITY                   LEBANON
STATE                  TN
ZIP                    370870000
  MORT                  $110,500.00 
  BAL                   $      110,348.40 
  RATE                     9.390 
  PAI                   $      1,146.55 
  CLTV                  85.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022058317
LAST_NAME              KONSDORF
ADDRESS                5522 RIVER REACH DR
CITY                   BELVIDERE
STATE                  IL
ZIP                    610080000
  MORT                  $  47,500.00 
  BAL                   $        47,419.88 
  RATE                   14.861 
  PAI                   $         660.30 
  CLTV                  76.785 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022058325
LAST_NAME              MALLIK
ADDRESS                317 NW 43RD PLACE
CITY                   POMPANO BEA
STATE                  FL
ZIP                    330640000
  MORT                  $  72,000.00 
  BAL                   $        71,959.85 
  RATE                     9.990 
  PAI                   $         631.33 
  CLTV                  90.000 
MATURITY               130323
FEE                    0.5000

LOAN                   0000022058333
LAST_NAME              WESTMORELAND
ADDRESS                336 SCOTTRIDGE DRIVE
CITY                   CHARLOTTE
STATE                  NC
ZIP                    282170000
  MORT                  $  88,000.00 
  BAL                   $        87,928.03 
  RATE                   10.240 
  PAI                   $         787.92 
  CLTV                  80.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022058341
LAST_NAME              BUSH
ADDRESS                1496 W. 5TH ST.
CITY                   JACKSONVILL
STATE                  FL
ZIP                    322090000
  MORT                  $  34,400.00 
  BAL                   $        34,334.45 
  RATE                   10.490 
  PAI                   $         314.42 
  CLTV                  71.666 
MATURITY               130310
FEE                    0.5000

LOAN                   0000022058358
LAST_NAME              HALL
ADDRESS                1740 IRVINGTON AVE
CITY                   EVANSVILLE
STATE                  IN
ZIP                    477110000
  MORT                  $  41,250.00 
  BAL                   $        41,194.22 
  RATE                   11.250 
  PAI                   $         475.35 
  CLTV                  75.000 
MATURITY               130401
FEE                    0.5000

LOAN                   0000022058408
LAST_NAME              BREEDLOVE
ADDRESS                255 CLAPP FARMS ROAD
CITY                   GREENSBORO
STATE                  NC
ZIP                    274050000
  MORT                  $  26,000.00 
  BAL                   $        26,000.00 
  RATE                   10.850 
  PAI                   $         293.07 
  CLTV                  77.393 
MATURITY               130430
FEE                    0.5000

LOAN                   0000022058424
LAST_NAME              MINTON
ADDRESS                1106 VAN SANT RD
CITY                   LEESVILLE
STATE                  SC
ZIP                    290700000
  MORT                  $  61,650.00 
  BAL                   $        61,550.26 
  RATE                   10.490 
  PAI                   $         563.48 
  CLTV                  75.000 
MATURITY               130309
FEE                    0.5000

LOAN                   0000022058531
LAST_NAME              FARISH
ADDRESS                27450 HOLIDAY DRIVE
CITY                   DADE CITY
STATE                  FL
ZIP                    335250000
  MORT                  $  34,780.00 
  BAL                   $        34,717.05 
  RATE                     8.850 
  PAI                   $         349.67 
  CLTV                  59.965 
MATURITY               130330
FEE                    0.5000


                          Page 67
<PAGE>


g                                                       7/7/98

              GE CAPITAL MORTGAGE SERVICES, INC.
  HOME EQUITY LOAN PASS-THROUGH CERTIFICATE, SERIES 1998-HE2
                         EXHIBIT 'C'
                         -----------

LOAN                   0000022058549
LAST_NAME              SHELTON
ADDRESS                176 DEAN DRIVE
CITY                   GEORGE TOWN
STATE                  TN
ZIP                    373360000
  MORT                  $  13,000.00 
  BAL                   $        13,000.00 
  RATE                   10.650 
  PAI                   $         176.51 
  CLTV                  70.251 
MATURITY               80513
FEE                    0.5000

LOAN                   0000022058556
LAST_NAME              CHRISTIAN
ADDRESS                1857 SEA ISLE RD
CITY                   MEMPHIS
STATE                  TN
ZIP                    381170000
  MORT                  $  46,500.00 
  BAL                   $        46,500.00 
  RATE                     8.950 
  PAI                   $         416.88 
  CLTV                  70.454 
MATURITY               180505
FEE                    0.5000

LOAN                   0000022058572
LAST_NAME              FARR
ADDRESS                11182 DOUBLEGATE
CITY                   EADS
STATE                  TN
ZIP                    380280000
  MORT                  $264,000.00 
  BAL                   $      264,000.00 
  RATE                   10.150 
  PAI                   $      2,346.11 
  CLTV                  80.000 
MATURITY               130505
FEE                    0.5000

LOAN                   0000022058580
LAST_NAME              MITCHELL
ADDRESS                13483 53RD CT NORTH
CITY                   ROYAL PALM
STATE                  FL
ZIP                    334110000
  MORT                  $  68,000.00 
  BAL                   $        68,000.00 
  RATE                     9.450 
  PAI                   $         631.64 
  CLTV                  79.069 
MATURITY               180505
FEE                    0.5000

