LEHMAN ABS CORP, S-3, 1997-11-05

LEHMAN ABS CORP
S-3, 1997-11-05
ASSET-BACKED SECURITIES

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<PAGE>

As filed with the Securities and Exchange Commission on November 5, 1997

Registration No. 333-

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

FORM S-3

REGISTRATION STATEMENT

Under
THE SECURITIES ACT OF 1933
____________________________
LEHMAN ABS CORPORATION
(Depositor)
(Exact Name of Registrant as Specified in its Charter)

Delaware 13-3447441
(State of incorporation) (I.R.S. Employer Identification No.)
______________________

Three World Financial Center
200 Vesey Street
New York, New York 10285-1600
(Address of principal executive offices)
______________________

THEODORE P. JANULIS
Lehman ABS Corporation
Three World Financial Center
200 Vesey Street
New York, New York 10285-1600
(Name and address of agent for service)
______________________

Copy to:
GAIL G. WATSON, ESQ.
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0557
______________________

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box./ /

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, please check the following box./x/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering./ /____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering./ /____________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box./ /

CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Offering Registration
to Be Registered Registered Per Unit* Price* Fee
- ------------------------------------------------------------------------------

Asset Backed
Securities........... $4,605,107,739 100% $4,605,107,739 $1,395,487.20**

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

* Estimated for the purpose of calculating the registration fee.

** $1,105,107,739 in securities are being carried forward and $334,881.14 of
the filing fee is associated with the securities being carried forward and
was previously paid with the earlier registration statement.

Pursuant to Rule 429 of the Securities and Exhange Commission's Rules and
Regulations under the Securities Act of 1933, as amended, the Prospectuses
and Prospectus Supplements contained in this Registration Statement also relate
to the Registrant's registration statement No. 333-14293, as previously filed by
the Registrant on Form S-3.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
==============================================================================

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED NOVEMBER 5, 1997.

<PAGE>
Version #1

PROSPECTUS SUPPLEMENT
(To Prospectus Dated ____________)

$________

LB HOME EQUITY LOAN TRUST

Home Equity Loan Asset-Backed Certificates, Series 199_

[ ]
Servicer

Lehman ABS Corporation
Depositor

Each Home Equity Loan Asset-Backed Certificate, Series 199_ (collectively,
the "Certificates") will represent an undivided interest in the LB Home Equity
Trust (the "Trust") to be formed pursuant to a Trust Agreement among Lehman ABS
Corporation, as Depositor, [ ], as Servicer, and [ ], as Trustee. The
property of the Trust will include (i) certain home equity revolving credit
line loans (the "Mortgage Loans") secured primarily by second [deeds of trust]
[mortgages] on residential properties that are primarily one- to four-family
properties, the collections in respect of such Mortgage Loans, and certain
other property relating to such Mortgage Loans, including the benefit of a
[Letter of Credit] [Surety Bond] as described more fully herein and (ii)
certain pass-through certificates (the "Private Securities") representing
fractional, undivided interests in Mortgage Loans. The Servicer will service
the Mortgage Loans, and the Depositor will own the undivided interest in the
Trust not represented by the Certificates.

Interest at the [variable] rate described herein (the "Certificate Rate")
will be distributed on the [15th] day of each month, or, if such [15th] day is
not a business day, the next succeeding business day (each a "Distribution
Date"), commencing on [ ]. Principal will be distributed on each
Distribution Date commencing on [ ], or, in certain limited
circumstances, earlier, as more fully described herein.

[The Certificates initially will be represented by physical certificates
registered in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC"). The interests of the beneficial owners of the Certificates
("Certificate Owners") will be represented by book-entries on the records of
DTC and participating members thereof. Definitive Certificates will be
available only under the limited circumstances described herein.]

Lehman Special Securities Inc., or another affiliate of Lehman Brothers
Inc. ("Lehman Brothers"), intends to make a secondary market in the
Certificates but is under no obligation to do so. There can be no assurance
that a secondary market for the Certificates will develop or, if it does
develop, that it will continue.

Potential Investors should consider, among other things, the information
set forth in "Risk Factors" herein and in the Prospectus.

THE CERTIFICATES REPRESENT INTERESTS IN THE TRUST AND DO NOT
REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR OR
ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT PROVIDED
HEREIN. THE MORTGAGE LOANS ARE NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

Price to Underwriting Proceeds to the
Public(1) Discount(2) Depositor(1)(3)
--------- ----------- ---------------
Per Certificate........... % %

Total..................... $ $ $

- ------------------
(1) Plus accrued interest, if any, at the Certificate Rate from
_____________, 199_.
(2) The Depositor has agreed to indemnify Lehman Brothers against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses, payable by the Depositor, estimated to be
$____________.

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

The Certificates offered by this Prospectus Supplement and the Prospectus
are offered by Lehman Brothers, subject to prior sale, to withdrawal,
cancellation or modification of the offer without notice, to delivery to and
acceptance by Lehman Brothers and certain further conditions. It is expected
that delivery of the Certificates will be made in [book-entry form through the
facilities of The Depository Trust Company] on or about _________, 199_.

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

LEHMAN BROTHERS

______________, 199_.

Until ninety days after the date of this Prospectus Supplement, all
dealers effecting transactions in the Certificates, whether or not
participating in this distribution, may be required to deliver a Prospectus
Supplement and Prospectus. This is in addition to the obligation of dealers
acting as underwriters to deliver a Prospectus Supplement and Prospectus with
respect to their unsold allotments or subscriptions.

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

The Certificates offered hereby constitute part of a separate series of
Asset-Backed Certificates and are being offered by Lehman ABS Corporation from
time to time pursuant to its Prospectus dated ____________. This Prospectus
Supplement does not contain complete information about the offering of the
Certificates. Additional information is contained in the Prospectus and
investors are urged to read both this Prospectus Supplement and the Prospectus
in full. Sales of the Certificates may not be consummated unless the purchaser
has received both this Prospectus Supplement and the Prospectus.

SUMMARY

The following summary of certain pertinent information is qualified in its
entirety by reference to the detailed information appearing elsewhere in this
Prospectus Supplement and the accompanying Prospectus. Certain capitalized
terms used in the summary are defined elsewhere in the Prospectus Supplement or
in the Prospectus. Reference is made to the Glossary of Terms in the
Prospectus for the definitions of certain capitalized terms.

Trust . . . . . . . . . . . . . . . LB Home Equity Loan Trust (the "Trust")
will be formed pursuant to a trust
agreement to be dated as of __________,
199_ (the "Agreement") among Lehman ABS
Corporation, as Depositor (the
"Depositor"), [], as Servicer (together
with any successor in such capacity, the
"Servicer"), and [], as trustee (the
"Trustee"). The property of the Trust
will include (i) certain home equity
loans (the "Mortgage Loans") purchased by
the Depositor from Lehman [Commercial
Paper Inc.] [Capital Corporation] (the
"Seller"), an affiliate of the Company,
which either directly or through its
affiliates, acquired the Mortgage Loans
in the ordinary course of its business
[from _________, the originator of the
Mortgage Loans (the "Bank")], and secured
primarily by second [deeds of trust]
[mortgages] (the "Mortgages") on
residential properties that are primarily
one to four-family properties (the
"Mortgaged Properties"), the collections
in respect of such Mortgage Loans, the
Mortgages on the properties securing the
Mortgage Loans, including any properties
acquired by foreclosure or deed in lieu
of foreclosure or otherwise, the benefits
of the [Letter of Credit] [Surety Bond],
rights under certain hazard insurance
policies covering the Mortgaged
Properties, and certain other property
relating to the Mortgage Loans, as
described more fully herein and (ii)
certain pass-through certificates (the
"Private Securities") representing
fractional, undivided interests in
Mortgage Loans. The Trust property will
include (i) the principal balances (the
"Loan Balances") of the Mortgage Loans
upon their transfer to the Trust and any
additions to such Loan Balances due to
new draws by the borrowers ("Additional
Balances") funded by the [Bank]

[Servicer] [Seller] [Depositor] under the
home equity lines of credit (the
"HELOCs") relating to the Mortgage Loans
during the life of the Trust and (ii) the
right to receive payments on the Private
Securities. See "THE HELOCS" HEREIN AND
"THE TRUST FUNDS" in the Prospectus.

Securities Offered. . . . . . . . . Each of the Trust's Home Equity Loan
Asset-Backed Certificates offered hereby
(the "Certificates") represents an
undivided interest in the Trust. Each
Certificate represents the right to
receive payments of interest at the
[variable] rate described below (the
"Certificate Rate"), payable monthly, and
monthly payments of principal during the
Amortization Period, as defined herein,
funded from a percentage of the payments
received with respect to the Mortgage
Loans, the Private Securities or, in
certain circumstances, from draws on the
[Letter of Credit] [Surety Bond.] The
aggregate undivided interest (the
"Investor Interest") in the Trust
represented by the Certificates will
initially represent $_______ of principal
(the initial "Certificate Principal
Balance"), which will decline as
principal is paid to the
Certificateholders during the
Amortization Period, except as otherwise
provided herein. The Depositor will hold
the remaining undivided interest (the
"Depositor Interest") in the Trust not
represented by the Certificates. The
Certificates will be issued pursuant to
the Agreement. See "DESCRIPTION OF THE
CERTIFICATES" herein and in the
Prospectus.

The Mortgage Loans. . . . . . . . . The Mortgage Loans arise under HELOCs
and are secured by [deeds of trust]
[mortgages] (which are primarily second
[deeds of trust] [mortgages]) on
residential properties located primarily
in [] that are primarily one- to
four-family residential properties. As of
____________, 199_ (the "Cut-Off Date")
the aggregate of the Loan Balances of the
Mortgage Loans was $______ (the "Cut-Off
Date Pool Balance"), of which
approximately __% of the Mortgage Loans
are secured by properties located in [].

The remaining Mortgage Loans are secured
by properties located in ________ states,
with no single state accounting for more
than __% of the Cut-Off Date Pool
Balance. The combined loan-to-value
ratio of a Mortgage Loan, computed at the
maximum amount the borrower was permitted
to draw down under the HELOC (the "Credit
Limit") and taking into account the
amounts of any related senior mortgage
loans (the "Combined Loan-to-Value
Ratio"), based upon a valuation (as
described under "THE HOME EQUITY LENDING
PROGRAM") of the Mortgaged Property
obtained by the Bank at the time of
execution of the loan agreement governing
such Home Equity Credit Line, generally
did not exceed __%, subject to exceptions
deemed appropriate by the Depositor. The
weighted average Combined Loan-to-Value
Ratio of the Mortgage Loans, as described
under "THE HELOCS," was approximately __%
as of the Cut-Off Date. See "THE HOME
EQUITY LENDING PROGRAM -- Underwriting
Procedures Relating to HELOCs" herein.

Interest on each Mortgage Loan is payable
monthly and computed on the average daily
outstanding Loan Balance for each billing
cycle at a variable rate per annum
(subject to minimum and maximum rates, as
described herein under "THE HOME EQUITY
LENDING PROGRAM -- HELOC Terms," and
further subject to applicable usury
limitations) to the sum of (i) the [prime
rate published in the "Money Rates"
section of the Wall Street Journal on the
__ calendar day of each month (or, if no
rate is published on the __, then on the
next succeeding calendar day on which a
prime rate is published)] and (ii) a
margin, currently __%. See "THE HELCOS"
herein and "CERTAIN LEGAL ASPECTS OF THE
MORTGAGE LOANS -- Applicability of Usury
Laws" in the Prospectus. Principal
amounts may be drawn down by the borrower
under the HELOC from time to time,
subject to the borrower's Credit Limit.
A borrower may repay principal at any
time. The Cut-Off Date Loan Balances of
the Mortgage Loans ranged from $0.00 to
$_____ and averaged $______. Credit
Limits under the HELOCs as of the Cut-Off
Date ranged from approximately $_____ to

$____ and averaged $_______. Each HELOC
was originated in the period from ______
to __________, 199_, and, as of the
Cut-Off Date, the weighted average loan
utilization rate was approximately __%.
See "THE HOME EQUITY LENDING PROGRAM" and
"THE HELOCS" herein.

During the term of the Trust, all
Additional Balances will be property of
the Trust. The aggregate amount of the
Loan Balances at any time (the "Pool
Balance") will fluctuate from day to day
because the amount of draws by borrowers
and the amount of principal payments will
usually differ on each day. Because the
Depositor Interest represents the
interest in the Trust not represented by
the Certificates, the amount of the
Depositor Interest will fluctuate from
day to day as draws are made and
principal is paid under the Mortgage
Loans.

The aggregate undivided interest in the
Loan Balances in the Trust evidenced by
the Certificates will never exceed the
Certificate Principal Balance regardless
of the amount of the Pool Balance at any
time.

The related Prospectus Supplement will
describe certain characteristics of the
Mortgage Loans for a Series, including,
without limitation, (a) the aggregate
unpaid principal balance of the Mortgage
Loans (or the aggregate principal balance
included in the Trust Fund for the
related Series) and the average
outstanding principal balance of the
Mortgage Loans; (b) the weighted average
Mortgage Rates, the weighted average of
the adjustable Mortgage Rates as of the
Cut-Off Date; (c) the combined loan-to-
value ratios of the Mortgage Loans,
computed in the manner described in the
related Prospectus Supplement; (d) the
relative percentage (by principal balance
as of the Cut-Off Date) of Mortgage
Loans that accrue interest at adjustable
or fixed interest rates; (e) any
enhancement relating to the Mortgage
Loans; (f) the geographic dispersion of
Mortgaged Properties securing the

Mortgage Loans; (g) the use and type of
each Mortgaged Property securing a
Mortgage Loan; (h) the lien priority of
the Mortgage Loans; (i) the credit limit
utilization rates of the Mortgage Loans;
and (j) the delinquency status and year
of origination of the Mortgage Loans.

Private Securities. . . . . . . . . The Private Securities are pass-through
certificates representing beneficial
interests in Mortgage Loans. [The
individual Mortgage Loans underlying the
Private Securities are insured or
guaranteed by the United States or an
agency or instrumentality thereof. The
Private Securities themselves are not so
insured or guaranteed.] Payments on the
Private Securities will be distributed
directly to the Trustee as registered
owner of such Private Securities.

Denominations . . . . . . . . . . . The Certificates will be offered for
purchase in denominations of [$1,000] and
integral multiples thereof. The interest
evidenced by a Certificate in the
Certificateholders' undivided interest in
the Trust (the "Percentage Interest")
will be equal to the percentage derived
by dividing the denomination of such
Certificate by the Initial Certificate
Principal Balance.

Registration of Certificates. . . . [The Certificates will initially be
represented by physical certificates
registered in the name of Cede & Co.
("Cede"), as the nominee of The
Depository Trust Company ("DTC"). No
person acquiring a beneficial ownership
interest in the Certificates (a
"Certificate Owner") will be entitled to
receive a definitive certificate
representing such person's interest,
except in the event that Definitive
Certificates are issued under the limited
circumstances described herein. All
references herein to Certificateholders
shall refer to Certificate Owners, except
as otherwise specified herein. See
"Description of the Certificates ___
Registration of Certificates."]

Depositor . . . . . . . . . . . . . The Depositor of the Mortgage Loans and
the Private Securities will be Lehman ABS
Corporation. The principal executive

offices of the Depositor are located at
200 Vesey Street, Three World Trade
Center, New York, New York 10285
(telephone (212) 298-2000). See "THE
COMPANY" in the Prospectus.

Servicer. . . . . . . . . . . . . . The Servicer of the Mortgage Loans and
the Private Securities will be [the Bank]
[] (the "Servicer"). The principal
executive offices of the Servicer are
located at _______________ (telephone
(___) _______). See "SERVICING OF
MORTGAGE LOANS -- The Servicer" herein.

Collections . . . . . . . . . . . . All collections on the Mortgage Loans and
the Private Securities will be allocated
by the Servicer in accordance with the
Loan Agreements between amounts collected
in respect of interest ("Interest
Collections") and amounts collected in
respect of principal ("Principal
Collections"). All such amounts will
then be allocated in accordance with the
respective interests of the
Certificateholders and the Depositor in
such Interest Collections and Principal
Collections. The Servicer will generally
deposit net collections on the Mortgage
Loans allocable to the Investor Interest
and distributable to the
Certificateholders in an account
established for such purpose under the
Agreement (the "Collection Account").
See "DESCRIPTION OF THE CERTIFICATES --
Payments on Mortgage Loans; Deposits to
Collection Account" herein and "SERVICING
OF LOANS -- Deposits to and Withdrawals
from the Collection Account" in the
Prospectus.

Interest. . . . . . . . . . . . . . Interest will be distributed monthly on
the ____ day of each month or, if such
day is not a business day, on the next
succeeding business day (each, a
"Distribution Date"), commencing on
____________, at the Certificate Rate for
the related Interest Period (as defined
below). The Certificate Rate for a
Distribution Date will equal [the
arithmetic mean of London interbank
offered quotations for one-month
Eurodollar deposits ("LIBOR") determined
as specified herein, as of the second
London business day prior to the

immediately preceding Distribution Date
(or as of ___________, 199_, in the case
of the first Distribution Date) plus 0.
of 1%, subject to a maximum rate
described under "DESCRIPTION OF THE
CERTIFICATES -- Distributions on the
Certificates" herein] [___% per annum].
Interest on the Certificates in respect
of any Distribution Date will accrue from
the preceding Distribution Date (or in
the case of the first Distribution Date,
from the date of the initial issuance of
the Certificates (the "Closing Date"))
through the day preceding such
Distribution Date (each such period, an
"Interest Period") on the basis of the
[actual number of days in the Interest
Period and a 360-day year]. Interest
payments will be funded from the portion
of the Interest Collections collected
during the immediately preceding calendar
month (or, in the case of the initial
Distribution Date, the period from
__________, 199_ through the last day of
the calendar month immediately preceding
such Distribution Date) (the "Collection
Period") allocable to the Investor
Interest and, if necessary, from draws on
the [Letter of Credit] [Surety Bond].
See "DESCRIPTION OF THE CERTIFICATES"
herein and "RISK FACTORS --
Credit Enhancement" in the Prospectus.

Revolving Period. . . . . . . . . . In order to maintain the Certificate
Principal Balance at $__________ (except
in certain limited circumstances) for a
period of approximately _____ months from
the first day of the month in which the
Certificates are issued or for such
shorter period as may result from the
occurrence of an Early Amortization
Event, as described herein (the
"Revolving Period"), Principal
Collections allocable to the Investor
Interest will be paid to the Depositor
rather than the Certificateholders so
that the Certificateholders maintain the
same Investor Interest in the Trust.
Unless earlier terminated by the
occurrence of an Early Amortization
Event, the Revolving Period will end on
___________. See "DESCRIPTION OF THE
CERTIFICATES" herein.

Principal Payments; Amortization
Period . . . . . . . . . . . . . . Unless an Early Amortization Event shall
have earlier occurred, during the period
beginning _________________ and ending
when the Certificate Principal Balance
has been reduced to zero or when the
Trust otherwise terminates (the
"Amortization Period"), Principal
Collections allocated to the Investor
Interest will no longer be paid to the
Depositor but instead will be distributed
monthly to the Certificateholders as
provided herein on each Distribution Date
beginning with the Distribution Date in
the month following the month in which
the Amortization Period commences. See
"DESCRIPTION OF THE CERTIFICATES --
Early Amortization Events" herein for a
discussion of the events which might lead
to the early commencement of the
Amortization Period. During the
Amortization Period, the amount of
Principal Collections allocable to the
Investor Interest (the "Principal
Allocation") will equal the ratio of the
Certificate Principal Balance to the Pool
Balance, in each case as of the end of
the last day of the Revolving Period (the
"Investor Percentage" for such period)
multiplied by the Principal Collections
received during the related Collection
Period.

Allocations based upon the Investor
percentage during the Amortization Period
may result in distributions of principal
with respect to any Collection Period to
Certificateholders in amounts that are
greater relative to the declining balance
of the Certificate Principal Balance than
would be the case if no fixed Investor
Percentage were used to determine the
percentage of Principal Collections
distributed in respect of the Investor
Interest. See "DESCRIPTION OF THE
CERTIFICATES -- Payments on Mortgage
Loans; Deposits to Collection Account"
herein.

[Letter of Credit] [Surety Bond]
Issuer . . . . . . . . . . . . . . ____________ (the "[Letter of Credit]
[Surety Bond] Issuer"). See "THE [LETTER
OF CREDIT] [SURETY] BOND ISSUER" herein.

[Letter of Credit] [Surety Bond]. . On the Closing Date, the [Letter of
Credit] [Surety Bond] Issuer will issue
a [letter of credit] [surety bond] (the
"[Letter of Credit] [Surety Bond]") in
favor of the Trustee on behalf of the
Trust. In the event that, on any
Distribution Date, available amounts on
deposit in the Collection Account with
respect to the preceding Collection
Period are insufficient to provide for
the payment of the amount required to be
distributed to the Certificateholders and
the Servicer on such Distribution Date,
the Trustee will draw on the [Letter of
Credit] [Surety Bond], to the extent of
the [Letter of Credit] [Surety Bond], to
the extent of the [letter of credit]
[Surety Bond] Amount for such
Distribution Date, any amounts remaining
in the Collection Account with respect to
the preceding Collection Period, after
all other distributions have been made as
described above, will be distributed to
the [Letter of Credit] [Surety Bond]
Issuer. See "DESCRIPTION OF THE
CERTIFICATES -- The [Letter of Credit]
[Surety Bond]" and "-- Distributions on
the Certificates" herein and "RISK
FACTORS -- Credit Enhancement" and
"ENHANCEMENT" in the Prospectus.