LOAN                   0000022058606
LAST_NAME              BRICE
ADDRESS                100 HURST ST
CITY                   WILLIAMSBUR
STATE                  VA
ZIP                    231850000
  MORT                  $  65,000.00 
  BAL                   $        65,000.00 
  RATE                     9.850 
  PAI                   $         563.23 
  CLTV                  64.356 
MATURITY               130520
FEE                    0.5000

LOAN                   0000022058630
LAST_NAME              GREGORY
ADDRESS                714 VILLA PLACE
CITY                   BRANDON
STATE                  FL
ZIP                    335100000
  MORT                  $  34,000.00 
  BAL                   $        34,000.00 
  RATE                     8.950 
  PAI                   $         429.78 
  CLTV                  56.666 
MATURITY               80504
FEE                    0.5000

LOAN                   0000022058648
LAST_NAME              JONES
ADDRESS                1049 TUCKWANNA DRIVE SW
CITY                   ATLANTA
STATE                  GA
ZIP                    303110000
  MORT                  $  69,152.00 
  BAL                   $        69,152.00 
  RATE                     8.950 
  PAI                   $         699.34 
  CLTV                  62.865 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022058697
LAST_NAME              COLLOPY
ADDRESS                4533 POLK CITY ROAD
CITY                   HAINES CITY
STATE                  FL
ZIP                    338440000
  MORT                  $  72,000.00 
  BAL                   $        72,000.00 
  RATE                     9.350 
  PAI                   $         745.34 
  CLTV                  80.000 
MATURITY               130504
FEE                    0.5000

LOAN                   0000022058713
LAST_NAME              MCGUFFIN
ADDRESS                3006 S HARLAN
CITY                   INDIANAPOLI
STATE                  IN
ZIP                    462370000
  MORT                  $  42,000.00 
  BAL                   $        42,000.00 
  RATE                     9.250 
  PAI                   $         345.53 
  CLTV                  64.615 
MATURITY               280513
FEE                    0.5000

LOAN                   0000070022108
LAST_NAME              PANKEY
ADDRESS                4611 N. CONSTANTINE AVE
CITY                   PEORIA HEIG
STATE                  IL
ZIP                    616140000
  MORT                  $105,500.00 
  BAL                   $      105,249.42 
  RATE                     8.650 
  PAI                   $         822.45 
  CLTV                  78.731 
MATURITY               280101
FEE                    0.5000

LOAN                   0000070022769
LAST_NAME              YUNG
ADDRESS                189 CAMEO DRIVE
CITY                   LIVERMORE
STATE                  CA
ZIP                    945500000
  MORT                  $167,600.00 
  BAL                   $      167,290.09 
  RATE                     8.450 
  PAI                   $      1,282.76 
  CLTV                  80.000 
MATURITY               280201
FEE                    0.5000

LOAN                   0000070023882
LAST_NAME              LEALI
ADDRESS                4930 WORCHESTER STREET
CITY                   DENVER
STATE                  CO
ZIP                    802390000
  MORT                  $118,500.00 
  BAL                   $      118,224.91 
  RATE                     9.850 
  PAI                   $      1,026.81 
  CLTV                  88.432 
MATURITY               271211
FEE                    0.5000

LOAN                   0000070023973
LAST_NAME              AESCHLIMAN
ADDRESS                232 EARL AVENUE
CITY                   CREVE COEUR
STATE                  IL
ZIP                    616100000
  MORT                  $  42,300.00 
  BAL                   $        41,216.07 
  RATE                     9.550 
  PAI                   $         442.98 
  CLTV                  90.000 
MATURITY               121218
FEE                    0.5000

LOAN                   0000070025457
LAST_NAME              FLOWERS
ADDRESS                4522 ST. LOUIS AVENUE
CITY                   ST LOUIS
STATE                  MO
ZIP                    631150000
  MORT                  $  37,350.00 
  BAL                   $        36,870.81 
  RATE                     9.500 
  PAI                   $         390.02 
  CLTV                  90.000 
MATURITY               121222
FEE                    0.5000

LOAN                   0000070050281
LAST_NAME              HOFFMAN
ADDRESS                504 N. FOURTH ST.
CITY                   DUNLAP
STATE                  IL
ZIP                    615250000
  MORT                  $  45,904.00 
  BAL                   $        45,468.60 
  RATE                     8.450 
  PAI                   $         450.69 
  CLTV                  76.506 
MATURITY               130206
FEE                    0.5000

LOAN                   0000070053830
LAST_NAME              CARLSON
ADDRESS                2897 E. DIVISION ST.
CITY                   DECATUR
STATE                  IL
ZIP                    625260000
  MORT                  $  32,000.00 
  BAL                   $        31,794.94 
  RATE                     8.550 
  PAI                   $         278.72 
  CLTV                  80.000 
MATURITY               180122
FEE                    0.5000

LOAN                   0000070055793
LAST_NAME              FISHER
ADDRESS                204 W. ILLINOIS STREET
CITY                   JOY
STATE                  IL
ZIP                    612600000
  MORT                  $  19,000.00 
  BAL                   $        18,781.31 
  RATE                     9.850 
  PAI                   $         202.43 
  CLTV                  67.857 
MATURITY               130126
FEE                    0.5000

LOAN                   0000070058177
LAST_NAME              WAKEFIELD
ADDRESS                661 NORTH COUNTY ROAD
CITY                   NEWMAN
STATE                  IL
ZIP                    619420000
  MORT                  $  80,000.00 
  BAL                   $        79,597.36 
  RATE                     8.150 
  PAI                   $         676.64 
  CLTV                  80.000 
MATURITY               180219
FEE                    0.5000

LOAN                   0000070061171
LAST_NAME              BIHARY
ADDRESS                6618 KINGSWAY DR.
CITY                   AFFTON
STATE                  MO
ZIP                    631230000
  MORT                  $  72,800.00 
  BAL                   $        72,665.38 
  RATE                     8.450 
  PAI                   $         557.19 
  CLTV                  80.000 
MATURITY               280201
FEE                    0.5000

LOAN                   0000070065883
LAST_NAME              BLEDSOE
ADDRESS                610 BROADWAY STREET
CITY                   HILLSBORO
STATE                  IL
ZIP                    620490000
  MORT                  $  58,500.00 
  BAL                   $        58,047.16 
  RATE                     9.350 
  PAI                   $         605.59 
  CLTV                  86.029 
MATURITY               130205
FEE                    0.5000

LOAN                   0000070086236
LAST_NAME              BYRD
ADDRESS                605 NEW ORCHARD PLACE
CITY                   UPPER MARLB
STATE                  MD
ZIP                    207740000
  MORT                  $131,200.00 
  BAL                   $      131,035.49 
  RATE                     8.350 
  PAI                   $         994.90 
  CLTV                  80.000 
MATURITY               280301
FEE                    0.5000

LOAN                   0000070091038
LAST_NAME              MOIR
ADDRESS                2404 TOMPAU PLACE
CITY                   ALPINE
STATE                  CA
ZIP                    919010000
  MORT                  $276,000.00 
  BAL                   $      275,577.57 
  RATE                     8.350 
  PAI                   $      2,092.93 
  CLTV                  80.000 
MATURITY               280401
FEE                    0.5000

LOAN                   0000070096532
LAST_NAME              DOUGHERTY
ADDRESS                10829 MURRAY DRIVE
CITY                   NORTHGLENN
STATE                  CO
ZIP                    802330000
  MORT                  $  87,500.00 
  BAL                   $        87,219.89 
  RATE                     8.500 
  PAI                   $         759.35 
  CLTV                  70.000 
MATURITY               180301
FEE                    0.5000

LOAN                   0000070114137
LAST_NAME              LLAMAS
ADDRESS                1321 ANACONDA ST. SW
CITY                   ALBUQUERQUE
STATE                  NM
ZIP                    871210000
  MORT                  $  80,700.00 
  BAL                   $        80,246.28 
  RATE                     8.350 
  PAI                   $         787.61 
  CLTV                  84.947 
MATURITY               130301
FEE                    0.5000

LOAN                   0000070117718
LAST_NAME              SEDILLOS
ADDRESS                9168 FLOWER COURT
CITY                   WESTMINSTER
STATE                  CO
ZIP                    800210000
  MORT                  $105,400.00 
  BAL                   $      105,336.15 
  RATE                     8.500 
  PAI                   $         810.43 
  CLTV                  84.320 
MATURITY               280401
FEE                    0.5000

LOAN                   0000070126107
LAST_NAME              NORTH
ADDRESS                4077 NE 11TH AVE
CITY                   PORTLAND
STATE                  OR
ZIP                    972120000
  MORT                  $  65,000.00 
  BAL                   $        64,933.04 
  RATE                     9.300 
  PAI                   $         537.10 
  CLTV                  56.521 
MATURITY               280401
FEE                    0.5000

LOAN                   0000070186689
LAST_NAME              HOPKINS
ADDRESS                3 TIMBERLINE PLACE
CITY                   BOISE
STATE                  ID
ZIP                    837060000
  MORT                  $  51,000.00 
  BAL                   $        50,974.91 
  RATE                     9.500 
  PAI                   $         428.84 
  CLTV                  66.233 
MATURITY               280501
FEE                    0.5000

LOAN                   0000070216114
LAST_NAME              MARTINEZ
ADDRESS                140 E 4TH AVENUE
CITY                   LONGMONT
STATE                  CO
ZIP                    805010000
  MORT                  $  76,000.00 
  BAL                   $        76,000.00 
  RATE                     8.200 
  PAI                   $         645.19 
  CLTV                  80.000 
MATURITY               180501
FEE                    0.5000

LOAN                   2775
LAST_NAME
ADDRESS
CITY
STATE
ZIP
  MORT  
  BAL                   $194,423,719.67 
  RATE  
  PAI                   $1,761,658.32 
  CLTV  
MATURITY
FEE


                          Page 68


<PAGE>


                               EXHIBIT D

                     FORM OF SERVICER'S CERTIFICATE


                       _______________,  _______
                              (month)     (year)

                   GE CAPITAL MORTGAGE SERVICES, INC.
              Home Equity Loan Pass-Through Certificates,
                            Series 1998-HE2

           Pursuant to the Pooling and Servicing Agreement dated
as of June 1, 1998 (the "Agreement") between GE Capital Mortgage
Services, Inc. (the "Company"), and The First National Bank of
Chicago (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:

          Mortgage Loan Information:

A.   (1)   Aggregate Monthly Payments
             Due:

           (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 on
           Self-Amortizing Mortgage 
           Loans and applied in 
           the applicable Prepayment 
           Period:

           (a)  Principal               $_________
           (b)  Interest                $_________
           (c)  Total                   $_________


<PAGE>


     (4) Aggregate Principal Prepayments 
           in full received in the
           applicable Prepayment Period:

           (a)  Principal               $_________
           (b)  Interest                $_________
           (c)  Total                   $_________


     (5) Aggregate Insurance Proceeds 
           (including purchases of
           Mortgage Loans by primary 
           mortgage insurers) for prior month:

           (a)  Principal               $_________
           (b)  Interest                $_________
           (c)  Total                   $_________


     (6) Aggregate Liquidation 
           Proceeds for prior month:

           (a)  Principal               $_________
           (b)  Interest                $_________
           (c)  Total                   $_________


     (7) Aggregate Purchase Prices for
           Defaulted Mortgage Loans:

           (a)  Principal               $_________
           (b)  Interest                $_________
           (c)  Total                   $_________


     (8) Aggregate Purchase Prices 
           (and substitution adjustments)
           for Defective Mortgage Loans:

           (a)  Principal               $_________
           (b)  Interest                $_________
           (c)  Total                   $_________


     (9)   Pool Principal Balance:      $_________



     (10)  Available Funds:

           (a)  Available Interest 
                  Funds                 $_________
           (b)  Available 
                  Principal Fund        $_________


     (11)  Realized Losses for 
             the prior month            $_________


<PAGE>


(12)  Aggregate Realized Losses:

           (a)  Deficient Valuations    $_________
           (b)  Special Hazard Losses   $_________
           (c)  Fraud Losses            $_________
           (d)  Excess Bankruptcy 
                  Losses                $_________
           (e)  Excess Special Hazard 
                  Losses                $_________
           (f)  Excess Fraud Losses     $_________


(13)  Compensating Interest Payment:   $_________

(14)  Net Simple Interest Shortfall:   $_________

(15)  Net Simple Interest Excess:      $_________

(16)  Simple Interest Shortfall
        Payment                        $_________

(17)  Unpaid Net Simple Interest Shortfall:

     Class A1                          $_________
     Class A2                          $_________
     Class A3                          $_________
     Class A4                          $_________
     Class A5                          $_________
     Class A6                          $_________
     Class A7                          $_________
     Class S                           $_________
     Class M                           $_________
     Class B1                          $_________
     Class B2                          $_________
     Class B3                          $_________
     Class B4                          $_________
     Class B5                          $_________

(18)  Class Certificate Interest Rate of:

     Class M                           _________%
     Class B1                          _________%
     Class B2                          _________%
     Class B3                          _________%
     Class B4                          _________%
     Class B5                          _________%
     Class S                           _________%


<PAGE>


     (19)  Accrued Certificate Interest and
             Pay-out Rate:

     Class A1                  $_________      _______%
     Class A2                  $_________      _______%
     Class A3                  $_________      _______%
     Class A4                  $_________      _______%
     Class A5                  $_________      _______%
     Class A6                  $_________      _______%
     Class A7                  $_________      _______%
     Class S                   $_________      _______%
     Class M                   $_________      _______%
     Class B1                  $_________      _______%
     Class B2                  $_________      _______%
     Class B3                  $_________      _______%
     Class B4                  $_________      _______%
     Class B5                  $_________      _______%


(20) Principal distributable:

     Class A1                  $_________
     Class A2                  $_________
     Class A3                  $_________
     Class A4                  $_________
     Class A5                  $_________
     Class A6                  $_________
     Class A7                  $_________
     Class M                   $_________
     Class B1                  $_________
     Class B2                  $_________
     Class B3                  $_________
     Class B4                  $_________
     Class B5                  $_________
     Class R1                  $_________
     Class R2                  $_________

     (21) Additional distri-               
            butions to the                 
            Class R1 Certif-               
            icate pursuant to              
            Section 2.05 (d):  $_________  
                                           
          
<PAGE>


     (22) Additional distri-               
            butions to the                 
            Class R2 Certif-               
            icate pursuant to              
            Section 4.01 (c):  $_________  
                                           
          
      B.   Other Amounts:

     1. Senior Percentage for such    
          Distribution Date:          ______________%

     2. Senior Prepayment Percentage 
        for such Distribution Date:   ______________% 

     3. Junior Percentage for 
           such Distribution Date:    ______________% 


     4. Junior Prepayment Percentage 
          for such Distribution Date: ______________%

     5. Subordinate Certificate       
          Writedown Amount for
          such Distribution Date:     $______________


                                        Yes       No
     6. Prepayment Distribution         ---       --
          Trigger Satisfied:

     Class B1                          _______  _______
     Class B2                          _______  _______
     Class B3                          _______  _______
     Class B4                          _______  _______
     Class B5                          _______  _______

Capitalized terms used in this Certificate shall have the same
meanings as in the Agreement.


<PAGE>


                               EXHIBIT E

          FORM OF TRANSFER CERTIFICATE AS TO ERISA MATTERS FOR
                DEFINITIVE ERISA-RESTRICTED CERTIFICATES

The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois  60670-0126

      [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 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 The First National Bank of Chicago, as Trustee and GE
Capital Mortgage Services, Inc., dated as of June 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 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
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).


<PAGE>


      [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:


<PAGE>


                               EXHIBIT F

               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 R1 Certificate" or a "Class R2 Certificate" of GE
Capital Mortgage Services, Inc.'s Home Equity Loan Pass-Through
Certificates, Series 1998-HE2.