[Letter of Credit] [Surety Bond]
Amount . . . . . . . . . . . . . . The amount available under the
[Letter of Credit] [Surety Bond] (the
"[Letter of Credit] [Surety Bond]
Amount") for the initial Distribution
Date will be $__________. For each
Distribution Date thereafter, the [Letter
of Credit] [Surety Bond] Amount will
equal the lesser of (i) ___% of the Pool
Balance as of the first day of the
preceding Collection Period (after giving
effect to any amounts distributed with
respect to principal of the Mortgage
Loans on the Distribution Date occurring
in such preceding Collection Period) and
(ii) the [Letter of Credit] [Surety Bond]
Amount as of the first day of the
preceding Collection Period, minus any
amounts drawn under the [Letter of
Credit] [Surety Bond] during such
preceding Collection Period, plus any
amounts paid to the [Letter of Credit]
[Surety Bond] Issuer on the Distribution

Date occurring in such preceding
Collection Period up to the amount of any
previous draws on the [Letter of Credit]
[Surety Bond].

Record Date . . . . . . . . . . . . The last day [of the month] preceding a
Distribution Date.

Servicing . . . . . . . . . . . . . The Servicer will be responsible for
servicing, managing and making
collections on the Mortgage Loans. The
Servicer will deposit collections
allocable to the Investor Interest into
the Collection Account as described
herein. On the __________ business day,
but no later than the _______________
calendar day, of each month (the
"Determination Date"), the Servicer will
calculate, and instruct the Trustee
regarding, the amounts to be paid, as
described herein, with respect to the
related Collection Period to the
Certificateholders. See "DESCRIPTION OF
THE CERTIFICATES -- Distributions on the
Certificates" herein. The Servicer will
receive a monthly servicing fee in the
amount of ___% per annum (the "Servicing
Fee Rate"), of the related Pool Balance
and certain other amounts, as servicing
compensation from the Trust. See
"SERVICING OF MORTGAGE LOANS --
Servicing Compensation and Payment of
Expenses" herein. In certain limited
circumstances, the Servicer may resign or
be removed, in which event either the
Trustee or a third-party servicer will
be appointed as successor Servicer. See
"SERVICING OF THE LOANS -- Certain
Matters Regarding the Servicer" and "THE
TRUST AGREEMENTS -- Events of Default"
and "___ Rights Upon Events of Default"
in the Prospectus.

Final Payment of Principal;
Termination . . . . . . . . . . . . The Trust will terminate on
the Distribution Date following the
earlier of (i) the reduction of the
Certificate Principal Balance to zero and
after which there is no unreimbursed
Certificate Principal Balance Loss
Deduction Amount and (ii) the final
payment or other liquidation of the last
Mortgage Loan and Private Security in the
Trust. The Investor Interest will be

subject to optional retransfer to the
Depositor on any Distribution Date after
the Certificate Principal Balance is
reduced to an amount less than or equal
to $________ ([5]% of the initial
Certificate Principal Balance). The
retransfer price will be equal to the sum
of the outstanding Certificate Principal
Balance and accrued and unpaid interest
thereon at the Certificate Rate through
the day preceding the final Distribution
Date. See "DESCRIPTION OF THE
CERTIFICATES -- Optional Termination"
herein and "DESCRIPTION OF THE
CERTIFICATES -- Optional Termination"
and "THE TRUST AGREEMENTS --
Termination" in the Prospectus.

Trustee . . . . . . . . . . . . . . [ ] (the "Trustee") will
act as Trustee on behalf of the
Certificateholders.

Mandatory Retransfer of Certain
Mortgage Loans and Private
Securities . . . . . . . . . . . . The Depositor will make certain
representations and warranties in the
Agreement with respect to the Mortgage
Loans and Private Securities in its
capacity as Depositor. If the Depositor
breaches certain of its representations
and warranties with respect to any
Mortgage Loan or Private Security and
such breach, materially and adversely
affects the interests of the Trust, the
Certificateholders or the [Letter of
Credit] [Surety Bond] Issuer and is not
cured within the specified period, the
Mortgage Loan or Private Security will be
removed from the Trust after the
expiration of a specified period from the
date on which the Depositor becomes aware
or receives notices of such breach and
will be reassigned to the Depositor. See
"DESCRIPTION OF THE CERTIFICATES --
Assignment of Mortgage Loans" herein.

Federal Tax Considerations. . . . . [Special tax counsel to the Depositor is
of the opinion that, under existing law,
the Certificates are properly
characterized as debt of the Depositor
for Federal income tax purposes. Under
the Agreement, the Depositor and the
Certificateholders will agree to treat
the Certificates as indebtedness of the

Depositor for Federal, state and local
income and franchise tax purposes. See
"CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS" in the Prospectus for
additional information concerning the
application of Federal income tax laws.]

ERISA Considerations. . . . . . . . A fiduciary of any employee benefit plan
subject to the Employee Retirement Income
Security Act of 1974, as amended
("ERISA"), or the Code should carefully
review with its legal advisors whether
the purchase or holding of Certificates
could give rise to a transaction
prohibited or not otherwise permissible
under ERISA or the Code. See "ERISA
CONSIDERATIONS" in the Prospectus.

Certificate Rating. . . . . . . . . It is a condition to the issuance of the
Certificates that they be rated in the
[ ] highest rating category by at
least one nationally recognized
statistical rating organization (the
"Rating Agency"). See "RATING" herein
and "RISK FACTORS -- Rating of
the Securities" in the Prospectus.

RISK FACTORS

[Servicer's Ability to Change the Terms of the HELOCS. The Servicer may
permit an increase in the Credit Limit under a HELOC if the new Credit Limit
under the HELOC, plus the outstanding principal balance of any related senior
loans, does not exceed (i) __% (__% for a condominium, townhouse, duplex, or
vacation condo/house), if the market value of the Mortgaged Property is $_______
or less, or __% (__% for a condominium, townhouse, duplex, or vacation
condo/house), and if the market value of the Mortgaged Property exceeds
$_______, based upon an appraisal or the tax assessed value of the Mortgaged
Property at the time the increase was requested. An increase in the Credit
Limit under a HELOC in accordance with the previous sentence may be made without
the consent of the Trustee. Additional Balances arising under a Mortgage Loan
as a result of an increase in the Credit Limit will be treated the same as
Additional Balances arising under a Mortgage Loan for which there has been no
increase in the Credit Limit. In addition to such changes, the Servicer may
agree to other changes in the terms of a Loan Agreement, provided that such
changes (i) do not materially adversely affect the interest of the
Certificateholders, (ii) are consistent with prudent business practice, (iii)
are also being applied to the comparable segment of home equity credit lines
being held for the Servicer's own account, and (iv) do not change the terms of
the HELOC so as to change the terms for the amortization of principal. There
can be no assurance that changes in applicable law or the marketplace for home
equity loans or prudent business practice will not result in changes in the
terms of the Loan Agreements. The Servicer may also extend the period during
which draws under the HELOCS may be made.]

[Delinquent Mortgage Loans. The Trust will include Mortgage Loans which
are ___ days or fewer delinquent. As of the Cut-Off Date, the aggregate Loan
Balance of such delinquent Mortgage Loan was $______. [In addition, the
Mortgage Loans in all likelihood include obligations of borrowers who are or are
about to become bankrupt or insolvent.] If there are not sufficient funds from
Interest Collections allocated to the Investor Interest to cover the Liquidation
Loss Amount for any Collection Period and the [Letter of Credit] [Surety Bond]
Amount has been reduced to zero, the Certificate Principal Balance will be
reduced which (unless otherwise later reimbursed) would result in a reduction in
the aggregate amount of principal returned to the Certificateholders and in the
amount of Interest Collections allocable to the Investor Interest and available
to provide protection against defaults in subsequent Collection Periods.]

[Taxation. In the opinion of special tax counsel to the Depositor, the
Certificates are properly characterized as debt of the Depositor for Federal
income tax purposes. If the IRS were to contend successfully that the Certif-
icates were not debt obligations of the Depositor for Federal income tax
purposes, the arrangement among the Depositor and the Certificateholders might
be classified for Federal income tax purposes as either a partnership or an
association taxable as a corporation that owns the Mortgage Loans. See "CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS" in the Prospectus.]

THE [LETTER OF CREDIT] [SURETY BOND] ISSUER

The following information with respect to _________ ______________
("___________") has been furnished by _____________.

[DESCRIPTION OF LC/SURETY ISSUER]

THE HOME EQUITY LENDING PROGRAM

GENERAL

The HELOCs were originated by ___________________ (the "Bank") under its
home equity lending program. The Bank has offered variable-rate home equity
revolving credit lines since ____________. As of ______, __, the Bank owned
approximately $_______ million aggregate principal amount of outstanding loans
originated in the State of ________ under home equity credit lines (the "Bank's
Portfolio").

UNDERWRITING PROCEDURES RELATING TO HELOCS

[Each revolving home equity line of credit is originated after a review by
the Bank in accordance with its established underwriting procedures, which are
intended to assess the applicant's ability to assume and repay such home equity
lines of credit and the adequacy of the real property which serves as collateral
for such home equity lines of credit. The maximum home equity line of credit
provided by the Bank is $________.

Each applicant for a home equity line of credit is required to complete an
application which lists the applicant's assets, liabilities, income, credit and
employment history and other demographic and personal information. If
information in the loan application demonstrates that there is sufficient income
and equity to justify making a home equity line of credit, the Bank will conduct
a further credit investigation of the applicant. This investigation includes
(i) obtaining and reviewing an independent credit bureau report on the credit
history of the borrower in order to evaluate the borrower's ability to repay;
(ii) obtaining a verification of employment from the applicant's employer; (iii)
obtaining and reviewing pay stubs, income tax returns and/or W-2 forms in order
to verify the applicant's income; and (iv) in the case of all home equity lines
of credit originated with a Credit Limit in excess of $_______ or with any
Credit Limit, if originated after _________, obtaining a drive-by appraised
value (a "Drive-By Appraised Value") of the property to be mortgaged through an
independent frontal exterior inspection and neighborhood observation (a
"Drive-By Appraisal") of the property or, in the case of home equity lines of
credit originated prior to _______ in an amount of $_______ or less, making an
estimate of the value (the "Estimated Value") of the property to be mortgaged
through, (a) in the case of home equity lines of credit originated for such
properties located in the State of _________, the use of a formula that assumed
that the then current value of the property was equal to the amount the
applicant paid for the property together with appreciation of __% of the
purchase price for each year since the applicant purchased the property and (b)
in the case of home equity lines of credit originated for such properties
located in ______________, a property tax bill which reflected a 100% assessment
on the property.

Although no complete title search of the property to be mortgaged is
required, a bring-down to the date of origination of the home equity lines of
credit of the complete title search obtained by the borrower at the time of his
original purchase of the mortgaged property must be delivered.

The Bank calculates the maximum amount of the loan that the customer may
obtain by taking ___% (or, in the case of home equity lines of credit originated
prior to ______, __%) of the Drive-By Appraised Value or Estimated Value, as the
case may be, of the property and subtracting any outstanding senior mortgage
balance. Financial insurance premiums and fees are not considered in the loan
amount when making such computation.

Applications for loans exceeding the maximum amount calculated in the
preceding paragraph require regional manager approval. Overrides of other
criteria may be authorized by branch managers up to their lending limits. Among
the reasons that the Bank grants overrides are the existence of compensating
balances of the borrower in accounts held by the Bank (which balances will not
necessarily be available in the event of a default or delinquency of any HELOC
in the Pool) and relationships between the borrower and the trust department of
the Bank.

No information is available with respect to the portio of the home equity
lines of credit in the bank's Portfolio as to which overrides of underwriting
criteria were granted.]

HELOC TERMS

[A borrower may access a home equity line of credit by writing a check
supplied by the Bank or through a check overdraft facility. On home equity
lines of credit originated prior to ________, __ in ________ ____, there is no
automatic termination of the draw-down period so long as the borrower is not in
default under the loan agreement. On all home equity lines of credit originated
in ________ and on home equity lines of credit originated after ________, ___ in
___________ ____, there is a ___ year draw down period on the lines as long as
the borrower is not in default under the loan agreement. Home equity lines of
credit bear interest at a variable rate which may change monthly. Home equity
lines of credit are subject to a maximum per annum interest rate of ___
percentage points and to applicable usury limitations. See "CERTAIN LEGAL
ASPECTS OF THE MORTGAGE LOANS ___ Applicability of Usury Laws" in the
Prospectus. The monthly periodic rate on the home equity revolving lines of
credit is 1/12th of the annual percentage rate (the "Loan Rate'), which is the
sum of the Index Rate plus a spread (the "Margin") of predominantly ____%.

Interest on a home equity line of credit is calculated at the Loan Rate
applied to the daily balance of the account for each day of the billing cycle.
A borrower is required to pay each month the amount of interest accrued on the
line during the previous month. There are no minimum principal payment
requirements for home equity lines of credit originated prior to _______, __ in
____________. For all lines of credit originated in _________________ and lines
of credit originated after _____________, __ in ______________, principal
repayments vary depending on the option selected by the borrower. A borrower
who selects an "interest only" option has no minimum principal payment during
the first ten year draw period of and thereafter has a minimum monthly principal

payment during the ten years following the draw period of 1/120th of the
principal amount outstanding on the last day of the ten year draw period. A
borrower who selects a "principal and interest" option has a minimum monthly
principal payment during the first ten year draw period of 1/200th of the
principal amount outstanding on the last day of the applicable billing cycle and
thereafter has a minimum monthly payment of 1/120th of the principal amount
outstanding on the last day of the draw period. Billing statements are mailed
monthly. The statement details all debits and credits and specifies the minimum
payment due and the available credit line. all payments are due __ days after
the billing statement is issued.

The "Index Rate" is based on the "prime rate" published in the "Money
Rates" section of The Wall Street Journal on the applicable billing date for
each HELOC (or if such day is not a banking day in ________ or ____ _____, on
the banking day immediately preceding such day), with charges becoming effective
on the first day of the next billing cycle.

If more than one prime rate is published, then the highest rate published
will be used. The Loan Agreements further provide that if publication of the
Index Rate is discontinued, the Bank will change the Index Rate upon
notification in accordance with such Loan Agreements. Except for any
amortization of principal which may occur as a result of the required monthly
minimum payments, there are no required payments of principal.

The Bank also offers a "fixed rate" loan option whereby a borrower may
repay al of a portion of the outstanding loan balance, in excess of $____, at a
fixed rate. If a borrower selects a "fixed rate" option the amount converted
will be treated as a principal payment on the line of credit and the available
line of credit will be reduced by the "fixed rate" option amount.

The Bank has the right under each HELOC originated prior to _________, with
30 days' prior written notice of the amendment or longer notice period if
applicable in accordance with Federal and applicable _____ ____ law, to change
any of its terms, including increasing the monthly periodic rate or changing the
Index Rate at any time. Unless otherwise indicated in the notice, all such
changes will apply to both new and outstanding balances. For home equity lines
of credit originated after ______, __, the Bank may make changes pre-approved by
each individual obligor and changes that are considered immaterial.
Notwithstanding the foregoing, no change shall be made to the terms of the
HELOCs after _____, __ unless, in connection with such change, the Depositor
delivers to the Trustee an opinion of counsel stating that such change will not
cause the Trust, or the arrangement by which the Certificates are issued, to be
classified as a taxable mortgage pool within the meaning of Section 701(i) of
the Internal Revenue Code of 1986, as amended.

The Bank has the right to suspend or terminate the right to obtain
additional credit, or to require the borrower to pay the entire balance due plus
all other accrued but unpaid charges immediately, if the borrower fails to make
any required payment by the due date, if the borrower's original loan
application was fraudulent or contained a material misrepresentation or if the
borrower sells or transfers the mortgaged property or acts in any way which
adversely affects the lien of the mortgage or the maintenance of the property.
The Bank has the right to suspend the right to obtain additional credit or to
reduce a borrower's credit limit, if the value of the mortgaged property

declines significantly below its appraised value, if the Bank reasonably
believes the borrower will be unable to repay the line due to a material
financial change, if the borrower is in default under the loan agreement, if
government action either impairs the Bank's security interest or prevents it
from imposing the annual percentage rate, if a regulatory agency has notified
the Bank that continued advances would institute an unsafe and unsound practice
or if the maximum annual percentage is reached.]

SERVICING OF THE MORTGAGE LOANS

THE SERVICER

[The Servicer is a ___________ [which is wholly owned by _____________.

The Servicer conducts a general banking business throughout the _________,
and, with its subsidiaries, offers a broad array of commercial and retail loan
and deposit products and services, mortgage banking and brokerage and investment
services. At _________, the Servicer had total assets of approximately $____
billion and total deposits of approximately $_____ billion.

The principal executive offices of the Servicer are located at
_________________________________ (telephone (___-___-_____).]

SERVICING OF HELOCS

[Centralized controls and standards have been established by the Servicer
for the servicing and collection of home equity lines of credit. Servicing
includes, but is not limited to, post-origination loan processing, customer
service, remittance processing, collections and liquidations.

The collection process is initiated ten days after the payment due date
with the computer generation of a late notice. To make payment arrangements, a
collector attempts to contact the borrower when the home equity line of credit
is 15 to 30 days past due.

During the period when an account is 45 to 60 days past due, a credit
bureau report is obtained, homeowner's insurance is verified, the status of
senior mortgages and property taxes is checked and a title search and "drive-by"
appraisal are ordered.

If arrangements have not been made to cure the delinquency within 61 days
of the line becoming past due, drawing privileges are cancelled. The line is
referred to outside counsel and is placed on a "non-accrual" status after 90
days of delinquency. All legal expenses are assessed to the account and become
the responsibility of the borrower. When it is determined by the Servicer that
there is no possibility of recovery from the mortgaged property or from other
leviable assets or wage attachments, the line is charged-off.

Reinstatement arrangements can be made up until the point of sale. Any
foreclosures initiated on a junior mortgage are subject to the senior mortgage
or mortgages and any outstanding property taxes. If the Servicer purchases the
property through the foreclosure action, the account is transferred to the
Servicer's REO Department which is maintained at ______________. The REO

Department is responsible for maintaining and marketing the property.

The Servicer may not foreclose on the property securing a junior mortgage
loan unless the Servicer forecloses subject to any senior mortgages, in which
case the Servicer may pay the entire amount due on the senior mortgage to the
senior mortgagees at or prior to the foreclosure sale. If a senior mortgage is
in default after the Servicer has initiated its foreclosure action, the Servicer
may advance funds to keep senior mortgages current until such time as the
Servicer satisfies such senior mortgages. In the event that foreclosure
proceedings have been instituted on a senior mortgage prior to the initiation of
the Servicer's foreclosure action, the Servicer may either satisfy the senior
mortgage at the time of the foreclosure sale or take other action to protect the
Trust's interest in the related property.]

See "SERVICING OF LOANS" in the Prospectus for additional information
regarding the Servicer's servicing of the Mortgage Loans pursuant to the
Agreement.

DELINQUENCY AND LOSS-EXPERIENCE OF THE SERVICER'S PORTFOLIO

The following tables set forth the delinquency and loss experience for each
of the periods shown for the Servicer's portfolio of home equity lines of
credit. The Servicer believes that there have been no material trends or
anomalies in the historical delinquency and loss experience as represented in
the following tables. The information in the tables below has not been adjusted
to eliminate the effect of the growth in the size of the Servicer's portfolio
during the periods shown. Accordingly, loss and delinquency as percentages of
aggregate principal balance of such loans for each period may be higher than
those shown if a group of such loans were artificially isolated at a point in
time and the information showed the activity only in that isolated group. The
data presented in the following tables are for illustrative purposes only, and
there is no assurance that the delinquency and loss experience of the HELOCs
will be similar to that set forth below.

<TABLE>
<CAPTION>
DELINQUENCY EXPERIENCE (Dollars in Thousands)

As of As of December 31,
-----------------------------------------------------------------
, 1992(1) 1991 1990 1989
----------------- ----------------- ---------------- -----------------
Number of Number of Number of Number of
Loans Amount Loans Amount Loans Amount Loans Amount
----- ------ ----- ------ ----- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Portfolio Principal
Outstanding at
Period End.............. $ $ $ $

Delinquency(1)
30-59 Days............... $ $ $ $
60-89 Days...............
90 or More Days(2).......
----- ------ ----- ------ ----- ------ ----- ------
Total Delinquencies........ $ $ $ $

Total Delinquencies
as a Percentage of
the Portfolio at
Period End............... % % % % % % % %

</TABLE>
- ----------
(1) The period of delinquency is based on the number of days payments are
contractually past due for all loans other than mortgage loans previously
charged off.
(2) Includes mortgage loans in foreclosure and not charged off.

<TABLE>
<CAPTION>
LOSS EXPERIENCE (Dollars in Thousands)

Gross Losses............... $ $ $ $

Recoveries................. $ $ $ $

Net Losses................. $ $ $ $

Net Losses as a
Percentage of
Portfolio at
Period End............. %(2) %(2) % % % % % %

</TABLE>
- ----------
(1) Net Losses equal total principal charged off less recoveries. The customary
policy of the Bank is to charge off mortgage loans in full that are 120 days
past due unless foreclosure proceedings are planned or there are indications
that the account will be brought current. An account that is not charged
off because there are indications that payment is imminent generally will be
charged off after an additional 60 to 90 days if such payments is not
forthcoming.

(2) This percentage represents the three-month period ended ______________, 1992
annualized and is not necessarily indicative of the results which may occur
for the full year.

Servicing Compensation and Payment of Expenses

The servicing compensation to be paid to the Servicer in respect of its
servicing activities relating to the Mortgage Loans will be paid to it from
Interest Collections at the time such collections are received or from amounts
drawn on the [Letter of Credit] [Surety Bond] and will be equal to ___% per
annum, (the "Servicing Fee Rate") of the Pool Balance. The Investor Percentage
of such servicing fee (the "Investor Servicing Fee") will be paid as described
under "DESCRIPTION OF THE CERTIFICATES ___ Distribution on the Certificates ___
Distribution of Interest Collections and Draw Amounts" herein. All assumption
fees, late payment charges and other fees and charges, to the extent collected
from borrowers, will be retained by the Servicer as additional servicing
compensation.

[The Servicer will pay certain ongoing expenses associated with the Trust
and incurred by it in connection with its responsibilities under the Agreement,
including, without limitation, payment of the fees and disbursements of the
Trustee, any custodian appointed by the Trustee, the Certificate Registrar and
any paying agent.] In addition, the Servicer will be entitled to reimbursement
for certain expenses incurred by it in connection with defaulted Mortgage Loans
and in connection with the restoration of Mortgaged Properties, such right of
reimbursement being prior to the rights of Certificateholders to receive any
related Liquidation Proceeds.

THE HELOCS

The Trust will be formed in accordance with the laws of the State of New
York pursuant to the Agreement. The Depositor will transfer the Mortgage Loans
to the Trust, without recourse, in exchange for the Certificates and a
certificate to be held by it representing the Depositor's interest in the Trust
(the "Depositor Certificate"). The property of the Trust will consist of the
Mortgage Loans, all proceeds of the Mortgage Loans, all monies on deposit in the
Collection Account and the Certificate Account, the Mortgages ont he properties
securing the Mortgage Loans, including any properties acquired by foreclosure or
deed in lieu of foreclosure, the benefits of the [Letter of Credit] [Surety
Bond], and the proceeds on any insurance policies covering the Mortgage Loans or
Mortgaged Properties or any obligors on the Mortgages. [Pursuant to the
Agreement, the Depositor will be required to transfer Eligible Additional
Mortgage Loans (to the extent available) to the Trust, in order to avoid the
occurrence of any Early Amortization Event resulting from a decline in the
Depositor's Interest, and otherwise will be allowed to transfer Eligible
Additional Mortgage Loans to the Trust (subject to certain limitations and
conditions) from time to time. See "DESCRIPTION OF THE CERTIFICATES ___
Transfers of Eligible Additional Mortgage Loans to the Trust" herein.] In
addition, the Depositor may, subject to certain limitations and conditions
specified in the Agreement, cause the retransfer from the Trust to it of certain
Mortgage Loans. See "DESCRIPTION OF THE CERTIFICATES ___ Optional Retransfers
of Mortgage Loans to the Depositor" herein.

The Mortgage Loans to be transferred to the Trust (collectively, the

"Pool") are evidenced by loan agreements (each, a "Loan Agreement") secured by
credit line [deeds of trust] [mortgages] (which are primarily second [deeds of
trust] [mortgages] on Mortgaged Properties, approximately ___% of which are
located in _____________ and approximately ____% of which are located in other
states, with no single state accounting for more than ___% of the Cut-Off Date
Pool Balance[, and represent substantially all of the home equity credit lines
originated by the Bank which meet the criteria specified in the Agreement and
described below] (the "Mortgage Loans"). Because the Mortgage Loans include
the loans generated under substantially all of the HELOCs and because the Loan
Balances will include all amounts payable by borrowers under such HELOCs, some
of the Mortgage Loans will be generated under recently solicited, unseasoned
HELOCs [and the Pool will include delinquent Mortgage Loans and may include
obligations of borrowers who are or are about to become bankrupt or insolvent].
Many of the Mortgage Loans are less than the Credit Limit under the
corresponding HELOC. Additional Balances on such Mortgage Loans will be
property of the Trust and will increase the Pool Balance. The amount of the
[Letter of Credit] [Surety Bond] was determined taking into account, among other
considerations, the nature of the HELOCs and the Mortgage Loans.

Each Mortgage Loan included in the Pool was generated under a HELOC that,
as of the Cut-Off Date, was an Eligible HELOC. An "Eligible HELOC" is defined
in the Agreement as any home equity credit line that: [selection criteria of
HELOCs to be added]. Each HELOC was originated between ____ and the Cut-Off
Date [in the ordinary course of the Bank's home equity revolving credit
program]. Subject to exceptions deemed appropriate by the [Bank] as to
individual HELOCs, the [Bank's] general policy was to require that the Combined
Loan-to-Value Ratio under the HELOC at the origination not exceed 80% of the
market value of the Mortgaged property, based upon an appraisal or the tax
assessed value of the Mortgaged Property at the time the HELOC was originated,
as described under "THE HOME EQUITY LENDING PROGRAM" herein. Substantially all
of the Mortgage Properties were one- to four-family residential properties. As
of the Cut-Off Date, the weighted average loan utilization rate was
approximately ____%.

Set forth below is a description of certain additional characteristics of
the HELOC's as of the Cut-Off Date:

LOAN POOL STATISTICS

CUT-OFF DATE LOAN BALANCES

Range of Number of Aggregate % of Pool
Cut-Off Date Home Equity Loan by Aggregate
Loan Balances Credit Lines Balances Loan Balances
- ------------- ------------ -------- -------------

$ to $ ............ $ %

$ to $ ............

Total....................... $ %
============= ============ =============

CUT-OFF DATE LOAN RATES

Number of Aggregate % of Pool
Range of Home Equity Loan by Aggregate
Loan Rates Credit Lines Balances Loan Balances
- ---------- ------------ -------- -------------

% to %..................

Total....................... $ %
============= ============ ============

CUT-OFF DATE MARGIN RANGES - PRIME INDEXED MORTGAGE LOANS

Number of Aggregate % of Pool
Home Equity Loan by Aggregate
Margin Credit Lines Balances Loan Balances
- ------ ------------ -------- -------------

%.......................... $ %

%..........................

Total..................... $ %
============= ============ ============

CREDIT LIMIT UTILIZATION RATES

Range of Number of Aggregate % of Pool
Credit Limit Home Equity Loan by Aggregate
Utilization Rates Credit Lines Balances Loan Balances
- ----------------- ------------ -------- -------------

0.00% to 5.00%.............. $ %

5.01% to 10.00%.............

10.01% to 15.00%.............

15.01% to 20.00%.............

20.01% to 25.00%.............

25.01% to 30.00%.............

30.01% to 35.00%.............

35.01% to 40.00%.............

40.01% to 45.00%.............

45.01% to 50.00%.............

50.01% to 55.00%.............

55.01% to 60.00%.............

60.00% to 65.00%.............

65.01% to 70.00%.............

70.01% to 75.00%.............

75.00% to 80.00%.............

80.00% to 85.00%.............

85.01% to 90.00%.............

90.01% to 95.00%.............

95.01% to 100.00%............
============= ============ ============
Total...................... $ %
============= ============ ============

COMBINED LOAN-TO-VALUE RATIOS(1)

Range of
Combined Number of Aggregate % of Pool
Loan-to-Value Home Equity Loan by Aggregate
Ratios Credit Lines Balances Loan Balances
- ------ ------------ -------- -------------
0.00% to 5.00%.............. $ %

5.01% to 10.00%.............

10.01% to 15.00%.............

15.01% to 20.00%.............

20.01% to 25.00%.............

25.01% to 30.00%.............

30.01% to 35.00%.............

35.01% to 40.00%.............

40.01% to 45.00%.............

45.01% to 50.00%.............

50.01% to 55.00%.............

55.01% to 60.00%.............

60.01% to 65.00%.............

65.01% to 70.00%.............

70.01% to 75.00%.............

75.01% to 80.00%.............

80.01% to 85.00%.............

85.01% and above.............
============= ============ ============
Total.................... $ %
============= ============ ============

(1) For a description of the method of calculating the Combined
Loan-to-Value Ratio, see "THE HOME EQUITY CREDIT LINES" herein. The
information in this table is as of the Cut-Off Date.

MORTGAGE LOAN INTEREST RATE FLOORS

Number of Aggregate % of Pool
Interest Home Equity Loan by Aggregate
Rate Floors Credit Lines Balances Loan Balances
- ----------- ------------ -------- -------------

None.........................

%.........................

%.........................
============= ============ ============
Total.................... $ %
============= ============ ============

MORTGAGE LOAN INTEREST RATE CEILINGS

Number of % of Pool by
Interest Home Equity Aggregate Aggregate
Rate Ceilings Credit Lines Loan Balances Loan Balances
- ------------- ------------ ------------- -------------
%...................
%...................
None......................... ------------ ------------- --------

Total............... $ %
============ ============= ========

PROPERTY USE OF MORTGAGE LOANS

Percent of
Mortgage
Loans by
Number of Aggregate Balance Principal
Property Use Mortgage Loans ------- Balance
- ------------ ------------ --------
Owner Occupied...............
Non-Owner Occupied...........
Unknown...................... ------------ ------------- --------

Total............... $ 100.00%
============ ============= ========

LIEN PRIORITY OF MORTGAGE LOANS

Percent of
Mortgage
Loans by
Number of Aggregate Balance Principal
Lien Priority Mortgage Loans ------- Balance
- ------------- -------------- -------
First Mortgage...............
Second Mortgage..............
Third Mortgage............... ------------ ------------- --------
Unknown......................

$ 100.00%
============ ============= ========
Total...............

GEOGRAPHICAL DISTRIBUTION OF MORTGAGE LOANS

Percent of
Mortgage
Loans by
Number of Aggregate Balance Principal
State Mortgage Loans ------- Balance
- ----- -------------- -------
- ---------- ...............
- ---------- ...............

Total............... $ 100.00%
============ ============= ========

PROPERTY TYPE OF MORTGAGE LOANS

Percent of
Mortgage
Loans by
Number of Aggregate Balance Principal
Number of Units Mortgage Loans ------- Balance
- --------------- -------------- -------
Single Family Detached.......
Single Family Attached.......
2-4 Family...................
Condominium..................
Cooperative..................
Unknown...................... ------------ ------------- --------

Total............... $ 100.00%
============ ============= ========

ORIGINATION YEAR OF MORTGAGE LOANS

Percent of
Loan Pool
Number of Aggregate by Aggregate
Origination Year Mortgage Loans Loan Balance Loan Balance
- ---------------- -------------- ------------ ------------
1984....................
1985....................
1986....................
1987....................
1988....................
1989....................
1990....................
1991....................
1992.................... --------- -------- ----------

Total.......... $ 100.00%
========= ======== ==========

DAYS DELINQUENT AS OF CUT-OFF DATE

Percent of
Loan Pool
Number of Aggregate by Aggregate
Days Delinquent Mortgage Loans Loan Balance Loan Balance
- --------------- -------------- ------------ ------------
30-59...................
60-89................... --------- -------- ----------

Total.......... $ 100.00%
========= ======== ==========

No assurance can be given that the values of the Mortgaged Properties as
of the dates of origination of the related HELOCs have remained or will remain
constant or have not declined. If the residential real estate market generally
or the residential real estate market in __________ should experience an overall
decline in property values such that the outstanding Loan Balances under the
HELOCs, together with any senior financing on the Mortgaged Properties, equal or
exceed the value of the Mortgaged Properties, the actual rates of delinquencies,
foreclosures and losses could be higher than those currently experienced in the
mortgage lending industry in general. For information concerning possible
declines in value of the Mortgaged Properties, see "RISK FACTORS ___
Certain Mortgage Loans and Mortgaged Property; Obligor Default" in the
Prospectus. In addition, adverse economic conditions (which may or may not
affect real property values) may affect the timely payment by borrowers of

scheduled payments under the Mortgage Loans and, accordingly, the actual rates
of delinquencies, foreclosures and losses with respect to the Pool. To the
extent that such losses are not covered by draws on the [Letter of Credit]
[Surety Bond], they will be borne by holders of the Certificates.

The descriptions in this Prospectus Supplement of the Pool and the
Mortgaged Properties are based upon the Pool as it is expected to be constituted
as of the close of business on the Cut-Off Date, as adjusted for the scheduled
principal and interest payments due on or before such date. Prior to the
issuance of the Certificates, Mortgage Loans may be removed from the Pool as a
result of prepayments, delinquencies, incomplete documentation, or otherwise if
the Depositor deems such removal necessary or desirable. A limited number of
other mortgage loans may be included in the Pool prior to the issuance of the
Certificates, unless including such mortgage loans would materially after the
characteristics of the Pool as described herein. The Depositor believes that
the information set forth herein will be representative of the characteristics
of the Pool as it will be constituted at the time the Certificates are issued,
although the range of Loan Rates and maturities and certain other
characteristics of the Mortgage Loans in the Pool may vary.

A Current report on Form 8-K (the "Form 8-K") containing a detailed
description of the Mortgage Loans will be available to purchasers of the
Certificates on or shortly after the Closing Date and will be filed with the
Securities and Exchange Commission within fifteen days after the Closing Date,
if there is a material difference between the description of the Pool contained
herein and the Pool as constituted on the Closing Date. The Form 8-K will
specify the precise aggregate outstanding principal balance of the Mortgage
Loans as of the Cut-Off Date and will set forth on a precise basis the other
information presented herein on an approximate basis.

MATURITY AND PREPAYMENT CONSIDERATIONS

The Agreement provides that the Certificateholders will not receive
payments of principal until the Distribution Date on ___________ (i.e., the
first Distribution Date after the first Collection Period following the end of
the Revolving Period) or, if earlier, the Distribution Date in the month after
the first Collection Period of an Early Amortization Event. During the
Amortization Period, Certificateholders will be entitled to receive on each
distribution Date the Investor Percentage described herein of the Principal
Collections received in the preceding Collection Period until the Certificate
Principal Balance is reduced to zero. Allocations of Principal Collections
based on the Investor Percentage (which is fixed for the Amortization Period to
equal the percentage derived from dividing the Certificate Principal Balance by
the Pool Balance, in each case at the end of the Revolving Period) may result in
distributions of principal to the Certificateholders greater than those that
would result from distributions of principal based upon the proportion that the
declining Certificate Principal Balance bears to the Pool Balance. [The
Agreement permits the Depositor, at its option, but subject to the satisfaction
of certain conditions specified in the Agreement, including the conditions
described herein, to remove Mortgage loans from the Trust at any time during the
life of the Trust (including the Amortization Period), so long as the Pool
Balance after such removal is not less than the Pool Balance at the Closing
Date. The Depositor may also, under certain circumstances, add Eligible

Additional Mortgage Loans to the Trust. Such removals and additions may affect
the rate at which principal is distributed to Certificateholders. See
"DESCRIPTION OF THE CERTIFICATES ___ Transfers of Eligible Additional Mortgage
Loans to the Trust" and "___ Optional Retransfers of Mortgage Loans to the
Depositor."]

All of the Mortgage Loans may be prepaid without penalty in full or in
part at any time. The prepayment experience with respect to the Mortgage Loans
will affect the life of the Certificates.

The rate of prepayment on the Mortgage Loans cannot be predicted. Home
equity credit lines such as the Mortgage Loans have been originated in
significant volume only during the past few years and the Depositor is not aware
of any publicly available studies or statistics on the rate of prepayment of
such loans. Generally, home equity credit lines are not viewed by borrowers as
permanent financing. Accordingly, the Mortgage Loans may experience a higher
rate of prepayment than traditional first mortgage loans. On the other hand,
because the Mortgage Loans will amortize as described herein, the absence of
voluntary borrower prepayments could cause rates of principal payment to be
slower than, or similar to, those of traditional full-amortizing first
mortgages. The prepayment experience of the Trust with respect to the Mortgage
loans may be affected by a wide variety of factors, including general economic
conditions, economic conditions in _____, prevailing interest rate levels, the
availability of alternative financing and homeowner mobility, the frequency and
amount of any future draws on the HELOCs and changes affecting the deductibility
for Federal income tax purposes of interest payments on home equity credit
lines. Substantially all of the Mortgage Loans contain "due-on-sale"
provisions, and the Servicer intends to enforce such provisions, unless such
enforcement is not permitted by applicable law. The enforcement of a
"due-on-sale" provision will have the same effect as a prepayment of the related
Mortgage Loan. See "CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS ___ `Due-on-sale'
Clauses" in the Prospectus. The yield to an investor who purchases the
Certificates in the secondary market at a price other than par will vary from
the anticipated yield if the rate of prepayment on the Mortgage Loans is
actually different than the rate anticipated by such investor at the time such
Certificates were purchased.

Collections on the Mortgage Loans may vary because, among other things,
borrowers may make payments during any month as low as the minimum monthly
payment for such month or as high as the entire principal outstanding balance
plus accrued interest and the fees and charges thereon. It is possible that
borrowers may fail to make scheduled payments. Collections on the Mortgage
Loans may vary due to seasonal purchasing and payment habits of borrowers.
Because the Mortgage Loans have a variable interest rate and a fixed payment,
changes in underlying interest rates will vary the allocation of payments
between interest and principal.

No assurance can be given as to the level of prepayments that will be
experienced by the Trust and it can be expected that a portion of borrowers will
not prepay their Mortgage Loans to any significant degree. See "DESCRIPTION OF
THE SECURITIES ___ Weighted Average Life of the Certificates" in the Prospectus.

DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued pursuant to the Agreement. The form of
the Agreement has been filed as an exhibit to the Registration Statement of
which this Prospectus Supplement and the Prospectus is a part. The following
summaries describe certain provisions of the Agreement. The summaries do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Agreement. Wherever particular
sections or defined terms of the Agreement are referred to, such sections or
defined terms are hereby incorporated herein by reference.

General

The Certificates will be issued in denominations of [$1,000] and integral
multiples thereof and will evidence specified undivided interests in the Trust.
[Definitive] Certificates[, if issued,] will be transferable and exchangeable at
the corporate trust office of the Trustee, which will initially act as
Certificate Registrar. See "___ Registration of Certificates" below. No
service charge will be made for any registration of exchange or transfer of
Certificates, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge.

The outstanding principal amount of the Certificates ("Certificate
Principal Balance") will be equal to the initial principal amount of the
Certificates, minus the amount of principal payments paid to the
Certificateholders, and minus the amount of Certificate Principal Balance Loss
deduction Amounts, if any, which have not been reimbursed as provided herein.
See "___ Distributions on the Certificates" below. Each Certificate represents
the right to receive payments of interest at the Certificate Rate and payments
of principal during the Amortization Period funded from Interest Collections and
Principal Collections, respectively, allocated to the investor interest and
draws on the [Letter of Credit] [Surety Bonds].

The Depositor will own the interest (the "Depositor Interest") not
represented by the Certificates. The Depositor Interest will represent an
undivided interest in the Trust, including the right to receive certain
percentages (the "Depositor Percentage") of Interest Collections and Principal
Collections. The initial amount of the Depositor Interest was determined, among
other factors, to be able to absorb reductions in the aggregate amount of Loan
Balances in the Trust without causing an Early Amortization Event, which would
result in the early commencement of the Amortization Period. There can be no
assurance that the Depositor Interest will be sufficient for such purpose.
While the Depositor is obligated (subject to certain conditions and limitations)
to transfer Eligible Additional Mortgage Loans (to the extent available) to the
Trust, there can be no assurance that sufficient Eligible Additional Mortgage
Loans will be available.

During the Revolving Period, the Certificate Principal Balance will remain
constant except in certain limited circumstances. See "___ Distributions on the
Certificates" below. The Pool Balance, however, will vary each day as principal
is paid on the Mortgage Loans, liquidation losses are incurred, Additional
Balances are drawn down by borrowers under the HELOCs, Mortgage Loans are
retransferred to the Depositor or Eligible Additional Mortgage Loans are
transferred to the Trust. Consequently, the amount of the Depositor Interest
will fluctuate each day to reflect the changes in the Pool Balance. During the

Amortization Period, the Certificate Principal Balance will decline and the
Investor Percentage of Principal Collections is distributed to the
Certificateholders. As a result, during the Amortization Period, the Depositor
Interest may increase each month to reflect the reductions in the certificate
Principal Balance but may change each day to reflect the variations in the Pool
Balance.