          4. That the Purchaser is not, and on __________ [insert
date of transfer of Residual Certificate to Purchaser] will not
be, and is not and on such date will not be investing the assets
of, an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or a plan
subject to Code Section 4975 or a person or entity that is using
the assets of any employee benefit plan or other plan to acquire
a Residual Certificate.


<PAGE>


          5. That the Purchaser hereby acknowledges that under
the terms of the Pooling and Servicing Agreement (the
"Agreement") between The First National Bank of Chicago, as
Trustee, and GE Capital Mortgage Services, Inc. dated as of June
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.


<PAGE>


         11. That the Purchaser agrees to such amendments of the
Pooling and Servicing Agreement as may be required to further
effectuate the restrictions on transfer of any Residual
Certificate to such a "disqualified organization," an agent
thereof, a Book-Entry Nominee, or a person that does not satisfy
the requirements of paragraph 7 and paragraph 10 hereof.

         12. That the Purchaser consents to the designation of the
Company as its agent to act as "tax matters person" of the Lower
Tier REMIC or the Upper Tier REMIC, as applicable, pursuant to
the Pooling and Servicing Agreement.


<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__.


<PAGE>



                               EXHIBIT G

             LETTER FROM TRANSFEROR OF RESIDUAL CERTIFICATE

                        _____________________
                               Date

The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois  60670-0126

           Re:  GE Capital Mortgage Services, Inc.
                Home Equity Loan Pass-Through Certificates, Series 1998-HE2
                ___________________________________________________________

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


Assumption Fees                           Determined on a Case-by-Case Basis

Late Charges                              Per Loan Documents

Appraisal/Inspection Fees                 Reasonable and Customary
                                          Charges

Partial Release Fees                      $0

Easements                                 $0

Insufficient Funds Charges                $0

Document Requests 
  (copies of loan file 
  documents, additional
  pay-off quotations, 
  amortization schedules, 
  payment histories)                      $0

Modification Fees                         $0

Prepayment Premiums                       Per Loan Documents


<PAGE>


                               EXHIBIT I

                     FORM OF INVESTMENT LETTER FOR
                   DEFINITIVE RESTRICTED CERTIFICATES


                                        ___________________
                                               Date

The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois  60670-0126


                Re:  GE Capital Mortgage Services, Inc.
                     Home Equity Loan Pass-Through
                     Certificates, Series 1998-HE2
                     _____________________________

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 The First National
Bank of Chicago, as Trustee, and GE Capital Mortgage Services,
Inc. (the "Company"), dated as of June 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.


<PAGE>


           [9.[The Restricted Certificates shall be registered in the 
name of _____________________________ as nominee for the Investor.]

           IN WITNESS WHEREOF, the Investor has caused this
instrument to be executed on its behalf, pursuant to authority of
its Board of Directors, by its [title of officer] _____________
this _____ day of __________, 19__.


                              ___________________________
                                 [name of Investor]

                               By:_______________________
                                  Name:
                                  Title:
The undersigned hereby 
acknowledges that it  
is holding and will
 hold the Restricted                          
Certificates at the 
exclusive direction of                       
and as nominee of the 
Investor named above.                      
                    

_____________________________
[name of nominee]


By:__________________________
   Name:
   Title:


<PAGE>



                               EXHIBIT J

                  FORM OF DISTRIBUTION DATE STATEMENT

                        ________________, _____
                               (month)   (year)

                   GE CAPITAL MORTGAGE SERVICES, INC.
              Home Equity Loan Pass-Through Certificates,
                            Series 1998-HE2

           Pursuant to the Pooling and Servicing Agreement dated
as of June 1, 1998 (the "Agreement") between GE Capital Mortgage
Services, Inc. (the "Company"), and The First National Bank of
Chicago (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 M                           $__________
                  Class B1                          $__________
                  Class B2                          $__________
                  Class B3                          $__________
                  Class B4                          $__________
                  Class B5                          $__________
                  Class R1                          $__________
                  Class R2                          $__________


<PAGE>





           (2)    Aggregate principal prepayments 
                    included indistribution:

                  Class A1                          $__________
                  Class A2                          $__________
                  Class A3                          $__________
                  Class A4                          $__________
                  Class A5                          $__________
                  Class A6                          $__________
                  Class A7                          $__________
                  Class M                           $__________
                  Class B1                          $__________
                  Class B2                          $__________
                  Class B3                          $__________
                  Class B4                          $__________
                  Class B5                          $__________
                  Class R1                          $__________
                  Class R2                          $__________

           (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 S                           $__________    ____%
                  Class M                           $__________    ____%
                  Class B1                          $__________    ____%
                  Class B2                          $__________    ____%
                  Class B3                          $__________    ____%
                  Class B4                          $__________    ____%
                  Class B5                          $__________    ____%


<PAGE>


           (4)    Amount of distribution allocable to
                    Unanticipated Recoveries:

                  Class A1                         $__________  ____%
                  Class A2                         $__________  ____%
                  Class A3                         $__________  ____%
                  Class A4                         $__________  ____%
                  Class A5                         $__________  ____%
                  Class A6                         $__________  ____%
                  Class M                          $__________  ____%
                  Class B1                         $__________  ____%
                  Class B2                         $__________  ____%
                  Class B3                         $__________  ____%
                  Class B4                         $__________  ____%
                  Class B5                         $__________  ____%
                  Class R1                         $__________  ____%
                  Class R2                         $__________  ____%

           (5)  Servicing Compensation:            $__________

           The amounts below are for the aggregate of all  Certificates:
            