Assignment of Mortgage Loans

At the time of issuance of the Certificates, the Depositor will transfer
to the Trust all of its right, title and interest in and to each Mortgage Loan
(including any Additional Balances arising in the future) conveyed by it to the
Trust, including all principal (including Net Liquidation Proceeds) and interest
received on or with respect to each such Mortgage Loan subsequent to the Closing
Date (other than any amounts received in respect of taxes insurance premiums,
assessments and similar items, as provided in the Agreement) plus the Investor
Percentage of Interest Collections on the mortgage Loans during the period from
the Cut-Off Date to the second business day preceding the Closing Date, but not
in excess of the amount needed to distribute the required interest to
Certificateholders on the first Distribution Date and to pay the related
Investor Servicing Fee. The Trustee, concurrently with such transfer, will
deliver the Certificates and the Depositor Interest to the Depositor. Each
HELOC under which a Mortgage Loan assigned to the Trust was generated will be
identified in a schedule appearing as an exhibit to the Agreement.

The Depositor will deliver the files containing, among other things, the
Loan Agreement, the Mortgage Note and the Mortgage relating to each Mortgage
Loan (the "Mortgage Files") to the Trustee (or a custodian on its behalf) will
review each Mortgage File within ___ days of receipt thereof. If any such
document is found not to have been executed or received or to be unrelated to
the Mortgage Loan or to have not been recorded as required by the Agreement, the
Trustee (or custodian on its behalf) will notify the Depositor, which shall have
a period of ___ days after such notice to correct or cure such defect. If the
defect cannot be cured within the ___-day period, the Depositor will be
obligated to accept the retransfer of such Mortgage Loan from the Trust. Upon
such retransfer, the Loan Balance of such Mortgage Loan will be deducted from
the Pool Balance, thus reducing the amount of the Depositor Interest by the same
amount. If the deduction would cause the Depositor Interest to become less than
zero, the Depositor will be obligated to make a deposit in the Collection
Account in the amount ("Retransfer Deposit Amount") by which the Depositor
Interest is less than zero. Notwithstanding the foregoing, however, no such
retransfer shall be considered to have occurred unless such deposit is actually
made. The obligation of the Depositor to accept a retransfer of a defective
Mortgage Loan and, if applicable, pay the Retransfer Deposit Amount, is the sole
remedy regarding any defects in the Mortgage Files available to the Trustee or
the Certificateholders.

The Depositor will make certain representations and warranties as to the
accuracy in all material respects of certain information furnished to the
Trustee with respect to each Mortgage Loan on the schedule of Mortgage Loans
appearing as an exhibit to the Agreement. In addition, the Bank will represent
and warrant that, among other things: [(i) each Mortgage Loan has been
generated under an eligible HELOC; (ii) at the time of transfer to the Trust,
the Depositor has transferred all of the Depositor's right, title and interest

in each Mortgage Loan, free of any lien (subject to certain exceptions); (iii)
each Mortgage Loan was generated under a HELOC that complied, at the time of
origination, in all material respects with applicable state and Federal laws;
and (iv) as of the date of origination of the related HELOC, the related
Mortgaged Property was covered by hazard insurance in the amount at least equal
to the lesser of (a) the maximum insurable value of the improvements thereon and
(b) the combined Credit Limit under the HELOC and the unpaid principal balance
of any mortgage loan senior thereto]. Upon discovery of a breach of any such
representation and warranty which materially and adversely affects the interests
of the Trust, the Certificateholders or the [Letter of Credit] [Surety Bond]
Issuer in the related Mortgage Loan, the Depositor will have a period of ___
days after discovery or notice of the breach to effect a cure. If the breach
cannot be cured within the ___-day period, the Depositor will obligated to
accept a retransfer of the Mortgage Loan from the Trust. The same procedure and
limitations that are set forth in the preceding paragraph for the retransfer of
a Mortgage Loan respecting which there is a defect in the Mortgage File will
apply to the retransfer of a Mortgage Loan that is required to be retransferred
because of a breach of a representation or warranty in the Agreement that
materially and adversely affects the interests of the Certificateholders.

Any Mortgage Loan required to be retransferred to the Depositor as
described in the preceding two paragraphs is referred to as a "Defective
Mortgage Loan".

The Depositor may, but is not obligated to, retransfer a Defective
Mortgage Loan to the Trust within ___ days of the transfer of such Defective
Mortgage Loan to the Depositor if all defects in respect of such Defective
Mortgage Loan have been cured and such Defective Mortgage Loan satisfies the
applicable representations and warranties in the Agreement at the time of such
retransfer to the Trust.

[Transfers of Eligible Additional Mortgage Loans to the Trust

If, for each of five consecutive business days during the Revolving
Period, the Depositor Interest for each such date is less than 10% of the Pool
Balance, then not later than the first business day of the calendar month
beginning at least ten business days after such fifth business day thereafter
the Depositor will be obligated to transfer to the Trust Eligible Additional
Mortgage Loans (but only to the extent available in the [Depositor's] [Seller's]
[Bank's] portfolio), which may be generated under home equity credit lines in
any billing cycle, so that, after giving effect to such transfer, the Depositor
Interest will equal at least 10% of the Pool Balance on such date. An Eligible
Additional Mortgage Loan is a home equity loan that was originated under a HELOC
that, as of the date of notice by the Depositor to the Trustee, the Servicer and
the [Letter of Credit] [Surety Bond] Issuer of its transfer to the Trust (the
"Notice Date"), was an Eligible HELOC and that, as of the Notice Date, complies
with the representations and warranties described under "Assignment of Mortgage
Loans" above. The Depositor must satisfy the following conditions, among
others, in order to transfer Eligible Additional Mortgage Loans to the Trust:
(i) the Pool Balance, after giving effect to such transfer, will not exceed
$___________; (ii) the Mortgage Files for such Eligible Additional Mortgage
Loans shall have been delivered to the Trustee (or a custodian on its behalf);
and (iii) the Depositor shall have given notice of the proposed transfer to the
Rating Agency and the Rating Agency has not notified the Depositor in writing

prior to the transfer date that such transfer will result in a reduction or
withdrawal of its then-current rating for the Certificates.

[In addition, the Depositor may, at its election, transfer Eligible
Additional Mortgage Loans subject to satisfaction of the conditions described
above.]

[Optional Retransfers of Mortgage Loans to the Depositor

Subject to the conditions specified in the Agreement, the Depositor may,
at its option, require the retransfer of one or more Mortgage Loans (which may
have been generated under a HELOC in any billing cycle) from the Trust to it on
the last day of any Collection Period. The Pool Balance after giving effect to
such retransfer must not be less than the Pool Balance on the Closing Date. The
Depositor will be required to satisfy the following conditions, among others:
(i) the Depositor shall reasonably believe that such retransfer will not cause
an Early Amortization Event to occur; (ii) as of the fifth business day prior to
the proposed transfer, not more than 10% (based on Loan Balances) of the
Mortgage Loans (after giving effect to the proposed transfer) are delinquent
more than 30 days and the weighted average delinquency of all of the Mortgage
Loans (before and after giving effect to the proposed transfer) is not more than
60 days; (iii) the Depositor shall have represented that no selection procedures
reasonably believed by the Depositor to be adverse to the interests of the
Certificateholders or the [Letter of Credit] [Surety Bond] Issuer were used to
select the Mortgage Loans to be removed; (iv) the Depositor shall have received
evidence satisfactory to it that the reassignment will not, as of the date
thereof, prevent the transfer of the Mortgage Loans (including any Additional
Balances) to the Trust from being recognized as a sale under generally accepted
accounting principles and shall have received no evidence that such reassignment
will, as of the date thereof, prevent such transfer from being recognized as a
sale for regulatory purposes; and (v) each Rating Agency shall have been
notified of the proposed retransfer and prior to the date of retransfer has not
notified the Depositor in writing that such retransfer would result in a
reduction or withdrawal of its then-current rating of the Certificates.]

Payments on Mortgage Loans; Deposits to Collection Account

The Servicer will follow such collection procedures with respect to the
Mortgage Loans as it follows from time to time with respect to mortgage loans in
its servicing portfolio comparable to the Mortgage Loans. See "SERVICING OF THE
LOANS ___ Collection Procedures; Escrow Accounts" in the Prospectus.

The Servicer will establish and maintain a separate account in the name of
the Trustee for the benefit of the Certificateholders and the [Letter of Credit]
[Surety Bond] Issuer (the "Collection Account"). See "SERVICING OF LOANS ___
Deposits to and Withdrawals from the Collection Account" in the Prospectus.
[The Collection Account will be established initially with the trust department
of the Trustee.] Funds in the Collection Account may be invested in Eligible
Investments maturing in general not later than the business day preceding the
next Distribution Date. Eligible Investments consist of certain investments
acceptable to each Rating Agency for a structured transaction having the rating
initially assigned to the Certificates. All net income and gain realized from
any such investment will be paid to the Servicer.

Investor Percentage and Transferor Percentage. Pursuant to the Agreement,
the Servicer will allocate between the Investor Interest and the Depositor
Interest all amounts (including any Net Liquidation Proceeds) collected under
the Mortgage Loans on account of principal ("Principal Collections") and the
amount of the amount of the unrecovered Loan Balance of any Defaulted Mortgage
Loan at the end of the Collection Period in which such Defaulted Mortgage Loan
became a Defaulted Mortgage Loan (the "Liquidation Loss Amount"). A "Defaulted
Mortgage Loan" is a Mortgage Loan that has been written off as uncollectible by
the Servicer. The Collection Period for a Distribution Date is the calendar
month preceding such Distribution Date or, in the case of the first Distribution
Date, the period from the Cut-Off Date through the last day of the calendar
month preceding the month in which such Distribution Date occurs. The Servicer
will make each allocation by reference to the Investor Percentage and the
Depositor Percentage applicable in each case during a Collection Period.

For convenience, this Prospectus Supplement refers to the Investor
Percentage with respect to Interest Collections, Principal Collections and
Liquidation Loss Amounts as if the Investor Percentage were the same percentage
at all times in each case. The Investor Percentage may be a different
percentage for each Collection Period, and will vary primarily as a result of
changes in the Pool Balance.

The Investor Percentage will be calculated as follows:

Interest Collections and Liquidation Loss Amounts. When used with respect
to Interest Collections and Liquidation Loss Amounts at any time, "Investor
Percentage" means the percentage equivalent of a fraction the numerator of which
is the Certificate Principal Balance and the denominator of which is the Pool
Balance, in each case as of the end of the immediately preceding Collection
Period (or, in the case of the first Collection Period, as of the Closing Date).

Principal Collections during the Revolving Period. When used with respect
to Principal Collections during the Revolving Period, "Investor Percentage"
means the percentage equivalent of a fraction the numerator of which is the
amount of the Certificate Principal Balance and the denominator of which is the
Pool Balance, in each case as of the end of the immediately preceding Collection
Period (or in the case of the first Collection Period, as of the Closing Date).

Principal Collections during the Amortization Period. When used with
respect to Principal Collections during the Amortization Period, "Investor
Percentage" means the percentage equivalent of a fraction the numerator of which
is the amount of the Certificate Principal Balance and the denominator of which
is the Pool Balance, in each case as of the end of the Revolving Period.

The Depositor Percentage will, in all cases, be equal to 100% minus the
applicable Investor Percentage.

As a result of the calculation described above, Interest Collections in
each Collection Period will be allocated to the Certificateholders based on the
relationship of the Certificate Principal Balance to the Pool Balance (which may
fluctuate from month to month). As described above, the Investor Percentage
applied when allocating Principal Collections is expected to vary from month to
month during the Revolving Period, because the Certificate Principal Balance as

a percentage of the Pool Balance will fluctuate from month to month. During the
Amortization Period, however, the amount of Principal Collections allocated to
the Investor Interest will be determined by reference to a fixed percentage
which will be equal to the Investor Percentage with respect to Principal
Collections on the last day of the Revolving Period.

Deposits in the Collection Account and Payments to the Depositor. On the
Closing Date, the Servicer will deposit in the Collection Account funds in the
amount of the Investor Percentage of Interest Collections on the Mortgage Loans
received during the period from the Cut-Off Date to the second business day
preceding the Closing Date, but not in excess of the amount needed to distribute
the required interest on the Certificates and the Investor Servicing Fee to be
distributed on the initial Distribution Date. On and after the Closing Date,
the Servicer will, subject to the following paragraph, deposit on a daily basis
within two business days following receipt thereof (i) during each Collection
Period in the Revolving Period, the Investor Percentage of Interest Collections
and (ii) during each Collection Period in the Amortization Period, the Investor
Percentage of all Interest Collections and Principal Collections. The Servicer
will pay to the Depositor within two business days of its receipt thereof (i)
during each Collection Period in the Revolving Period, the Depositor Percentage
of all Interest Collections and, if the Depositor Interest (after giving effect
to any transfers of Additional Balances or Eligible Additional Mortgage Loans to
the Trust on such day) is equal to or greater than zero, the Depositor
Percentage of all Principal Collections and the Investor Percentage of all
Principal Collections and (ii) during each Collection Period in the Amortization
Period, the Depositor Percentage of Interest Collections and, if the Depositor
Interest (after giving effect to any transfers of Additional Balances or
Eligible Additional Mortgage Loans to the Trust on such day) is greater than
zero, the Depositor Percentage of all Principal Collections.

The Trustee will establish and maintain a separate account (the
"Distribution Account"). On the business day preceding each Distribution Date
the Servicer will transfer amounts in the Collection Account for distribution to
Certificateholders to the Distribution Account.

The Trustee will deposit in the Distribution Account any amounts drawn on
the [Letter of Credit] [Surety Bond] as described below.

Any Principal Collections not paid to the Depositor because of the
limitations described above ("Unallocated Principal Collections"), will be
deposited and retained in the Collection Account for payment to the Depositor,
during the Revolving Period, if and when the Depositor Interest is greater than
zero and, during the Amortization Period, to the Certificateholder.

Distributions on the Certificates

Beginning with the Distribution Date occurring on __________,
distributions on the Certificates will be made by the Trustee out of amounts on
deposit in the Distribution Account on each Distribution Date to the persons in
whose names such Certificates are registered at the close of business on the
[day prior to each Distribution Date] (the "Record Date"), except as provided in
"Registration of Certificates" below. The term "Distribution Date" means the
___ day of each month (or if such ___ day is not a business day the next
succeeding business day). Distributions will be made by check mailed (or upon

the request of a Certificateholder owning Certificates having denominations
aggregating at lease $___________, by wire transfer or otherwise) to the address
of the person entitled thereto [(which, in the case of Book-Entry Certificates,
will be DTC or its nominee)] as it appears on the Certificate Register in
amounts calculated as described herein on the ______ business day (but no later
than the ______ calendar day) of the month in which the related Distribution
Date occurs (the "Determination Date"). However, the final distribution in
respect of the Certificates will be made only upon presentation and surrender
thereof at the office or the agency of the Trustee specified in the notice to
Certificateholders of such final distribution.

Distributions of Interest Collections and Required Amounts. On each
Distribution Date, the Trustee, on behalf of the Trust, shall pay the following
amounts in the following order of priority to the following persons from the
Investor Interest of all Interest Collections collected during the related
Collection Period, together with the Required Amount, if any, drawn on the
[Letter of Credit] [Surety Bond] for such Distribution Date.

[(i) to the Certificateholders, interest at the Certificate Rate for the
Interest Period preceding such Distribution Date on the Certificate Principal
Balance outstanding immediately prior to such Distribution Date;

(ii) to the Certificateholders, any interest on the Certificates accrued
in accordance with clause (i) that has not been previously distributed to
Certificateholders plus, to the extent legally permissible, interest thereon at
the Certificate Rate applicable from time to time (an "Unpaid Interest
Shortfall");

(iii) to the Servicer, the Investor Servicing Fee for the related
Interest Period and all accrued and unpaid Investor Servicing Fees for previous
Interest Periods;

(iv) if such Distribution Date is in the Revolving Period, to the
Depositor, the Investor Percentage of the aggregate of all Liquidation Loss
Amounts incurred in the preceding Collection Period; provided that the Depositor
Interest (after giving effect to any transfers of Additional Balances and
Eligible Additional Mortgage Loans on such date and to the distribution of such
Liquidation Loss Amount) is equal to or greater than zero;

(v) if such Distribution Date is in the Amortization Period, to the
Certificateholders, the Investor Percentage of the aggregate of all Liquidation
Loss Amounts incurred in the preceding Collection Period;

(vi) to the Certificateholders, the aggregate of the amounts allocable
pursuant to clause (v) that were not previously distributed pursuant to such
clause (each such undistributed amount being referred to herein as a
"Certificate Principal Balance Loss Deduction Amount"); and

(vii) to the Certificateholder, accrued and unpaid interest on each
unreimbursed Certificate Principal Balance Loss Deduction Amount (such interest
being calculated at the Certificate Rate for each Interest Period during which
such unreimbursed amount was outstanding.]

Any amounts remaining in the Collection Account collected during or with

respect to the preceding Collection Period, after all other distributions have
been made, will be distributed to the [Letter of Credit] [Surety Bond] Issuer.

A Certificate Principal Balance Loss Deduction Amount represents a loss of
principal in respect of Defaulted Mortgage Loans allocable to the Investor
Interest and will arise when the Investor Percentage of Interest Collections and
the Required Amount are not sufficient to cover such loss, in accordance with
the priority of distributions described above. As described under "General"
above, any Certificate Principal Balance Loss Deduction Amounts which have not
been reimbursed, as provided herein, will reduce the Certificate Principal
Balance.

The Required Amount for each Distribution Date will be the lesser of (i)
the [Letter of Credit] [Surety Bond] Amount and (ii) the amount, if any, by
which (a) the full amount distributable on such Distribution Date pursuant to
clauses (i) through(vii) above exceeds (b) the Investor Percentage of the
Interest Collections for the related Collection Period. The Required Amount
will be drawn on the [Letter of Credit] [Surety Bond].

Distributions of Principal. On each Distribution Date after the first
Collection Period in the Amortization Period, the Trustee will distribute to the
Certificateholders the Investor Percentage of Principal Collections received in
the preceding Collection Period. In addition, the Trustee will distribute to
the Certificateholders on any Distribution Date during the Amortization Period
any Retransfer Deposit Amount (or drawn on the [Letter of Credit] [Surety Bond]
in respect thereof) received in the preceding Collection Period and any
Unallocated Principal Collections then on deposit in the Distribution Amount.
The aggregate distributions of principal to the Certificateholders will not
exceed the Initial Certificate Principal Balance.

[Calculation of Certificate Rate. With respect to the initial
Distribution Date, the Certificate Rate will be equal to ___%. Thereafter, on
each Distribution Date, the Certificate Rate will be equal to LIBOR as of the
second London Business Day (as defined below) prior to the immediately preceding
Distribution Date plus 0.___% of 1%. However, if the Certificate Rate
calculated as described in the preceding sentence for any such Distribution Date
is greater than the weighted average of the Net Loan Rates for the Mortgage
Loans for the preceding Collection Period, the Certificate Rate for any such
Distribution Date will be equal to the weighted average of the Net Loan Rates.
The Net Loan Rate for a Mortgage Loan is its Loan Rate less the Servicing Fee
Rate. Interest payable on any Distribution Date will accrue on the Certificates
from the preceding Distribution Date (or, in the case of the first Distribution
Date, from the Closing Date) through the day preceding such Distribution Date
(an ("Interest Period"). All calculations of interest accrued on the
Certificates will be made on the basis of the actual number of days in an
Interest Period and a year assumed to consist of 360 days.

The term "Certificate Principal Balance" means (i) the original principal
amount of the Certificates less (ii) all amounts previously distributed to
Certificateholders under "___ Distributions of Principal" above, less (iii) the
aggregate of all unreimbursed Certificate Principal Balance Loss Deduction
Amounts.

Calculation of LIBOR. "LIBOR" with respect to any Distribution Date will

be determined by the Trustee and will be equal to the offered rates for deposits
in United States dollars having a maturity of one month (the "Index Maturity")
commencing on the second London Business Day (as defined below) prior to the
previous Distribution Date, which appear on the Reuters Screen LIBO Page as of
approximately 11:00 A.M., London Time, on such date of calculation. If at least
two such offered rates appear on the Reuters Screen LIBO Page, LIBOR will be the
arithmetic mean (rounded upwards, if necessary, to the nearest one-sixteenth of
a percent) of such offered rates. If fewer than two such quotations appear,
LIBOR with respect to such Distribution Date will be determined at approximately
11:00 A.M., London time, on such determination date on the basis of the rate at
which deposits in United States dollars having the Index Maturity are offered to
prime banks in the London interbank market by four major banks in the London
interbank market selected by the Trustee and in a principal amount equal to an
amount of not less than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time. The Trustee will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR will be the arithmetic mean
(rounded upwards as aforesaid) of such quotations. If fewer than two quotations
are provided, LIBOR with respect to such Distribution Date will be the
arithmetic mean (rounded upwards as aforesaid) of the rates quoted at
approximately 11:00 A.M., New York City time, on such determination date by
three major banks in New York, New York selected by the Trustee for loans in
United States dollars to leading European banks having the Index Maturity and in
a principal amount equal to an amount of not less than U.S. $1,000,000 and is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the Bank are not quoting as
mentioned in this sentence, LIBOR in effect for the applicable period will be
LIBOR in effect for the previous period.]

[For purposes of calculating LIBOR, a "London Business Day" will be any
Business Day on which dealings in deposits in United States dollars are
transacted in the London interbank market and "Reuters Screen LIBO Page" will be
the display designated as page "LIBO" on the Reuters Monitor Money Rates Service
(or such other page as may replace the LIBO page on that service for the purpose
of displaying London interbank offered rates of major banks.)]

The [Letter of Credit] [Surety Bond]

On the Closing Date, the [Letter of Credit] [Surety Bond] Issuer will
issue the [Letter of Credit] [Surety Bond] in favor of the Trustee on behalf of
the Trust to support payments on the Certificates. On each Determination Date,
the Servicer will determine the amounts required to be drawn on the [Letter of
Credit] [Surety Bond], up to the [Letter of Credit] [Surety Bond] Amount, on the
related Distribution Date. On each Distribution Date, any amounts remaining in
the Collection Account with respect to the preceding Collection Period, after
all other distributions have been made as described above, will be distributed
to the [Letter of Credit] [Surety Bond] Issuer. See "Distributions on
Certificates" above.

The amount available under the [Letter of Credit] [Surety Bond] (the
"[Letter of Credit] [Surety Bond] Amount") for the initial Distribution Date
will be $ . For each Distribution Date thereafter, the [Letter of
Credit] [Surety Bond] Amount will equal the lesser of (i) __% of the Pool
Balance as of the first day of the preceding Collection Period (after giving

effect to any amounts distributed with respect to principal of the Mortgage
Loans on the Distribution Date occurring in such preceding Collection Period)
and (ii) the [Letter of Credit] [Surety Bond] Amount as of the first day of the
preceding Collection Period, minus any amounts drawn under the [Letter of
Credit] [Surety Bond] during such preceding Collection Period, plus any amounts
paid to the [Letter of Credit] [Surety Bond] Issuer on the Distribution Date
occurring in such preceding Collection Period up to the amount of any previous
draws on the [Letter of Credit] [Surety Bond].

Early Amortization Events

As described above, the Revolving Period will continue until the close of
business on the last day of ______ unless an Early Amortization Event occurs
prior thereto. The term "Early Amortization Event" refers to any of the
following events:

[(a) failure on the part of the Servicer or the Depositor (i) to make
any payment or deposit on the date required under the Agreement within five
business days after such payment or deposit is required to be made, (ii) to
observe or perform in any material respect certain covenants of the Servicer or
the Depositor or (iii) to observe or perform in amy material respect any other
covenants or agreements of the Servicer or the Depositor set forth in the
Agreement, which failure, in each case, materially and adversely affects the
interests of the Certificateholders and which, in the case of clause (iii),
continues unremedied for a period of 60 days after written notice and continues
to materially and adversely affect the interests of the Certificateholders for
such period;

(b) any representation or warranty made by the Servicer or the Depositor
in the Agreement proves to have been incorrect in any material respect when
made, as a result of which the interests of the Certificateholders are
materially and adversely affected, which continues to be incorrect in any
material respect for a period of 60 days after written notice and which
continues to materially and adversely affect the interests of the
Certificateholders for such period; provided, however, that an Early
Amortization Event shall not be deemed to occur thereunder if the Depositor has
accepted retransfer of the related Mortgage Loan or all such Mortgage Loans, if
applicable, during such period (or such longer period (not to exceed an
additional 60 days) as the Trustee may specify) in accordance with the
provisions of the Agreement;

(c) the Trust becomes subject to registration as an investment company
under the Investment Company Act of 1940, as amended;

(d) if the Depositor fails to transfer to the Trust Eligible Additional
Mortgage Loans by the time it is required to do so;

(e) an Event of Default under the Trust Agreement (as described in the
Prospectus under "THE TRUST AGREEMENTS ___ Events of Default") occurs;

(f) the [Letter of Credit] [Surety Bond] Amount is less than % of the
Certificate Principal Balance; or

(g) if the average of the Investor Percentage of Interest Collections

for any three consecutive Collection Periods is less than the amounts to be
distributed to Certificateholders as set forth in subsections (i) through (vii)
under "Distributions on the Certificates ___ Distributions of Interest
Collections and Required Amounts" above for the three Distribution Dates
relating to such Collection Periods.]

[In the case of any event described in clauses (a), (b) or (e), an Early
Amortization Event will be deemed to have occurred only if, after the expiration
of the applicable grace period, if any, described in such clauses, either the
Trustee or holders of Certificates evidencing Percentage Interests aggregating
more than 51% or the [Letter of Credit] [Surety Bond] Issuer (but only if the
[Letter of Credit] [Surety Bond] is outstanding or the [Letter of Credit]
[Surety Bond] Issuer has not been fully reimbursed for all amounts paid to the
Trust by the [Letter of Credit] [Surety Bond] Issuer), by written notice to the
Depositor and the Servicer (and to the Trustee if given by the
Certificateholders or the [Letter of Credit] [Surety Bond] Issuer) declare that
an Early Amortization Event has occurred as of the date of such notice. In the
case of any event described in clauses (c), (d), (e) or (f), an Early
Amortization Event will be deemed to have occurred without any notice or other
action on the part of the Trustee or the Certificateholders or the [Letter of
Credit] [Surety Bond] Issuer immediately upon the occurrence of such event. On
the date on which an Early Amortization Event is deemed to have occurred, the
Amortization Period will commence. In such event, distributions of principal to
the Certificateholders will begin on the first Distribution Date following the
month in which the Early Amortization Date occurs. If, because of the
occurrence of an Early Amortization Event, the Amortization Period begins
earlier than _______, the date on which the Amortization Period is scheduled to
commence, Certificateholders will begin receiving distributions of principal
earlier than they would otherwise have under the Agreement, which may shorten
the final maturity of the Certificates.]

Optional Termination

The Depositor may effect a retransfer of the Certificateholders' interest
in each Mortgage Loan, and all property acquired in respect of any Mortgage
Loan, remaining in the Trust for an amount equal to the sum of the Certificate
Principal Balance plus accrued and unpaid interest thereon at the applicable
Certificate Rate through the day preceding the final Distribution Date if the
Certificate Principal Balance immediately prior to the final Distribution Date
is less than or equal to 5% of the original Certificate Principal Balance. The
purchase price will be distributed to the Certificateholders in lieu of the
amount that would otherwise be distributed if such options were not exercised,
which will be applied as provided in the Agreement.

[Registration of Certificates

The Certificates will initially be registered in the name of Cede, the
nominee of DTC. DTC is a limited- purpose trust company organized under the
laws of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC accepts securities for deposit from its
participating organizations ("Participants") and facilities the clearance and
settlement of securities transactions between Participants in such securities

through electronic book-entry changes in accounts of Participants, thereby
eliminating the need for physical movement of certificates. Participants
include securities brokers and dealers, banks and trust companies and clearing
corporations and may include certain other organizations. Indirect access to
the DTC system is also available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("Indirect Participants").

Certificate Owners who are not Participants but desire to purchase, sell
or otherwise transfer ownership of the Certificates may do so only through
Participants (unless and until Definitive Certificates are issued). In
addition, Certificate Owners will receive all distributions of principal of and
interest on the Certificates from the Trustee through Participants. Certificate
Owners will not receive or be entitled to receive certificates representing
their respective interests in the Certificates, except under the limited
circumstances described below.

Unless and until Definitive Certificates are issued, it is anticipated
that the only Certificateholder of the Certificates will be Cede, as nominee of
DTC, Certificate Owners will not be Certificateholders as that term is used in
the Agreement. Certificate Owners are only permitted to exercise the rights of
Certificateholders indirectly through Participants.

While the Certificates are outstanding (except under the circumstances
described below), under the rules, regulations and procedures creating and
affecting DTC and its operations (the "Rules"), DTC is required to make
book-entry transfers among Participants on whose behalf it acts with respect to
the Certificates and is required to receive and transmit distributions of
principal of and interest on the Certificates. Participants with whom
Certificate Owners have accounts with respect to Certificates are similarly
required to make book-entry transfers and receive and transmit such
distributions on behalf of their respective Certificate Owners. Accordingly,
although Certificate Owners will not possess certificates, the rules provide a
mechanism by which Certificate Owners will receive distributions and will be
able to transfer their interests.

Unless and until Definitive Certificates are issued, Certificate Owners
who are not Participants may transfer ownership of Certificates only through
Participants by instructing such Participants to transfer Certificates, by book-
entry transfer, through DTC for the account of the purchasers of such
Certificates, which account is maintained with their respective Participants.
Under the Rules and in accordance with DTC's normal procedures, transfers of
ownership of Certificates will be executed through DTC and the accounts of the
respective Participants at DTC will be debited and credited. Similarly, the
respective Participants will make debits or credits, as the case may be, on
their records on behalf of the selling and purchasing Certificate Owners.

Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a
Certificateholder to pledge Certificates to persons or entities that do not
participate in the DTC system, or otherwise take actions in respect of such
Certificates, may be limited due to the lack of a physical certificate for such
Certificates.

Certificates will be issued in registered form to Certificate Owners, or
their nominees, rather than to DTC (such Certificates being referred to herein
as "Definitive Certificates"), only if (i) DTC or the Servicer advises the
Trustee in writing that DTC is no longer willing or able to discharge properly
its responsibilities as depository with respect to the Certificates and the
Servicer or the Trustee is unable to locate a qualified successor, (ii) the
Servicer, at its sole option, advises the Trustee in writing that it elects to
terminate the book-entry system through DTC or (iii) after the occurrence of an
Event of Servicing Termination, DTC, at the direction of Certificate Owners
owning Certificates evidencing Percentage Interests aggregating at lease 51%,
advises the Trustee in writing that the continuation of a book-entry system
through DTC (or a successor thereto) to the exclusion of any physical
certificates being issued to Certificate Owners is no longer in the best
interests of Certificate Owners. Upon the issuance of Definitive Certificates
to Certificate Owners, such Certificates will be transferable directly (and not
exclusively on a book-entry basis) and registered holders will deal directly
with the Trustee with respect to transfers, notices and distributions. If
Definitive Certificates are issued, the Record Date may be changed to the last
day of the month immediately preceding the related Distribution Date.

DTC has advised the Servicer and the Trustee that, unless and until
Definitive Certificates are issued, DTC will take any action permitted to be
taken by a Certificateholder under the Agreement only at the direction of one or
more Participants to whose accounts with DTC the Certificates are credited. DTC
has advised the Servicer that DTC will take such action with respect to any
Percentage Interests of the Certificates only at the direction of and on behalf
of such Participants with respect to such Percentage Interests of the
Certificates. DTC may take actions, at the direction of the related
Participants, with respect to some Certificates which conflict with actions
taken with respect to other Certificates.]

USE OF PROCEEDS

The net proceeds to be received from the sale of the Certificates will be
applied by the Depositor towards the purchase of the Mortgage Loans. The
Mortgage Loans will have been acquired by the Depositor from [LCPI] [Lehman
Capital Corporation] in a privately negotiated transaction.

LEGAL INVESTMENT CONSIDERATIONS

Although, as a condition to their issuance, the Certificates will be rated
in the [highest] rating category of the Rating Agency, the Certificates will not
constitute "mortgage related securities" for purposes of the Secondary Mortgage
Market Enhancement Act of 1984 ("SMMEA"), because most of the Mortgages securing
the Mortgage Loans are not first mortgages. Accordingly, many institutions with
legal authority to invest in comparably rated securities based on first mortgage
loans may not be legally authorized to invest in the Certificates, which because
they evidence interests in a pool that includes junior mortgage loans are not
"mortgage related securities" under SMMEA. See "LEGAL INVESTMENT" in the
Prospectus.

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting
agreement, dated _________, and the Terms Agreement relating to the
Certificates, dated ________ (collectively the "Underwriting Agreement'),
between the Depositor and Lehman Brothers, an affiliate of the Depositor, the
Depositor has agreed to sell to Lehman Brothers, and Lehman Brothers has agreed
to purchase from the Depositor, all of the Certificates.

The Underwriting Agreement provides that Lehman Brothers' obligations
hereunder are subject to certain conditions precedent, and that Lehman Brothers
will be obligated to purchase all of the Certificates if any are purchased.

The distribution of the Certificates by Lehman Brothers will be effected
from time to time in one or more negotiated transactions or otherwise at varying
prices to be determined, in each case, at the time of sale. Lehman Brothers may
effect such transactions by selling the Certificates to or through dealers, and
such dealers may receive from Lehman Brothers compensation in the form of
underwriting discounts, concessions or commissions. Lehman brothers and any
dealers that participate with Lehman Brothers in the distribution of the
Certificates may be deemed to be underwriters, and any discounts, commissions or
concessions received by them, and any profit on the resale of the Certificates
purchased by them, may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended (the "Act").

The Underwriting Agreement provides that the Depositor will indemnify
Lehman Brothers against certain civil liabilities, including liabilities under
the Act.

LEGAL MATTERS

Certain legal matters with respect to the Certificates will be passed upon
for the Depositor by [ ] and for Lehman Brothers by [ ].

RATING

It is a condition to issuance that each Class of the Certificates be rated
not lower than _______________________ by Standard & Poor's Corporation and
_______ by Moody's Investors Service Inc.

A securities rating addresses the likelihood of the receipt by
Certificateholders of distributions on the Mortgage Loans. The rating takes
into consideration the characteristics of the Mortgage Loans and the structural,
legal and tax aspects associated with the Certificates. The ratings on the
Certificates do not, however, constitute statements regarding the likelihood or
frequency of prepayments on the Mortgage Loans or the possibility that
Certificateholders might realize a lower than anticipated yield.

A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization. Each securities rating should be evaluated
independently of similar ratings on different securities.

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1997.

Version #2

PROSPECTUS SUPPLEMENT
(To Prospectus dated _____________ __, 199__)

$_____________
LEHMAN HOME EQUITY LOAN TRUST 199___
$___________ HOME EQUITY LOAN ASSET-BACKED NOTES, SERIES 199_-_
$__________ HOME EQUITY LOAN ASSET-BACKED CERTIFICATES, SERIES 199_-_

The Lehman Home Equity Loan Trust 199__ (the "Trust") will be formed
pursuant to a trust agreement to be dated as of ______, 199_ (the "Trust
Agreement") and entered into by Lehman ABS Corporation (the
"Depositor"), ________________ and _____________, as owner trustee (the
"Owner Trustee"). The Trust will issue $___________ aggregate principal
amount of Home Equity Loan Asset-Backed Notes (the "Notes"). The Notes
will be issued pursuant to an indenture to be dated as of __________ __,
199_ (the "Indenture"), between the Trust and ____________, as indenture
trustee (the "Indenture Trustee"). The Trust will also issue
$____________ aggregate principal amount of Home Equity Loan
Asset-Backed Certificates, Series 199_-_ (the "Certificates" and,
together with the Notes, the "Securities").

The Trust will consist of certain [adjustable rate] [fixed rate] home
equity revolving credit line loans made or to be made in the future (the
"Mortgage Loans") secured primarily by second deeds of trust or
mortgages on residential properties that are primarily one- to
four-family properties, the collections in respect of such Mortgage
Loans, and certain other property relating to such mortgage loans. In
addition, the Securities will have the benefit of an irrevocable and
unconditional limited financial guaranty insurance policy (the "Policy")
issued by ______________ (the "Certificate Insurer") covering
[describe].

Distributions of principal and interest on the Notes will be made on the
_________ day of each month or, if such date is not a Business Day, then
on the succeeding Business Day (each a "Distribution Date"), commencing
on ________, 199_ to the extent described herein. Interest will accrue
on the Notes at a rate (the "Note Rate") equal to ___% per annum from
the Closing Date to the first Distribution Date and at [a floating rate
equal to LIBOR (as defined herein) plus ___% per annum] [___% per annum]
thereafter.

The Certificates will represent fractional undivided interests in the
Trust. Distribution of principal and interest on the Certificates will
be made on each Distribution Date to the extent described herein.
Interest will accrue on the Certificates at a rate (the "Pass-Through
Rate") equal to ___% per annum from the Closing Date to the first
Distribution Date and at [a floating rate equal to LIBOR plus ___% per
annum] [___% per annum] thereafter.

Payments of interest and principal on the Notes will have equal priority
with payments of principal and interest (and will be made pro rata) on

the Certificates.

There is currently no market for the Securities offered hereby and there
can be no assurance that such a market will develop or if it does
develop that it will continue. See "Risk Factors" herein.

____________________

THE SECURITIES REPRESENT INTERESTS IN OR OBLIGATIONS OF THE TRUST ONLY AND DO
NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, OWNER TRUSTEE,
INDENTURE TRUSTEE OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT PROVIDED
HEREIN. THE SECURITIES ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Securities offered hereby will be purchased by Lehman Brothers Inc.
[and ] ([collectively,] the "Underwriter") from the Depositor and
will, in each case, be offered by the Underwriter from time to time to
the public in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. The aggregate proceeds to the
Depositor from the sale of the Notes are expected to be $_____________
and from the sale of the Certificates are expected to be $__________
before deducting expenses payable by the Depositor of $_______.

The Securities are offered subject to prior sale and subject to the
Underwriters' right to reject orders in whole or in part. It is
expected that the Notes will be delivered in book-entry form through the
facilities of the Depository Trust Company, [Cedel, S.A. and the
Euroclear System] on or about _______, 199_. The Securities will be
offered in [Europe and] the United States of America.

____________________

Until ninety days after the date of this Prospectus Supplement, all
dealers effecting transactions in the Securities, whether or not
participating in this distribution, may be required to deliver a
Prospectus Supplement and Prospectus to investors. This is in addition
to the obligation of dealers acting as Underwriters to deliver a
Prospectus Supplement and Prospectus with respect to their unsold
allotments or subscriptions.

____________________

Each Series of Securities offered hereby constitute part of a separate
Series of Asset-Backed Securities being offered by Lehman ABS
Corporation from time to time pursuant to its Prospectus dated _________
__, 199 . This Prospectus Supplement does not contain complete
information about the offering of the Securities. Additional
information is contained in the Prospectus and investors are urged to
read both this Prospectus Supplement and the Prospectus in full. Sales
of the Securities may not be consummated unless the purchaser has
received both this Prospectus Supplement and the Prospectus.

____________________

LEHMAN BROTHERS

_______________, 199_

SUMMARY

The following summary of certain pertinent information is qualified in
its entirety by reference to the detailed information appearing
elsewhere in this Prospectus Supplement and in the accompanying
Prospectus. Certain capitalized terms used herein are defined elsewhere
in the Prospectus Supplement or in the Prospectus.

Trust . . . . . . . . . . . . . . . Lehman Home Equity Loan Trust 199_-_
(the "Trust" or the "Issuer"), a
Delaware business trust established
pursuant to the Trust Agreement (as
defined herein), dated as of ___,
199_ (the "Cut-Off Date"). The
property of the Trust will include: a
pool of [adjustable] [fixed] rate
home equity loan revolving credit
line loans made or to be made in the
future (the "Mortgage Loans"), under
certain home equity revolving credit
line loan agreements (the "Credit
Line Agreements") and secured
primarily by second [deeds of trust]
[mortgages] on residential properties
that are primarily one- to
four-family properties (the
"Mortgaged Properties"); the
collections in respect of the
Mortgage Loans received after the
Cut-Off Date; property that secured a
Mortgage Loan which has been acquired
by foreclosure or deed in lieu of
foreclosure; [a surety bond or letter
of credit]; an assignment of the
Depositor's rights under the Purchase
Agreement; rights under certain
hazard insurance policies covering
the Mortgaged Properties; and certain
other property, as described more
fully herein.

The Trust will include the unpaid
principal balance of each Mortgage
Loan as of the Cut-Off Date (the
"Cut-Off Date Principal Balance")
plus any additions thereto as a
result of new advances made pursuant
to the applicable Credit Line
Agreement (the "Additional Balances")
during the life of the Trust. With
respect to any date, the "Pool
Balance" will be equal to the
aggregate of the Principal Balances
of all Mortgage Loans as of such

date. The "Principal Balance" of a
Loan (other than a Liquidated Loan)
on any day is equal to its Cut-Off
Date Principal Balance, plus (i) any
Additional Balances in respect of
such Mortgage Loan, minus (ii) all
collections credited against the
Principal Balance of such Mortgage
Loan in accordance with the related
Credit Line Agreement prior to such
day. The Principal Balance of a
Liquidated Loan after the final
recovery of related Liquidation
Proceeds shall be zero.

Securities Offered. . . . . . . . . . (i) Home Equity Loan Asset-Backed
Notes, (the "Notes"); and (ii) Home
Equity Loan Asset-Backed Certificates
(the "Certificates" and, together
with the Notes, the "Securities").
Each Security represents the right to
receive payments of interest at the
variable rate described below,
payable monthly, and payments of
principal at such time and to the
extent provided below.

Depositor . . . . . . . . . . . . . . Lehman ABS Corporation, a Delaware
corporation (the "Depositor"). The
principal executive offices of the
Depositor are located at 200 Vesey
Street, Three World Financial Center,
New York, New York 10285. See "THE
COMPANY" in the Prospectus.