           (6)  Pool Principal Balance;
                  number of Mortgage Loans:         $__________

                                                    $__________

           (7)  Class Certificate Principal 
                  Balance (or Notional principal
                  Balance) of each Class;
                  Certificate Principal 
                  Balance (or Notional
                  Principal Balance) of 
                  Single Certificate of
                  each Class:
                                                 Single
                                               Certificate
                  Class       Class Balance      Balance

                Class A1      $__________     $__________
                Class A2      $__________     $__________
                Class A3      $__________     $__________
                Class A4      $__________     $__________
                Class A5      $__________     $__________
                Class A6      $__________     $__________
                Class A7      $__________     $__________


<PAGE>


                Class M       $__________     $__________
                Class S       $__________     $__________
                Class B1      $__________     $__________
                Class B2      $__________     $__________
                Class B3      $__________     $__________
                Class B4      $__________     $__________
                Class B5      $__________     $__________
                Class R1      $__________     $__________
                Class R2      $__________     $__________

           (8) Book value of real estate
                 acquired on behalf of
                 Certificate- holders; 
                 number of related
                 Mortgage Loans:
                                               $___________   ___________
                                                ___________   ___________

          (9) Aggregate Scheduled 
                Principal Balance and
                number of delinquent 
                Mortgage Loans:

          one payment delinquent               $___________   ___________
          two payments delinquent              $___________   ___________
           three or more payments
              delinquent                       $___________   ___________
          In foreclosure                       $___________   ___________

           (10) Aggregate Scheduled 
                  Principal Balance and
                  number of replaced
                  Mortgage Loans                         $___________   
                                                          ___________   

           (11) Unpaid Net Simple Interest 
                  Shortfall:                   
                                                     
                  Class A1                $__________
                  Class A2                $__________
                  Class A3                $__________
                  Class A4                $__________
                  Class A5                $__________
                  Class A6                $__________
                  Class A7                $__________
                  


<PAGE>


                  Class S                 $__________
                  Class M                 $__________
                  Class B1                $__________
                  Class B2                $__________
                  Class B3                $__________
                  Class B4                $__________
                  Class B5                $__________

           (12) Class Certificate Interest
                  Rate of:

                  Class M                 ___________%
                  Class B1                ___________%
                  Class B2                ___________%
                  Class B3                ___________%
                  Class B4                ___________%
                  Class B5                ___________%
                  Class S                 ___________%

           (13) Senior Percentage for such
                  Distribution Date:                __________%

           (14) Senior Prepayment Percentage
                  for such Distribution Date:       __________%

           (15) Junior Percentage for
                  such Distribution Date:           __________%

           (16) Junior Prepayment Percentage
                  for such Distribution Date:       __________%

Capitalized terms used in this Statement shall have the same
meanings as in the Agreement.


<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 1998-HE2, 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 June 1, 1998
between the Company (in its capacity as servicer thereunder, the
"Servicer") and The First National Bank of Chicago 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 1998-HE2, 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 obtained by the


<PAGE>


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).

          Mortgage Loan: Any Pool __ Mortgage Loan.

          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


<PAGE>


          transmission) of such proposed and imminent
          foreclosure, stating the loan number and the aggregate
          amount owing under the Mortgage Loan. Such notice may
          be provided to the Purchaser in the form of a copy of a
          referral letter from the Company to an attorney
          requesting the institution of foreclosure or a copy of
          a request to foreclose received by the Company from the
          related primary servicer which has been approved by the
          Company.

          (b) If requested by the Purchaser, the Company shall
make its servicing personnel available (during their normal
business hours) to respond to reasonable inquiries, in writing by
facsimile transmission, by the Purchaser in connection with any
Mortgage Loan identified in a report under subsection (a)(i) or
(a)(ii) which has been given to the Purchaser, provided, that (1)
the Company shall only be required to provide information that is
readily accessible to its servicing personnel and is non-
confidential and (2) the Company shall respond within five
Business Days orally or in writing by facsimile transmission.

          (c) In addition to the foregoing, the Company shall
provide to the Purchaser such information as the Purchaser may
reasonably request concerning each Mortgage Loan that is at least
sixty days delinquent and each Mortgage Loan which has become
real estate owned, through the final liquidation thereof,
provided, that the Company shall only be required to provide
information that is readily accessible to its servicing personnel
and is non-confidential.

          Section 2.02. Purchaser's Election to Delay Foreclosure
Proceedings.

          (a) The Purchaser shall be deemed to direct the Company
that in the event that the Company does not receive written
notice of the Purchaser's election pursuant to subsection (b)
below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under
Section 2.01(a)(ii) subject to extension as set forth in Section
2.02(b), the Company may proceed with the Commencement of
Foreclosure in respect of such Mortgage Loan in accordance with
its normal foreclosure policies without further notice to the
Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage
Loan has been brought current or if a refinancing or prepayment
occurs with respect to the Mortgage Loan (including by means of a
short payoff approved by the Company) or (ii) with notice to the
Purchaser if the Company has reached the terms of a forbearance
agreement with the borrower. In such latter case the Company may
complete such forbearance agreement unless instructed otherwise
by the Purchaser within two Business Days of notification.