Servicer. . . . . . . . . . . . . . . __________ (the "Servicer").
The Servicer will service the
Mortgage Loans pursuant to a
Servicing Agreement dated _________
1, 199_ between the Issuer and the
Servicer.

Indenture . . . . . . . . . . . . . . The Notes will be issued pursuant
to an indenture dated as of
_________, 199_ (the "Indenture")
between the Trust and
________________________ in its
capacity as indenture trustee (the
"Indenture Trustee"). The Indenture
Trustee will allocate distributions
of principal and interest to holders
of the Notes (the "Noteholders") in
accordance with the Indenture.

Trust Agreement . . . . . . . . . . . Pursuant to a trust agreement dated
as of ________ 1, 199_ (the "Trust
Agreement"), among the Depositor,
________ and _________________ in its
capacity as owner trustee (the "Owner
Trustee"), the Trust will issue the
Certificates in an initial aggregate
amount of $__________. The
Certificates will represent
fractional undivided interests in the
Trust.

The Mortgage Loans. . . . . . . . . .The Mortgage Loans are primarily secured
by second deeds of trust or mortgages
on Mortgaged Properties. The
Mortgage Loans were originated by [
] and on or prior to the Closing
Date, [ ] will sell the Mortgage
Loans to the Depositor pursuant to a
purchase agreement (the "Purchase
Agreement"). The aggregate Cut-Off
Date Principal Balance of the
Mortgage loans is $___________ (the
"Cut-Off Date Pool Balance").

The combined loan-to-value ratio of
each Mortgage Loan, computed using
the maximum amount the borrower was
permitted to draw down under the
related Credit Line Agreement (the
"Credit Limit") and taking into
account the amounts of any related
senior mortgage loans (the "Combined
Loan-to-Value Ratio") did not exceed
__% as of the Cut-Off Date. The
weighted average Combined
Loan-to-Value Ratio of the Mortgage
Loans was ____% as of the Cut-Off
Date. See "THE HOME EQUITY LENDING
PROGRAM--Underwriting Procedures
Relating to the Mortgage Loans"
herein.

Interest on each Mortgage Loan is
payable monthly and computed on the
related average daily outstanding
Principal Balance for each billing
cycle at a variable rate per annum
(the "Loan Rate") equal at any time
(subject to minimum and maximum
rates, as described herein under "THE
HOME EQUITY LENDING PROGRAM--Mortgage
Loan Terms," and further subject to
applicable usury limitations) to the

sum of (i) [the prime rate published
in the "Money Rates" section of The
Wall Street Journal generally on the
Monday of the week in which such Loan
Rate adjust (or, if no rate is
published on such day, then on the
next succeeding calendar day on which
a prime rate is published), rounded
to the nearest [ ] percent] and
(ii) a margin generally within the
range of ___% to ___%. The Loan Rate
is subject to adjustment [ ].
With respect to each Mortgage Loan, a
"billing cycle" is the calendar month
preceding a Due Date. Interest
accrued at such rate will be due on
the Due Date in the month following
the close of the billing cycle. As
to each Mortgage Loan, the Due Date
is the __th day of the month. The
Cut-Off Date Principal Balances
ranged from zero to $_______ and
averaged $_______. Credit Limits
under the Mortgage Loans as of the
Cut-Off ranged from approximately
$_____ to $______ and averaged
$______. Each Mortgage Loan was
originated in the period from _______
to _________, and, as of the cut-Off
Date, the weighted average Credit
Limit Utilization Rate (as defined
herein) was approximately ___%. See
"THE HOME EQUITY LENDING PROGRAM" and
"DESCRIPTION OF THE MORTGAGE LOANS"
herein.

Collections . . . . . . . . . . . . . All collections on the Mortgage Loans
will be allocated by the Servicer in
accordance with the Loan Agreements
between amounts collected in respect
of interest ("Interest Collec-
tions") and amounts collected in
respect of principal ("Principal
Collections" and collectively with
Interest Collections, the
"Collections"). The Servicer will
generally deposit Collections
distributable to the Holders in an
account established for such purpose
under the Servicing Agreement (the
"Collection Account"). See
"DESCRIPTION OF THE SECURITIES--
Payments on Mortgage Loans;
Deposits to Collection Account"

herein and "SERVICING OF LOANS --
Deposits to and Withdrawals from
the Collection Account" in the
Prospectus.

Description of the Securities . . . .

A. Distributions. . . . . . . . . On each Distribution Date, collections
on the Mortgage Loans will be applied
in the following order of priority:

(i) to the Servicer, the Servicing
Fee;

(ii) as payment for the accrued
interest due and any overdue
accrued interest (with interest
thereon) on the respective
Security Balance of the Notes and
the Certificates;

(iii) as principal on the Securities,
the excess of Principal
Collections over Additional
Balances created during the
preceding Collection Period, such
amount to be allocated between the
Notes and Certificate, pro rata,
based on their respective
Principal Balances;

(iv) as principal on the Securities,
as payment for any Liquidation
Loss Amounts on the Mortgage
Loans;

(v) as payment for the premium on the
Policy;

(vi) to reimburse prior draws made on
the Policy; and

(vii) any remaining amounts to the
Depositor.

As to any Distribution Date, the
"Collection Period" is the calendar
month preceding the month of such
Distribution Date.

"Liquidation Loss Amount" means with
respect to any Liquidated Mortgage
Loan, the unrecovered Principal
Balance thereof at the end of the

related Collection Period in which
such Mortgage Loan became a
Liquidated Mortgage Loan after giving
effect to the Net Liquidation
Proceeds in connection therewith.

B. Note Rate. . . . . . . . . . . Interest will accrue on the unpaid
Principal Balance of the Notes at the
per annum rate (the "Note Rate")
equal to ___% per annum from the
Closing Date to the first
Distribution Date and thereafter
interest will accrue on the Notes
from and including the preceding
Distribution Date to but excluding
such current Distribution Date (each,
an "Interest Accrual Period") at [a
floating rate equal to LIBOR (as
defined herein) plus ___%] [___%].
[Interest will be calculated on the
basis of the actual number of days in
each Interest Accrual Period divided
by 360.] A failure to pay interest
on any Notes on any Distribution Date
that continues for five days
constitutes an Event of Default under
the Indenture.

C. Pass-Through Rate. . . . . . . Interest will accrue on the unpaid
Principal Balance of the Certificates
at the per annum rate (the
"Pass-Through Rate") equal to ___%
per annum from the Closing Date to
the first Distribution Date and
thereafter interest will accrue on
the Certificates for each Interest
Accrual Period at [a floating rate
equal to LIBOR (as defined herein)
plus ___%] [___%]. [Interest will be
calculated on the basis of the actual
number of days in each Interest
Accrual Period divided by 360.] A
failure to pay interest on any
Certificates on any Distribution Date
that continues for five days
constitutes an Event of Default under
the Trust Agreement.

D. Distribution Date. . . . . . . The ____ day of each month or, if
such day is not a Business Day, the
next succeeding Business Day,
commencing with _______, 199_. A
"Business Day" is any day other than
a Saturday or Sunday or another day

on which banking institutions in New
York, New York [and ____________] are
authorized or obligated by law,
regulations or executive order to be
closed.

E. Record Date. . . . . . . . . . The last day preceding a Distribution
Date or, if the Securities are no
longer Book-Entry Securities, the
last day of the month preceding a
Distribution Date.

F. Final Scheduled
Distribution Dates . . . . . . With respect to the Certificates,
___________________. To the extent
not previously paid, the Principal
Balance of the Notes will be due on
the Distribution Date in _______,
199_. Failure to pay the full
principal balance of Notes on or
before the applicable final scheduled
payment dates constitutes an Event of
Default under the Indenture.

G. Form and Registration. . . . . The Securities will initially be
delivered in book-entry form
("Book-Entry Notes"). Holders of
such Notes may elect to hold their
interests through The Depository
Trust Company ("DTC"), [in the United
States, or Centrale de Livraison de
Valeurs Mobilieres S.A. ("Cedel") or
the Euroclear System ("Euroclear"),
in Europe]. Transfers within DTC [,
Cedel or Euroclear, as the case may
be,] will be in accordance with the
usual rules and operating procedures
of the relevant system. So long as
the Notes are Book-Entry Notes, such
Notes will be evidenced by one or
more securities registered in the
name of Cede & Co. ("Cede"), as the
nominee of DTC [or one of the
relevant depositaries (collectively,
the "European Depositaries")].
Cross-market transfers between
persons holding directly or
indirectly through DTC[, on the one
hand, and counterparties holding
directly or indirectly through Cedel
or Euroclear, on the other,] will be
effected in DTC through Citibank
N.A. ("Citibank") or Morgan Guaranty
Trust Company of New York

("Morgan"), the relevant depositaries
of Cedel and Euroclear, respectively,
and each a participating member of
DTC. The Notes will initially be
registered in the name of Cede. The
interests of such Holders will be
represented by book entries on the
records of DTC and participating
members thereof. No Holder of a Note
will be entitled to receive a
definitive note representing such
person's interest, except in the
event that Notes in fully registered,
certificated form ("Definitive
Notes") are issued under the limited
circumstances described in
"DESCRIPTION OF THE SECURITIES--
Definitive Certificates" in the
Prospectus. All references in this
Prospectus Supplement to Notes
reflect the rights of Holders of such
Notes only as such rights may be
exercised through DTC and its
participating organizations for so
long as such Notes are held by DTC.
See "RISK FACTORS--Book-Entry
Securities".

H. Denominations. . . . . . . . . The Securities will be issued in
minimum denominations of $100,000 and
integral multiples of $1,000 in
excess thereof.

[Letter of Credit]
[Surety Bond]
Issuer. . . . . . . . . . . . . . _________________ (the "[Letter of
Credit] [Surety Bond] Issuer"). See
"THE [LETTER OF CREDIT] [SURETY BOND]
ISSUER" herein.

[Letter of Credit]
[Surety Bond]. . . . . . . . . . . On the Closing Date, the [Letter of
Credit] [Surety Bond] Issuer will
issue a [letter of credit] [surety
bond] (the "[Letter of Credit]
[Surety Bond]") in favor of the
Trustee on behalf of the Trust. In
the event that, on any Distribution
Date, available amounts on deposit in
the Collection Account with respect
to the preceding Collection Period
are insufficient to provide for the
payment of the amount required to be
distributed to the Holders and the

Servicer on such Distribution Date,
the Trustee will draw on the [Letter
of Credit] [Surety Bond], to the
extent of the [Letter of Credit]
[Surety Bond] Amount for such
Distribution Date, in an amount equal
to such deficiency. See "DESCRIPTION
OF THE SECURITIES--The [Letter of
Credit] [Surety Bond] and "--
Distributions on the Securities"
herein and "ENHANCEMENT" in the
Prospectus.

[[Letter of Credit]
[Surety Bond]
Amount. . . . . . . . . . . . . . The amount available under the
[Letter of Credit] [Surety Bond] (the
"[Letter of Credit] [Surety Bond]
Amount") for the initial Distribution
Date will be $ . For each
Distribution Date thereafter, the
[Letter of Credit] [Surety Bond]
Amount will equal the lesser of (i)
% of the Pool Balance as of the first
day of the preceding Collection
Period (after giving effect to any
amounts distributed with respect to
principal of the Mortgage Loans on
the Distribution Date occurring in
such preceding Collection Period) and
(ii) the [Letter of Credit] [Surety
Bond] Amount as of the first day of
the preceding Collection Period,
minus any amounts drawn under the
[Letter of Credit] [Surety Bond]
during such preceding Collection
Period, plus any amounts paid to the
[Letter of Credit] [Surety Bond]
Issuer on the Distribution Date
occurring in such preceding
Collection Period up to the amount of
any previous draws on the [Letter of
Credit] [Surety Bond].]

Servicing . . . . . . . . . . . . . . The Servicer will be responsible for
servicing, managing and making
collections on the Mortgage Loans.
On the ________ business day, but no
later than the ________ calendar day,
of each month (the "Determination
Date"), the Servicer will calculate,
and instruct the Trustee regarding,
the amounts to be paid, as described
herein, with respect to the related

Collection Period to the Holders.
See "DESCRIPTION OF THE SECURITIES--
Distributions on the Securities"
herein. The Servicer will receive a
monthly servicing fee in the amount
of ____% per annum (the "Servicing
Fee Rate"), of the related Pool
Balance and certain other amounts, as
servicing compensation from the
Trust. See "SERVICING OF MORTGAGE
LOANS--Servicing Compensation and
Payment of Expenses" herein. In
certain limited circumstances, the
Servicer may resign or be removed, in
which event either the Trustee or a
third- party servicer will be
appointed as successor Servicer. See
"SERVICING OF THE LOANS--Certain
Matters Regarding the Servicer" and
"THE AGREEMENTS--Events of Default"
and "--Rights Upon Events of
Default" in the Prospectus.

[Final Payment of Principal;
Termination. . . . . . . . . . . . The Trust will terminate on the
Distribution Date following the
earlier of (i)
_________________________ and (ii)
the final payment or other
liquidation of the last Mortgage Loan
and Private Security in the Trust.
The Mortgage Loans will be subject to
optional repurchase by the Servicer
on any Distribution Date after the
Principal Balance is reduced to an
amount less than or equal to $
([5]% of the initial Principal
Balance). The repurchase price will
be equal to the sum of the out-
standing Principal Balance and
accrued and unpaid interest thereon
at the weighted average of the Loan
Rates through the day preceding the
final Distribution Date. See
"DESCRIPTION OF THE SECURITIES--
Optional Termination" herein and
"DESCRIPTION OF THE SECURITIES--
Optional Termination" and "THE
AGREEMENTS--Termination" in the
Prospectus.]

Certain Federal Income Tax
Consequences. . . . . . . . . . . . . In the opinion of Tax Counsel (as
defined herein), for federal income

tax purposes, the Securities will be
characterized as indebtedness, and
the Trust should be characterized as
an owner trust and will not be
characterized as an association (or
publicly traded partnership) taxable
as a corporation. Each holder of a
Security, by the acceptance of a
Security, will agree to treat the
Security as indebtedness and the
Trust as an owner trust for federal,
state and local income and franchise
tax purposes. See "Certain Federal
Income Tax Consequences" and "State
Tax Consequences" herein and "Certain
Federal Income Tax Considerations"
and "State Tax Considerations" in the
Prospectus concerning the application
of federal, state and local tax laws.

Legal Investment. . . . . . . . . . . Institutions whose investment
activities are subject to legal
investment laws and regulations or to
review by certain regulatory
authorities may be subject to
restrictions on investment in the
Securities. See "Legal Investment
Considerations" herein.

ERISA . . . . . . . . . . . . . . . . Generally, plans that are subject to
the requirements of ERISA and the
Code are permitted to purchase
instruments like the Notes that are
debt under applicable state law and
have no "substantial equity features"
without reference to the prohibited
transaction requirements of ERISA and
the Code. In the opinion of ERISA
Counsel (as defined herein), the
Notes will be classified as
indebtedness without substantial
equity features for ERISA purposes.
However, if the Notes are deemed to
be equity interests and no statutory,
regulatory or administrative
exemption applies, the Trust will
hold plan assets by reason of a
Plan's investment in the Notes.
Accordingly, any Plan fiduciary
considering whether to purchase the
Notes on behalf of a Plan should
consult with its counsel regarding
the applicability of the provisions
of ERISA and the Code and the

availability of any exemptions.
Under current law the purchase and
holding of the Certificates by or on
behalf of any employee benefit plan
(a "Plan") subject to the fiduciary
responsibility provisions of the
Employee Retirement Income Security
Act of 1974, as amended ("ERISA"),
may result in a "prohibited
transaction" within the meaning of
ERISA and the Code or other violation
of the fiduciary responsibility
provisions of ERISA and Section 4975
of the Code. [Consequently,
Certificates may not be transferred
to a proposed transferee that is a
Plan subject to ERISA or that is
described in Section 4975(e)(1) of
the Code, or a person acting on
behalf of any such Plan or using the
assets of such plan unless the Owner
Trustee and the Depositor receive the
opinion of counsel reasonably
satisfactory to the Owner Trustee and
the Depositor to the effect that the
purchase and holding of such
Certificate will not result in the
assets of the Trust being deemed to
be "plan assets" for ERISA purposes
and will not be a prohibited
transaction under ERISA or Section
4975 of the Code.] See "ERISA
Considerations" herein and in the
Prospectus.

Rating. . . . . . . . . .. . . . . . It is a condition to the issuance of the
Securities that they be rated in the
highest rating category by at least
two nationally recognized statistical
rating organizations (each a "Rating
Agency"). In general, ratings
address credit risk and do not
address the likelihood. A security
rating is not a recommendation to
buy, sell or hold securities.

RISK FACTORS

Book-Entry Securities. Issuance of the Securities in book-entry form may
reduce the liquidity of such Securities in the secondary trading market since
investors may be unwilling to purchase Securities for which they cannot obtain
physical securities. See "DESCRIPTION OF THE SECURITIES--Book-Entry Securities"
herein.

Since transactions in the Securities can be effected only through DTC,
CEDEL, Euroclear, participating organizations, indirect participants and certain
banks, the ability of a Certificate Owner to pledge a Security to persons or
entities that do not participate in the DTC, CEDEL or Euroclear system or
otherwise to take actions in respect of such Securities, may be limited due to
lack of a physical security representing the Securities. See "DESCRIPTION OF
THE SECURITIES--Book-Entry Securities" herein.

Security Owners may experience some delay in their receipt of distributions
of interest and principal on the Securities since such distributions will be
forwarded by the Trustee to DTC and DTC will credit such distributions to the
accounts of its Participants (as defined herein) which will thereafter credit
them to the accounts of Security Owners either directly or indirectly through
indirect participants. See 'DESCRIPTION OF THE SECURITIES--Book-Entry
Securities" herein.

Cash Flow Considerations. During the first [ ]-year draw down period
under the related Credit Line Agreements fort the Mortgage Loans, collections on
such Mortgage Loans may vary because, among other things, borrowers are not
required to make monthly payments of principal. With respect to some of the
Mortgage Loans, during the second [ ]-year draw down period, no monthly
payments of principal are required. Collections on the Mortgage Loans may also
vary due to seasonal purchasing and payment habits of borrowers.

General credit risk may also be greater to Holders than to holders of
instruments representing interests in level payment first mortgage loans since
no payment of principal generally is required until after either a five- or
ten-year interest only period under the related Credit Line Agreements. Minimum
monthly payments will at least equal and may exceed accrued interest. Even
assuming that the Mortgaged Properties provide adequate security for the
Mortgage Loans, substantial delay could be encountered in connection with the
liquidation of Mortgage Loans that are delinquent and corresponding delays in
the receipt of related proceeds by Holders could occur if the [Letter of Credit]
[Surety Bond] provider were unable to perform on its obligations under the
[Letter of Credit] [Surety Bond]. Further, liquidation expenses (such as legal
fees, real estate taxes, and maintenance and preservation expenses) will reduce
the proceeds payable to Holders and thereby reduce the security for the Mortgage
Loans. In the event any of the Mortgaged Properties fail to provide adequate
security for the related Mortgage Loans, Holders could experience a loss if the
[Letter of Credit] [Surety Bond] provider were unable to perform its obligations
under the [Letter of Credit] [Surety Bond].

Prepayment Considerations. All of the Mortgage Loans may be prepaid in
whole or in part at any time without penalty. Home equity loans, such as the
Mortgage Loans, have been originated in significant volume only during the past

few years and neither the Depositor nor the Servicer is aware of any publicly
available studies or statistics on the rate of prepayment of such loans.
Generally, home equity loan are not viewed by borrowers as permanent financing.
Accordingly, the Mortgage Loans may experience a higher rate of prepayment than
traditional loans. The Trust's prepayment experience may be affected by a wide
variety of factors, including general economic condition, interest rates, the
availability of alternative financing and homeowner mobility. In addition,
substantially all of the Mortgage Loans contain due-on-sale provisions and the
Servicer intends to enforce such provisions unless (i) such enforcement is not
permitted by applicable law or (ii) the Servicer, in a manner consistent with
reasonable commercial practice, permits the purchaser of the related Mortgaged
Property to assume the Mortgage Loan. To the extent permitted by applicable
law, such assumption will not release the original borrower from its obligation
under any such Mortgage Loan.

Security Rating. The rating of the Securities will depend primarily on an
assessment by the Rating Agencies of the Mortgage Loans [and upon the
claims-paying ability of the [Letter of Credit] [Surety Bond] provider]. [Any
reduction in a rating assigned to the claims-paying ability of the [Letter of
Credit] [Surety Bond] provider below the rating initially given to the
Securities may result in a reduction in the rating of the Securities.] The
rating by the Rating Agencies of the Securities is not a recommendation to
purchase, hold or sell the Securities, inasmuch as such rating does not comment
as to the market price or suitability for a particular investor. There is no
assurance that the ratings will remain in place for any given period of time or
that the ratings will not be lowered or withdrawn by the Rating Agencies. In
general, the ratings address credit risk and do not address the likelihood of
prepayments. The ratings of the Securities do not address the possibility of
the imposition of United States withholding tax with respect to non-U.S.
persons.

Legal Considerations. The Mortgage Loans are secured by deeds of trust or
mortgages (which generally are second mortgages). With respect to Mortgage
Loans that are secured by first mortgages, the Servicer has the power under
certain circumstances to consent to a new mortgage lien on the Mortgaged
Property having priority over such Mortgage Loan. Mortgage Loans secured by
second mortgages are entitled to proceeds that remain from the sale of the
related Mortgage Property after any related senior mortgage loan and prior
statutory liens have been satisfied. In the event that such proceeds are
insufficient to satisfy such loans and prior liens in the aggregate [and the
[Letter of Credit] [Surety Bond] provider is unable to perform its obligations
under the [Letter of Credit] [Surety Bond] or if the coverage under the [Letter
of Credit] [Surety Bond] is exhausted] the Trust and, accordingly, the Holders,
bear (i) the risk of delay in distributions while a deficiency judgment against
the borrower is obtained and (ii) the risk of loss if the deficiency judgment
cannot be obtained or is not realized upon. See "CERTAIN LEGAL ASPECTS OF THE
MORTGAGE LOANS" herein.

The sale of the Mortgage Loans from the Seller to the Depositor pursuant to
the Purchase Agreement will be treated as a sale of the Mortgage Loans. The
Seller will warrant that such transfer is either a sale of its interest in the
Mortgage Loans or a grant of a first priority perfected security interest
therein. In the event of an insolvency of the Seller, the receiver of the
Seller may attempt to recharacterize the sale of the Mortgage Loans as a

borrowing by the Seller secured by a pledge of the Mortgage Loans. If the
receiver decided to challenge such transfer, delays in payments of the
Securities and possible reductions in the amount thereof could occur. The
Depositor will warrant in the Trust Agreement that the transfer of its interest
in the Mortgage Loans to the Trust is a valid transfer and assignment of such
interest.

If a conservator, receiver or trustee were appointed for the Seller, or if
certain other events relating to the bankruptcy or insolvency of the Seller were
to occur, Additional Balances would not be transferred by the Seller to the
Trust pursuant to the Purchase Agreement (as assigned by the Depositor to the
Trust). In such an event, an Event of Default under the Pooling and Servicing
Agreement and Indenture would commence and the Owner Trustee would attempt to
sell the Mortgage Loans (unless Holders holding Securities evidencing undivided
interests aggregating at least 51% of each of the Security Balance of the Notes
and the Certificates instruct otherwise), thereby causing early payment of the
Security Balance of the Notes and the Certificates.

In the event of a bankruptcy or insolvency of the Servicer, the bankruptcy
trustee or receiver may have the power to prevent the Trustee or the Holders
from appointing a successor Servicer.

Servicer's Ability to Change the Terms of the Mortgage Loans. The Servicer
may agree to changes in the terms of a Credit Line Agreement, provided that such
changes (i) do not adversely affect the interest of the Holders, and (ii) are
consistent with prudent business practice. There can be no assurance that
changes in applicable law or the marketplace for home equity loans or prudent
business practice will not result in changes in the terms of the Mortgage Loans.

[Delinquent Mortgage Loans. The Trust will include Mortgage Loans which
are 89 or fewer days delinquent. The Cut-Off Date Principal Balance of such
delinquent Mortgage Loans was $______________. If there are not sufficient
funds form the Holders' Floating Allocation Percentage of Interest Collections
to cover the Liquidation Loss Amounts for any Distribution Date have been
reduced to zero, the aggregate amount of principal returned to the Holders may
be less than the Principal Balance on the day the Securities are issued.]

THE TRUST

GENERAL

The Issuer, Lehman Home Equity Loan Trust 199_, is a business trust formed
under the laws of the State of Delaware pursuant to the Trust Agreement for the
transactions described in this Prospectus Supplement. The Trust Agreement
constitutes the "governing instrument" under the laws of the State of Delaware
relating to business trusts. After its formation, the Issuer will not engage in
any activity other than (i) acquiring, holding and managing the Mortgage Loans
and the other assets of the Trust and proceeds therefrom, (ii) issuing the Notes
and the Certificates, (iii) making payments on the Notes and the Certificates
and (iv) engaging in other activities that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith.

The property of the Trust will consist of: (i) each of the Mortgage Loans

that are _________; (ii) collections on the Mortgage Loans received after the
Cut-Off Date; (iii) Mortgaged Properties relating to the Mortgage Loans that are
acquired by foreclosure or deed in lieu of foreclosure; (iv) the Collection
Account and the Distribution Account (excluding net earnings thereon); (v) the
[Letter of Credit] [Surety Bond]; and (vi) an assignment of the Depositor's
rights under the Purchase Agreement, including all rights of the Depositor to
purchase Additional Balances.

The Trust's principal offices are in __________, Delaware, in care of
________________________, as Owner Trustee, at [ ].

THE [LETTER OF CREDIT][SURETY BOND] ISSUER

The following information with respect to _________ ("_______") has been
furnished by __________.

[Description of Letter of Credit/Surety Issuer]

THE HOME EQUITY LENDING PROGRAM

The information set forth below concerning [_______] and its underwriting
policies has been provided by [_______]. The Depositor does not make any
representation as to the accuracy or completeness of such information.

GENERAL

All of the Mortgage Loans were originated by
[_____________________________], (the "Seller" or the "Servicer") under its home
equity lending program. The Seller first offered adjustable rate home equity
revolving credit line loans ("home equity loans") in 19__. As of
[_____________], [____________] owned and serviced approximately $__________
aggregate principal amount of outstanding home equity loans secured by
properties located in __________ under home equity credit lines (the "Seller
Portfolio").

UNDERWRITING PROCEDURES RELATING TO THE MORTGAGE LOANS

Each home equity loan was originated after a review by the Seller in
accordance with its established underwriting procedures, which were intended to
assess the applicant's ability to assume and repay such home equity loans and
the adequacy of the real property which serves as collateral for such home
equity loans. The maximum Credit Limit for a home equity loan provided by the
Seller was $__________.

Each applicant for a home equity loan was required to complete an
application which listed the applicant's assets, liabilities, income, credit and
employment history and other demographic and personal information. If
information in the loan application demonstrated that there was sufficient
income and equity to justify making a home equity loan and the Seller (a)
received a satisfactory independent credit bureau report on the credit history
of the borrower and (b) obtained, in the case of all home equity loans
originated prior to __________ a drive-by appraisal of the related Mortgaged

Property or for all home equity loans originated as of __________, a
satisfactory appraisal completed on forms approved by FNMA, and if such
information met the Seller's underwriting standards, the Seller issued a
commitment subject to satisfaction of certain other conditions. These
conditions included: (i) obtaining and reviewing pay stubs, income tax returns
or a verification of employment from the applicant's employer; (ii) obtaining
and reviewing a verification of deposit; and (iii) obtaining and reviewing a
verification of the loan in the first lien position when the home equity loan
was to be in a second lien position.

Appraisals of the Mortgaged Properties were performed by a qualified
appraiser or an independent third-party, fee-based appraiser who had been
previously approved for such assignment by the Seller.

It is the Seller's policy to require a title policy insuring tile mortgage
in accordance with the intended lien position. Regardless of Combined
Loan-to-Value Ratios, it is the Seller's policy not to accept a position junior
to any mortgage lien other than a first mortgage.

Generally, a home equity loan needed a Combined Loan-to-Value Ratio of __%
for loans which the Seller obtained full documentary support and was __% for
loans for which limited documentary support was obtained.

After obtaining all applicable employment, credit and property information,
the Seller determined whether sufficient unencumbered equity in the property
existed and whether the prospective borrower had sufficient monthly income
available to support the payments of interest at the current prime rate plus the
applicable margin based on the credit limit in addition to any senior mortgage
loan payments (including any escrows for property taxes and hazard insurance
premiums) and other monthly credit obligations based on the prospective
borrower's debt-to-gross income ratio. The "debt-to-gross income ratio" is the
ratio of (a) certain of the borrower's debt obligations which include: (i) the
monthly first mortgage payment plus taxes; (ii) monthly installment debt
payments with a term of more than ten months; (iii) five percent of the total
revolving obligations; (iv) monthly alimony and child support obligations; and
(v) the payment on the home equity loan calculated at the Credit Limit and
current prime rate plus margin for such home equity loan to (b) the borrower's
gross verifiable monthly income. The debt-to-gross income ratio generally did
not exceed [________%].

When the commitment conditions had been satisfied, the home equity loan was
completed by signing a Credit Line Agreement, rescission statement, and mortgage
which secured the repayment of principal of and interest on the related home
equity loan. The original mortgage was then recorded in the appropriate county
government office.

MORTGAGE LOAN TERMS

A borrower may access a home equity loan by writing a check. On all home
equity loans, there is [a ten-year] draw down period as long as the borrower is
not in default under the loan agreement. Home equity loans bear interest at a
variable rate which may change bi-weekly. Home equity loans may be subject to a
maximum per annum interest rate (the "Maximum Rate") of % per annum and in
all cases, are subject to applicable usury limitations. See "CERTAIN LEGAL

ASPECTS OF THE MORTGAGE LOANS--Applicability of Usury Laws" in the Prospectus.
The daily periodic rate on the home equity loans (the "Loan Rate") is the sum of
the Index Rate plus a spread (the "Margin") which generally ranges between ____%
and ____%, divided by 365 days or 366 days, as applicable.

The "Index Rate" is based on [the "prime rate" published in The Wall Street
Journal every second Monday rounded to the nearest one-eighth of one percent or
if not published on any such date, as next published in the Wall Street
Journal.] The annual percentage rate for any bi-weekly period will be based on
the Prime Rate in effect the Monday on which the rate may change. [If a prime
rate range is published in The Wall Street Journal, then the midpoint (average)
of that range will be used.] There are no limitations on increases or decreases
(except for those home equity loans which have Maximum Rates). Only the home
equity loans that have Maximum Rates of ____% also have annual adjustment caps
of __% as to both increases and decreases in their Loan Rates.

Billing statements are mailed monthly. The statement details all debits
and credits and specifies the minimum payment due and the available credit
line. Notice of changes in the applicable Loan Rate are provided by the Seller
to the Borrower with such statements. All payments are due by the tenth day
after the date the billing statement is issued.

The Credit Line Agreements and Disclosure Statement further provide that if
publication of the Index Rate is discontinued, the Index Rate will be changed
upon notification in accordance with such Credit Line Agreements and Disclosure
Statements.

The right to obtain additional credit may be suspended or terminated or the
borrower may be required to pay the entire balance due plus all other accrued
but unpaid charges immediately, if the borrower fails to make any required
payment by the due date, if the total outstanding principal balance including
all charges payable exceeds the Credit Limit, if the borrower made any statement
or signature on any document which is fraudulent or contained a material
misrepresentation, if the borrower dies or becomes incompetent, if the borrower
becomes bankrupt or insolvent, if the borrower becomes subject to any judgment,
lien, attachment or execution is issued against the Mortgaged Property, the
borrower fails to obtain and maintain required property insurance or if the
borrower sells or transfers the Mortgaged Property or does not maintain the
property. In addition, the right to obtain additional credit may be suspended
or a borrower's Credit Limit may be reduced, if the value of the Mortgaged
Property decreases for any reason to less than 80% of the original appraised
value, if the borrower is in default under the home equity loan, if government
action impairs the Seller's lien priority or if a regulatory agency has notified
the Seller that continued advances would constitute an unsafe and unsound
practice.

DELINQUENCY AND LOSS EXPERIENCE OF THE SERVICER'S PORTFOLIO

The following tables set forth the delinquency and loss experience for each
of the periods shown for the home equity loans indicated on the table. The
Servicer believes that there have been no material trends or anomalies in the
historical delinquency and loss experience as represented in the following
tables. The data presented in the following tables are for illustrative
purposes only, and there is no assurance that the delinquency and loss

experience of the Mortgage Loans will be similar to that set forth below.

DELINQUENCY EXPERIENCE
(Dollars in Thousands)

As of _________
----------------------------------------
-----
----------------------------------------
Number of
Loans Amount
------------------ ----------------
Amount Outstanding at
Period End..............................

Delinquency
30-59 Days.............................. $
60-89 Days..............................
90 or More Days.........................
Foreclosures and Bankruptcies........... _________

Total Delinquencies....................... $
==========

30-59 Days Percentage..................... %
60-89 Days Percentage..................... %
90 or More Days Percentage................ %
Foreclosures and Bankruptcies.............

LOSS EXPERIENCE
(Dollars in Thousands)

For the Year
Ending ________
--------------------
Average Amount
Outstanding................................ $
Gross Charge-Offs............................ $
Recoveries................................... $
Net Losses as a Percentage
of Average Amount Outstanding.............. %

SERVICING OF THE MORTGAGE LOANS

The information set forth below concerning the Servicer and its servicing
policies has been provided by the Servicer. The Depositor does not make any
representation as to the accuracy or completeness of such information.

Servicing of Mortgage Loans

The Servicer will be responsible for servicing the Mortgage Loans as agent
for the Trust in accordance with the Servicer's policies and procedures for
servicing home equity loans and in accordance with the terms of the Servicing
Agreement.

With respect to real estate secured loans, the general policy of the
Servicer is to initiate foreclosure on the underlying property (i) after such
loan is 90 days or more delinquent; (ii) if a notice of default on a senior lien
is received by the Servicer; or (iii) if circumstances are discovered by the
Servicer which would indicate that a potential for loss exists. Foreclosure
proceedings may be terminated if the delinquency is cured. However, under
certain circumstances, the Servicer may elect not to commence foreclosure or
stay the foreclosure proceeding if the borrower's default is due to special
circumstances which are temporary and are not expected to last beyond a
specified period. The loans to borrowers in bankruptcy proceedings will be
restructured in accordance with law and with a view to maximizing recovery of
such home equity loans, including any deficiencies. Additionally, any time
during foreclosure, a forbearance, short sale, deed-in-lieu or a payment plan
can be authorized.

After foreclosure, if the home equity loan is secured by a first mortgage
lien, title to the related Mortgaged Property will pass to the Servicer, or a
wholly-owned subsidiary of the Servicer, who will liquidate the Mortgaged
Property and charge-off the balance of the home equity loan balance which was
not recovered by the liquidation proceeds. If the Mortgaged Property was
subject to a senior lien position, the Servicer will either satisfy such lien at
the time of foreclosure sale or take other action as deemed necessary to protect
the Servicer's interest in the Mortgaged Property. If in the judgment of the
Servicer, the cost of maintaining or purchasing the senior lien position exceeds
the economic benefit of such action, the Servicer will generally charge-off the
entire home equity loan, seek a money judgment against the borrower or will not
pursue any recovery.

Servicing and charge-off policies and collection practices may change over
time in accordance with the Servicer's business judgment, changes in the
Servicer's real estate secured revolving credit line loans and applicable laws
and regulations, and other considerations.

Servicing Compensation and Payment of Expenses

With respect to each Collection Period, other than the first Collection
Period, the servicing compensation to be paid to the Servicer in respect of its
servicing activities relating to the Mortgage Loans will be paid to it from
interest collections in respect of the Mortgage Loans and will be equal to ____%
per annum (the "Servicing Fee Rate") on the aggregate Principal Balances of the
Mortgage Loans as of the first day of each such Collection Period (the
"Servicing Fee"). With respect to the first Collection Period, the Servicer
will receive from such collections ___ of the amount calculated in the preceding
sentence. All assumption fees, late payment charges and other fees and charges,
to the extent collected from borrowers, will be retained by the Servicer as
additional servicing compensation.

The Servicer will pay certain ongoing expenses associated with the Trust
and incurred by it in connection with its responsibilities under the Servicing
Agreement, including, without limitation, payment of the fees and disbursements
of the Trustee, any custodian appointed by the Trustee, the Registrar and any
paying agent. In addition, the Servicer will be entitled to reimbursement for
certain expenses incurred by it in connection with defaulted Mortgage Loans and
in connection with the restoration of Mortgaged Properties related thereto, such

right of reimbursement being prior to the rights of Holders to receive any
related Liquidation Proceeds.

DESCRIPTION OF THE MORTGAGE LOANS

Mortgage Loans

The Mortgage Loans were originated pursuant to loan agreements and
disclosure statements (the "Credit Line Agreements") and are secured by
mortgages or deeds of trust, most of which are second mortgages or second deeds
of trust, on Mortgage Properties. The Mortgaged Properties securing the
Mortgage Loans consist primarily of residential properties that are one to
four-family properties. All of the Mortgaged Properties are owner occupied.
See"--Mortgage Loan Pool Statistics" below.

The Cut-Off Date Pool Balance is $___________, which is equal to the
aggregate Principal Balances of the Mortgage Loans as of ______, 199_ (the
"Cut-Off Date"). As of the _______, the Mortgage Loans were not more than 89
days delinquent and had a Loan Rate of at least ____% per annum. The average
Cut-Off Date Principal Balance was $_______, the minimum Mortgage Cut-Off Date
Principal Balance was zero, the maximum Cut-Off Date Principal Balance was
$_________, the minimum Loan Rate and the maximum Loan Rate on the Cut-Off Date
were ____% and ____% per annum, respectively, and the weighted average Loan Rate
on the Cut-Off Date was ____% per annum. As of the Cut-Off Date, the weighted
average Credit Limit Utilization Rate was ____%, the minimum Credit Limit
Utilization Rate was zero and the maximum Credit Limit Utilization Rate was
______%. The "Credit Limit Utilization Rate" is determined by dividing the Cut-
Off Date Principal Balance of a Mortgage Loan by the Credit Limit of the related
Credit Line Agreement. The weighted average Combined Loan-to-Value Ratio of the
Mortgage Loans was ____% as of the Cut-Off Date.

Mortgage Loan Pool Statistics

The Depositor has compiled the following additional information as of the
Cut-Off Date with respect to the Mortgage Loans to be included in the Trust.

[TABULAR INFORMATION]

Assignment of Mortgage Loans

At the time of issuance of the Securities, the Depositor will transfer to
the Trust all of its right, title and interest in and to each Mortgage Loan
(including its right to purchase any Additional Balances arising in the future),
related Credit Line Agreements, mortgages and other related documents
(collectively, the "Related Documents"), including all collections received on
or with respect to each such Mortgage Loan on or after the Cut-Off Date pursuant
to an assignment of the Depositor's rights and obligations under the Purchase
Agree- ment. The Owner Trustee, concurrently with such transfer, will deliver
the Securities. Each Mortgage Loan transferred to the Owner Trust will be
identified on a schedule (the "Mortgage Loan Schedule") delivered to the Owner
Trustee pursuant to the Purchase Agreement. Such schedule will include
information as to the Cut-Off Date Principal Balance of each Mortgage Loan, as

well as information with respect to the Loan Rate.

The Purchase Agreement will require that, within the time period specified
therein, the Seller deliver to the Owner Trustee (or a custodian, as the Owner
Trustee's agent for such purpose) the Mortgage Loans endorsed in blank and the
Related Documents. In lieu of delivery of original mortgages, the Seller may
deliver trust and correct copies thereof which have been certified as to
authenticity by the appropriate county recording office where such mortgage is
recorded.

Under the terms of the Purchase Agreement, the Seller, acting at the
Depositor's request, will have [__ days after the Closing Date] to prepare and
record assignments of the mortgages related to each Mortgage Loan in favor of
the Owner Trustee (unless opinions of counsel satisfactory to the Rating
Agencies and the Certificate Insurer are delivered to the Owner Trustee and the
Certificate Insurer to the effect that recordation of such assignments is not
required in the relevant jurisdictions to protect the interests of the Owner
Trustee in the Mortgage Loans).

Within 90 days of the Closing Date, the Owner Trustee will review the
Mortgage Loans and the Related Documents and if any Mortgage Loan or Related
Document is found to be defective in any material respect and such defect is not
cured within 90 days following notification thereof to the Seller and the
Depositor by the Trustee, the Seller will be obligated to repurchase the
Mortgage Loan and to deposit the Repurchase Price into the Collection Account.
Upon such retransfer, the Principal Balance of such Mortgage Loan will be
deducted from the Pool Balance. In lieu of any such repurchase, the Seller may
substitute an Eligible Substitute Mortgage Loan. Any such repurchase or
substitution will be considered a payment in full of such Mortgage Loan. The
obligation of the Seller to accept a transfer of a Defective Mortgage Loan is
the sole remedy regarding any defects in the Mortgage Loans and Related
Documents available to the Owner Trustee or the Holders.

With respect to any Mortgage Loan, the "Repurchase Price" is equal to the
Principal Balance of such Mortgage Loan at the time of any transfer described
above plus accrued and unpaid interest thereon to the date of repurchase.