          (b) In connection with any Mortgage Loan with respect
to which a notice under Section 2.01(a)(ii) has been given to the
Purchaser, the Purchaser may elect to instruct the Company to
delay the Commencement of Foreclosure until such time as the
Purchaser determines that the Company may proceed with the
Commencement of Foreclosure. Such election must be evidenced by
written notice received within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice
provided by the Company under Section 2.01(a)(ii). The Purchaser
shall send a copy of such notice of election to each Rating
Agency as soon as practicable thereafter. Such 24-hour period
shall be extended for no longer than an additional four Business
Days after the receipt of the information if the 



<PAGE>


Purchaser requests additional information related to such
foreclosure within such 24-hour period; provided, however, that
the Purchaser will have at least one Business Day to make such
election following its receipt of any requested additional
information. Any such additional information shall (i) not be
confidential in nature and (ii) be obtainable by the Company from
existing reports, certificates or statements or otherwise be
readily accessible to its servicing personnel. The Purchaser
agrees that it has no right to deal with the mortgagor. However,
if the Company's normal foreclosure policies include acceptance
of a deed-in-lieu of foreclosure or short payoff, the Purchaser
will be notified and given two Business Days to respond.

          (c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the
Purchaser shall obtain a Current Appraisal as soon as
practicable, and shall provide the Company with a copy of such
Current Appraisal.

          (d) Within two Business Days of making any Election to
Delay Foreclosure, the Purchaser shall remit by wire transfer to
the Trustee, for deposit in the Collateral Fund, an amount, as
calculated by the Company, equal to the sum of (i) 125% of the
greater of the Scheduled Principal Balance of the Mortgage Loan
and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet
been obtained, the Company's estimate thereof, in which case the
required deposit under this subsection shall be adjusted upon
obtaining such Current Appraisal), and (ii) three months'
interest on the Mortgage Loan at the applicable Mortgage Rate. If
any Election to Delay Foreclosure extends for a period in excess
of three months (such excess period being referred to herein as
the "Excess Period"), the Purchaser shall remit by wire transfer
in advance to the Trustee for deposit in the Collateral Fund the
amount of each additional month's interest, as calculated by the
Company, equal to interest on the Mortgage Loan 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 


<PAGE>


current by the mortgagor, all amounts remaining in the Collateral
Fund in respect of such Mortgage Loan (after adjustment for all
previous withdrawals and deposits pursuant to this subsection and
after reimbursement to the Servicer for all related Monthly
Advances) shall be released to the Purchaser.

          (f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company
shall continue to service the Mortgage Loan in accordance with
its customary procedures (other than the delay in Commencement of
Foreclosure as provided herein). If and when, following such
election, the Purchaser shall notify the Company that it believes
that it is appropriate to do so, the Company shall proceed with
the Commencement of Foreclosure; provided that, in any event, if
the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's
election shall no longer be effective, unless the Purchaser shall
have purchased the related Mortgage Loan promptly following (and
in any event not later than the third Business Day after) the end
of such 6-month period in the manner provided in the following
two sentences, and the Company shall be entitled to proceed with
the Commencement of Foreclosure. Any purchase of such Mortgage
Loan by the Purchaser pursuant to the preceding sentence shall be
at a purchase price equal to the unpaid principal balance of the
Mortgage Loan plus accrued interest at the Mortgage Rate from the
date last paid by the mortgagor. Such purchase price shall be
deposited by the Purchaser into the Collateral Fund in
immediately available funds on the Business Day which is the date
of purchase and the Purchaser shall instruct the Trustee (with
notice to the Company) to withdraw such amount therefrom on such
Business Day and remit the same to the Trust Fund for application
as Liquidation Proceeds pursuant to the Pooling and Servicing
Agreement. Following such withdrawal, all amounts remaining in
the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all previous withdrawals and deposits pursuant to
this Agreement and after reimbursement to the Servicer for all
related Monthly Advances) shall be released to the Purchaser.

          (g) Upon the occurrence of a liquidation with respect
to any Mortgage Loan as to which the Purchaser made an Election
to Delay Foreclosure and as to which the Company proceeded with
the Commencement of Foreclosure in accordance with subsection (f)
above, the Company shall calculate the amount, if any, by which
the value shown on the Current Appraisal obtained under
subsection (c) exceeds the actual sales price obtained for the
related Mortgaged Property (net of Liquidation Expenses and
unreimbursed Monthly Advances related to the extended foreclosure
period), and the Company or the Trustee shall withdraw the amount
of such excess from the Collateral Fund and shall remit the same
to the Trust Fund for application as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral
Fund in respect of such Mortgage Loan (after adjustment for all
withdrawals and deposits pursuant to subsection (e) and after
reimbursement to the Servicer for all related Monthly Advances)
shall be released to the Purchaser.

          Section 2.03. Purchaser's Election to Commence
Foreclosure Proceedings.

          (a) In connection with any Mortgage Loan identified in
a report under Section 2.01(a)(i)(B), the Purchaser may elect to
instruct the Company to proceed with the Commencement of
Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the



<PAGE>



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 subsectionabove,
the Company shall calculate the amount, if any, by which the
Scheduled Principal Balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed Monthly Advances and
Liquidation Expenses in connection therewith other than those
previously paid from the Collateral Fund) exceeds the actual
sales price obtained for the related Mortgaged Property, and the
Company or the Trustee shall withdraw the amount of such excess
from the Collateral Fund and shall remit the same to the Trust
Fund for application as additional


<PAGE>


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 subsectionabove 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
Mortgage Pool) of the aggregate principal balance of all Mortgage
Loans that are in foreclosure or are more than 90 days delinquent
on a contractual basis and the aggregate book value of REO
properties or (y) the aggregate amount that the Company estimates
through its normal servicing practices will be required to be
withdrawn from the Collateral Fund with respect to Mortgage Loans
as to which the Purchaser has made an Election to Delay
Foreclosure or an Election to Foreclose exceeds (z) the
then-current Class Certificate Principal Balance of the Class
__-B_ Certificates, or (iii) upon any transfer by the Purchaser
of any interest (other than the minority interest therein, but
only if the transferee provides written acknowledgment to the
Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class __-B_
Certificates [or in the Class __-B5 Certificates] (whether or not
such transfer is registered under the Pooling and Servicing
Agreement), including any such transfer in connection with a
termination of the Trust Fund. Unless earlier terminated as set
forth herein, this Agreement and the respective rights,
obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate immediately upon (x) the later to occur
of (i) the final liquidation of the last Mortgage Loan as to
which the Purchaser made any Election to Delay Foreclosure or any
Election to Foreclose and the withdrawal of all remaining amounts
in the Collateral Fund as provided herein and (ii) ten (10)
Business Days' notice or (y) the occurrence of any event that
results in the Purchaser becoming an "affiliate" of the Trustee
within the meaning of the Prohibited Transaction Exemption (as
defined in the Pooling and Servicing Agreement).

          (b) The Purchaser's rights pursuant to Section 2.02 or
2.03 of this Agreement shall terminate with respect to a Mortgage
Loan as to which the Purchaser has exercised its rights under
Section 2.02 or 2.03 hereof, upon Purchaser's failure to deposit
any amounts required pursuant to Section 2.02(d) or 2.03(b) after
one Business Day's notice of such failure.

          Section 2.05. Notification. The Purchaser shall
promptly notify the Trustee and the Company if such Purchaser
becomes aware of any discussions, plans or events that might lead
to such Person's becoming an "affiliate" (within the meaning of
the Prohibited Transaction Exemption) of the Trustee, provided
that the contents of any such notification shall be kept
confidential by the parties to this Agreement.


<PAGE>


                           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 1998-HE2 Pool __ Collateral Fund, for the benefit of
GE Capital Mortgage Services, Inc. and State Street Bank and
Trust Company on behalf of Pool __ Certificateholders, as secured
partie (the "Collateral Fund"). Amounts held in the Collateral
Fund shall continue to be the property of the Purchaser, subject
to the first priority security interest granted hereunder for the
benefit of such secured parties, until withdrawn from the
Collateral Fund pursuant to the Section 2.02 or 2.03 hereof.

          Upon the termination of this Agreement and the
liquidation of all Mortgage Loans as to which the Purchaser has
made any Election to Delay Foreclosure or any Election to
Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the
Collateral Fund together with any investment earnings thereon
(after giving effect to all withdrawals therefrom permitted under
this Agreement).

          The Purchaser shall not take or direct the Company or
the Trustee to take any action contrary to any provision of the
Pooling and Servicing Agreement. In no event shall the Purchaser
(i) take or cause the Trustee or the Company to take any action
that could cause any REMIC established under the Pooling and
Servicing Agreement to fail to qualify as a REMIC or cause the
imposition on any such REMIC of any "prohibited transaction" or
"prohibited contribution" taxes or (ii) cause the Trustee or the
Company to fail to take any action necessary to maintain the
status of any such REMIC as a REMIC.

          Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser,
direct the Trustee to invest the funds in the Collateral Fund in
the name of the Trustee in Collateral Fund Permitted Investments.
Such direction shall not be changed more frequently then
quarterly. In the absence of any direction, the Company shall
direct the Trustee select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its
discretion.

          All income and gain realized from any investment as
well as any interest earned on deposits in the Collateral Fund
(net of any losses on such investments) and any payments of
principal made in respect of any Collateral Fund Permitted
Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the
purchase and sale of Collateral Fund Permitted Investments shall
be borne by the Purchaser and the amount of net realized losses
shall be promptly deposited by the Purchaser in the Collateral
Fund. The Company shall periodically (but not more frequently
than monthly) direct the Trustee to distribute to the Purchaser
upon request an amount of cash, to the extent cash is available
therefor in the Collateral Fund, equal to the amount by which the


<PAGE>


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 Pool __
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 Pool __ 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.


<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:______________________


<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,

                The First National Bank of Chicago
                One First National Plaza, Suite 0126
                Chicago, Illinois  60670-0126
                Attention:  Corporate Trust Services
                Telephone:  (312) 407-1964
                Facsimile:  (312) 407-1708

          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.


<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.]


<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:

THE FIRST NATIONAL BANK OF CHICAGO


By:______________________________
   Name:
   Title:


<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
The First National Bank of Chicago, Trustee, relating to the
Company's Home Equity Loan 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.


<PAGE>


           8. Without limiting the generality of the rights and
remedies of the Trustee contained in the Agreement, the Company
hereby confirms and agrees that in the event the inability to
produce the executed original Mortgage Note results in a breach
of the representations and warranties appearing in Agreement
subsections 2.03(a)(ii) (the validity and enforceability of the
lien created by the Mortgage Loan) or 2.03(a) (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)


<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]


<PAGE>


                               EXHIBIT M


                 SCHEDULE OF STREAMLINED PORTFOLIO
          PROGRAM MORTGAGE LOANS WITHOUT TITLE INSURANCE




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