An "Eligible Substitute Mortgage Loan" is a mortgaged loan substituted by
the Seller for a Defective Mortgage Loan which must, on the date of such
substitution, (i) have an outstanding Principal Balance (or in the case of a
substitution of more than one Mortgage Loan for a Defective Mortgage Loan, an
aggregate Principal Balance), not 5% more or less than the Principal Balance
relating to such Defective Mortgage Loan; (ii) have a Loan Rate not less than
the Loan Rate of the Defective Mortgage Loan and not more than 1% in excess of
the Loan Rate of such Defective Mortgage Loan; (iii) have a Loan Rate based on
the same Index with adjustments to such Loan Rate made on the same Interest Rate
Adjustment Date as that of the Defective Mortgage Loan; (iv) have a Margin that
is not less than the Margin of the Defective Mortgage Loan and not more than 100
basis points higher than the Margin for the Defective Mortgage Loan; (v) have a
mortgage of the same or higher level of priority as the mortgage relating to the
Defective Mortgage Loan; (vi) have a remaining term to maturity not more than
six months earlier and not later than the remaining term to maturity of the
Defective Mortgage Loan; (vii) comply with each representation and warranty as
to the Mortgage Loans set forth in the Purchase Agreement (deemed to be made as

of the date of substitution); and (viii) satisfy certain other conditions
specified in the Purchase Agreement. To the extent the Principal Balance of an
Eligible Substitute Mortgage Loan is less than the Principal Balance of the
related Defective Mortgage Loan, the Seller will be required to make a deposit
to the Collection Account equal to such difference ("Substitution Adjustment
Amounts").

The Seller will make certain representations and warranties as to the
accuracy in all material respects of certain information furnished to the Owner
Trustee with respect to each Mortgage Loan (e.g., Cut-Off Date Principal Balance
and the Loan Rate). In addition, the Seller will represent and warrant, on the
Closing Date, that, among other things: (i) at the time of transfer to the
Depositor, the Seller has transferred or assigned all of its right, title and
interest in each Mortgage Loan and the Related Documents, free of any lien
(subject to certain exceptions); and (ii) each Mortgage Loan was generated under
a Credit Line Agreement that complied, at the time of origination, in all
material respects with applicable state and federal laws. Upon discovery of a
breach of any such representation and warranty which materially and adversely
affects the interests of the Holders in the Related Mortgage Loan and Related
Documents, the Seller will have a period of 60 days after discovery or notice of
the breach to effect a cure. If the breach cannot be cured within the 60-day
period, the Seller will be obligated to repurchase or substitute the Defective
Mortgage Loan from the Trust. The same procedure and limitations that are set
forth above for the repurchase or substitution of Defective Mortgage Loans will
apply to the transfer of a Mortgage Loan that is required to be repurchased or
substituted because of a breach of a representation or warranty in the Purchase
Agreement that materially and adversely affects the interests of the Holders.

Mortgage Loans required to be transferred to the Seller as described in the
preceding paragraphs are referred to as "Defective Mortgage Loans."

DESCRIPTION OF THE SERVICING AGREEMENT

The Servicer shall establish and maintain on behalf of the Owner Trustee an
account (the "Collection Account") for the benefit of the Holders. The
Collection Account will be an Eligible Account (as defined herein). Subject to
the investment provision described in the following paragraphs, upon receipt by
the Servicer of amounts in respect of the Mortgage Loans (excluding amounts
representing administrative charges, annual fees, taxes, assessments, credit
insurance charges, insurance proceeds to be applied to the restoration or repair
of a Mortgaged Property or similar items), the Servicer will deposit such
amounts in the Collection Account. Amounts so deposited may be invested in
Eligible Investments (as described in the Servicing Agree- ment) maturing no
later than one Business Day prior to the date on which the amount on deposit
therein is required to be deposited in the Distribution Account or on such
Distribution Date if approved by the Rating Agencies. Not later than the fifth
Business Day prior to each Distribution Date (the "Determination Date"), the
Servicer will notify the Owner Trustee and the Indenture Trustee of the amount
of such deposit to be included in funds available for the related Distribution
Date.

The Owner Trustee and the Indenture Trustee will establish one or more
accounts (the "Distribution Account") into which will be deposited amounts

withdrawn from the Collection Account for distribution to Holders on a
Distribution Date. The Distribution Account will be an Eligible Account.
Amounts on deposit therein will be invested in Eligible Investments maturing on
or before the Business Day prior to the related Distribution Date.

An "Eligible Account" is an account that is (i) maintained with a
depository institution whose debt obligations at the time of any deposit therein
have the highest short-term debt rating by the Rating Agencies, (ii) one or more
accounts with a depository institution which accounts are fully insured by
either the Savings Association Insurance Fund ("SAIF") or the Bank Insurance
Fund ("BIF") of the Federal Deposit Insurance Corporation established by such
fund with a minimum long-term unsecured debt rating of Baa3, (iii) a segregated
trust account maintained with the Owner Trustee or an Affiliate of the Owner
Trustee in its fiduciary capacity or (iv) otherwise acceptable to each Rating
Agency as evidenced by a letter from each Rating Agency to the Owner Trustee,
without reduction or withdrawal of their then current ratings of the Securities.

Eligible Investments are specified in the Servicing Agreement and are
limited to investments which meet the criteria of the Rating Agencies from time
to time as being consistent with their then current ratings of the Securities.

Allocations and Collections

All collections on the Mortgage Loans will generally be allocated in
accordance with the Credit Line Agreements between amounts collected in respect
of interest and amounts collected in respect of principal. As to any
Distribution Date, "Interest Collections" will be equal to the aggregate of the
amounts collected during the related Collection Period, including Net
Liquidation Proceeds (as defined below), allocated to interest pursuant to the
terms of the Credit Line Agreements.

As to any Distribution Date, "Principal Collections" will be equal to the
sum of (i) the amounts collected during the related Collection Period, including
Net Liquidation Proceeds, and allocated to principal pursuant to the terms of
the Credit Line Agreements and (ii) any Substitution Adjustment Amounts. "Net
Liquidation Proceeds" with respect to a Mortgage Loan are equal to the aggregate
of all amounts received upon liquidation of such Mortgage Loan, including,
without limitation, insurance proceeds, reduced by related expenses, but not
including the portion, if any, of such amount that exceeds the Principal Balance
of the Mortgage Loan at the end of the Collection Period immediately preceding
the Collection Period in which such Mortgage Loan became a Liquidated Mortgage
Loan plus accrued and unpaid interest thereon through the date of liquidation.

With respect to any date, the "Pool Balance" will be equal to the aggregate
of the Principal Balances of all Mortgage Loans as of such date. The Principal
Balance of a Mortgage Loan (other than a Liquidated Mortgage Loan) on any day is
equal to the Cut-Off Date Principal Balance thereof, plus (i) any Additional
Balances in respect of such Mortgage Loan minus (ii) all collections credited
against the Principal Balance of such Mortgage Loan in accordance with the
related Credit Line Agreement prior to such day. The Principal Balance of a
Liquidated Mortgage Loan after final recovery of related Liquidation Proceeds
shall be zero.

Hazard Insurance

The Servicing Agreement provides that the Servicer maintain certain hazard
insurance on the Mortgaged Properties relating to the Mortgage Loans. While the
terms of the related Credit Line Agreements generally require borrowers to
maintain certain hazard insurance, the Servicer will not monitor the maintenance
of such insurance.

The Servicing Agreement requires the Servicer to maintain for any Mortgaged
Property relating to a Mortgage Loan acquired upon foreclosure of a Mortgage
Loan, or by deed in lieu of such foreclosure, hazard insurance with extended
coverage in an amount equal to the lesser of (a) the maximum insurable value of
such Mortgaged Property or (b) the outstanding balance of such Mortgage Loan
plus the outstanding balance on any mortgage loan senior to such Mortgage Loan
at the time of foreclosure or deed in lieu of foreclosure, plus accrued interest
and the Servicer's good faith estimate of the related liquidation expenses to be
incurred in connection therewith. The Servicing Agreement provides that the
Servicer may satisfy its obligation to cause hazard policies to be maintained by
maintaining a blanket policy insuring against losses on such Mortgaged
Properties. If such blanket policy contains a deductible clause, the Servicer
will be obligated to deposit in the Collection Account the sums which would have
been deposited therein but for such clause. The Servicer will initially satisfy
these requirements by maintaining a blanket policy. As set forth above, all
amounts collected by the Servicer (net of any reimbursements to the Servicer)
under any hazard policy (except for amounts to be applied to the restoration or
repair of the Mortgaged Property) will ultimately be deposited in the Collection
Account.

In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements on the property by fire,
lightning, explosion, smoke, windstorm and hail, and the like, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies relating to the Mortgage Loans will be underwritten by
different insurers and therefore will not contain identical terms and
conditions, the basic terms thereof are dictated by state laws and most of such
policies typically do not cover any physical damage resulting from the
following: war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), nuclear reactions, wet or dry rot, vermin, rodents, insects or
domestic animals, theft and, in certain cases vandalism. The foregoing list is
merely indicative of certain kinds of uninsured risks and is not intended to be
all-inclusive or an exact description of the insurance policies relating to the
Mortgaged Properties.

Realization Upon Defaulted Mortgage Loans

The Servicer will foreclose upon or otherwise comparably convert to
ownership Mortgaged Properties securing such of the Mortgage Loans as come into
default when in accordance with applicable servicing procedures under the
Servicing Agreement, no satisfactory arrangements can be made for the collection
of delinquent payments. In connection with such foreclosure or other
conversion, the Servicer will follow such practices as it deems necessary or
advisable and as are in keeping with its general subordinate mortgage servicing
activities, provided the Servicer will not be required to expend its own funds
in connection with foreclosure or other conversion, correction of default on a

related senior mortgage loan or restoration of any property unless, in its sole
judgment, such foreclosure, correction or restoration will increase net
Liquidation Proceeds. The Servicer will be reimbursed out of Liquidation
Proceeds for advances of its own funds as liquidation expenses before any Net
Liquidation Proceeds are distributed to Holders or the Transferor. "Net
Liquidation Proceeds" with respect to a Mortgage Loan is the amount received
upon liquidation of such Mortgage Loan reduced by related expenses, which may
include the amount advanced in respect of a senior mortgage, up to the unpaid
Principal Balance of the Mortgage Loan plus accrued and unpaid interest thereon.

Servicing Compensation and Payment of Expenses

With respect to each Collection Period, other than the first Collection
Period, the Servicer will receive from interest collections in respect of the
Mortgage Loan a portion of such interest collections as a monthly Servicing Fee
in the amount equal to ___% per annum ("Servicing Fee Rate") on the aggregate
Principal Balances of the Mortgage Loans as of the first day of each such
Collection Period. All assumption fees, late payment charges and other fees and
charges, to the extent collected from borrowers, will be retained by the
Servicer as additional servicing compensation.

DESCRIPTION OF THE SECURITIES

General

The Notes will be issued pursuant to the Indenture dated as of ___________,
199_, between the Trust and _______________, as Indenture Trustee. The
Certificates will be issued pursuant to the Trust Agreement dated as of
______________, 199_, among the Depositor, __________, and ______________, as
Owner Trustee. The following summaries describe certain provisions of the
Securities, Indenture and Trust Agreement. The summaries do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
the provisions of the applicable agreement. As used herein, "Agreement" shall
mean either the Trust Agreement or the Indenture, as the context requires.

The Securities will be issued in fully registered, certificated form only.
The Securities will be freely transferrable and exchangeable at the corporate
trust office of the Owner Trustee, with respect to the Certificates or the
Indenture Trustee with respect to the Notes.

Book-Entry Securities

The Securities will be book-entry Securities (the "Book-Entry Securities").

Persons acquiring beneficial ownership interests in the Securities ("Security
Owners") may elect to hold their Securities through the Depository Trust Company
("DTC") in the United States, or CEDEL or Euroclear (in Europe) if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. The Book-Entry Securities will be issued in one
or more certificates which equal the aggregate principal balance of the
Securities and will initially be registered in the name of Cede & Co., the
nominee of DTC. CEDEL and Euroclear will hold omnibus positions on behalf of
their participants through customers' securities accounts in CEDEL's and
Euroclear's names on the books of their respective depositaries which in turn
will hold such positions in customers' securities accounts in the depositaries'
names on the books of DTC. Citibank will act as depositary for CEDEL and Morgan
will act as depositary or Euroclear (in such capacities, individually the
"Relevant Depositary" and collectively the "European Depositaries"). Investors
may hold such beneficial interests in the Book-Entry Securities in minimum
denominations representing Security Principal Balances of $1,000 and in integral
multiples in excess thereof. Except as described below, no person acquiring a
Book-Entry Securities (each, a "beneficial owner") will be entitled to receive a
physical certificate representing such Security (a "Definitive Security").
Unless and until Definitive Securities are issued, it is anticipated that the
only "Holder" of the Securities will be Cede & Co., as nominee of DTC. Security
Owners will not be Holders as that term is used in the Agreement. Security
Owners are only permitted to exercise their rights indirectly through
Participants and DTC.

The beneficial owner's ownership of a Book-Entry Security will be recorded
on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a "Financial Intermediary") that maintains the
beneficial owner's account for such purpose. In turn, the Financial
Intermediary's ownership of such Book-Entry Security will be recorded on the
records of DTC (or of a participating firm that acts as agent for the Financial
Intermediary, whose interest will in turn be recorded on the records of DTC, if
the beneficial owner's Financial Intermediary is not a DTC participant and on
the records of CEDEL or Euroclear, as appropriate).

Security Owners will receive all distributions of principal of, and
interest on, the Securities from the Trustee through DTC and DTC participants.
While the Securities are outstanding (except under the circum- stances described
below), under the rules, regulations and procedures creating and affecting DTC
and its operations (the "Rules"), DTC is required to' make book-entry transfers
among Participants on whose behalf it acts with respect to the Securities and is
required to receive and transmit distributions of principal of, and interest on,
the Securities. Participants and indirect participants with whom Security
Owners have accounts with respect to Securities are similarly required to make
book-entry transfers and receive and transmit such distributions on behalf of
their respective Security Owners. Accordingly, although Security Owners will
not possess certificates, the Rules provide a mechanism by which Security Owners
will receive distributions and will be able to transfer their interest.

Security Owners will not receive or be entitled to receive Securities
representing their respective interests in the Securities, except under the
limited circumstances described below. Unless and until Definitive Securities
are issued, Security Owners who are not Participants may transfer ownership of
Securities only through Participants and indirect participants by instructing

such Participants and indirect participants to transfer Securities, by
book-entry transfer, through DTC for the account of the purchasers of such
Securities, which account is maintained with their respective Participants.
Under the Rules and in accordance with DTC's normal procedures, transfers of
ownership of Securities will be executed through DTC and the accounts of the
respective Participants at DTC will be debited and credited. Similarly, the
Participants and indirect participants will make debits or credits, as the case
may be, on their records on behalf of the selling and purchasing Security
Owners.

Because of time zone differences, credits of securities received in CEDEL
or Euroclear as a result of a transaction with a Participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC settlement date. Such credits or any transactions in such securities
settled during _such processing will be reported to the relevant Euroclear or
CEDEL Participants on such business day. Cash received in CEDEL or Euroclear as
a result of sales of securities by or through a CEDEL Participant (as defined
below) or Euroclear Participant (as defined below) to a DTC Participant will be
received with value on the DTC settlement date but will be available in the
relevant CEDEL or Euroclear cash account only as of the business day following
settlement in DTC. For information with respect to tax documentation procedures
relating to the Securities.

Transfers between Participants will occur in accordance with DTC rules.
Transfers between CEDEL Participants and Euroclear Participants will occur in
accordance with their respective rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through CEDEL
Participants or Euroclear Participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international
clearing system by the Relevant Depositary; however, such cross market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the
Relevant Depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same day funds settlement applicable to
DTC. CEDEL Participants and Euroclear Participants may not deliver instructions
directly to the European Depositaries.

DTC which is a New York-chartered limited purpose trust company, performs
services for its participants, some of which (and/or their representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record the
positions held by each DTC participant in the Book-Entry Securities, whether
held for its own account or as a nominee for another person. In general,
beneficial ownership of Book-Entry Securities will be subject to the rules,
regulations and procedures governing DTC and DTC participants as in effect from
time to time.

CEDEL is incorporated under the laws of Luxembourg as a professional
depository. CEDEL holds securities for its participating organizations ("CEDEL

Participants") and facilitates the clearance and settlement of securities
transactions between CEDEL Participants through electronic book-entry changes
in accounts of CEDEL Participants, thereby eliminating the need for physical
movement of certificates. Transactions may be settled in CEDEL in any of 28
currencies, including United States dollars. CEDEL provides to its CEDEL
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. CEDEL interfaces with domestic markets in several
countries. As a professional depository, CEDEL is subject to regulation by the
Luxembourg Monetary Institute. CEDEL participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, checkering corporations and certain other
organizations. Indirect access to CEDEL is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a CEDEL Participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of
Euroclear ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled in any of 27 currencies, including
United States dollars. Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic markets in
several countries generally similar to the arrangements for cross-market
transfers with DTC described above. Euroclear is operated by the Brussels,
Belgium office of Morgan Guaranty Trust Company of New York (the "Euroclear
Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian
co-operative corporation (the "Cooperative"). All operations are conducted by
the Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on behalf of
Euroclear Participants. Euroclear Participants include banks (including
central banks), securities brokers and dealers and other professional financial
intermediaries. Indirect access to Euroclear is also available to other firms
that clear through or maintain a custodial relationship with a Euroclear
Participant, either directly or indirectly.

The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission. Securities clearance accounts and cash accounts with the
Euroclear Operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System and
applicable Belgian law (collectively, the "Terms and Conditions"). The Terms
and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held
on a fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear Participants, and has no record of or
relationship with persons holding through Euroclear Participants.

Distributions on the Book-Entry Securities will be made on each
Distribution Date by the Trustee to DTC. DTC will be responsible for crediting
the amount of such payments to the accounts of the applicable DTC participants
in accordance with DTC's normal procedures. Each DTC participant will be
responsible for disbursing such payments to the beneficial owners of the
Book-Entry Securities that it represents and to each Financial Intermediary for
which it acts as agent. Each such Financial Intermediary will be responsible
for disbursing funds to the beneficial owners of the Book-Entry Securities that
it represents.

Under a book-entry format, beneficial owners of the Book-Entry Securities
may experience some delay in their receipt of payments, since such payments
will be forwarded by the Trustee to Cede. Distributions with respect to
Securities held through CEDEL or Euroclear will bc credited to the cash
accounts of CEDEL Participants or Euroclear Participants in accordance with the
relevant system's rules and procedures, to the extent received by the Relevant
Depositary. Such distributions will be subject to tax reporting in accordance
with relevant United States tax laws and regulations. Because DTC can only act
on behalf of Financial Intermediaries, the ability of a beneficial owner to
pledge Book-Entry Securities to persons or entities that do not participate in
the Depository system, or otherwise take actions in respect of such Book Entry
Securities, may be limited due to the lack of physical certificates for such
Book-Entry Securities. In addition, issuance of the Book-Entry Securities in
book-entry form may reduce the liquidity of such Certificates in the secondary
market since certain potential investors may be unwilling to purchase
Securities for which they cannot obtain physical certificates.

Monthly and annual reports on the Trust provided by the Servicer to CEDE,
as nominee of DTC, may be made available to beneficial owners upon request, in
accordance with the rules, regulations and procedures creating and affecting
the Depository, and to the Financial Intermediaries to whose DTC accounts the
Book Entry Securities of such beneficial owners are credited.

DTC has advised the Transferor and the Trustee that, unless and until
Definitive Securities are issued, SDTC will take any action permitted to be
taken by the holders of the Book-Entry Securities under the Agreement only at
the direction of one or more Financial Intermediaries to whose DTC accounts the
Book-Entry Securities are credited, to the extent that such actions are taken
on behalf of Financial Intermediaries whose holdings include such Book-Entry
Securities. CEDEL or the Euroclear Operator, as the case may be, will take any
other action permitted to be taken by Holder under the Agreement on behalf of a
CEDEL Participant or Euroclear Participant only in accordance with its relevant
rules and procedures and subject to the ability of the Relevant Depositary to
effect such actions on its behalf through DTC. DTC may take actions, at the
direction of the related Participants, with respect to some Securities which
conflict with actions taken with respect to other Securities.

Definitive Securities will be issued to beneficial owners of the
Book-Entry Securities, or their nominees, rather than to DTC, only if (a) DTC
or the Transferor advises the Trustee in writing that DTC is no longer willing,
qualified or able to discharge properly its responsibilities as nominee and
depository with respect to the Book-Entry Securities and the Transferor or the
Trustee is unable to locate a qualified successor, (b) the Transferor, at its
sole option, elects to terminate a book-entry system through DTC or (c) after

the occurrence of an Event of Servicing Termination (as deemed herein),
beneficial owners having Percentage Interests aggregating not less than 51% of
the Certificate Principal Balance of the Book-Entry Securities advise the
Trustee and DTC through the Financial Intermediaries and the DTC participants
in writing that the continuation of a book-entry system through DTC (or a
successor thereto) is no longer in the best interests of beneficial owners.

Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee will be required to notify all beneficial
owners of the occurrence of such event and the availability through DTC of
Definitive Securities. Upon surrender by DTC of the global certificate or
certificates representing the Book Entry Securities and instructions for
re-registration, the Trustee will issue Definitive Securities, and thereafter
the Trustee will recognize the holders of such Definitive Securities as Holders
under the Trust Agreement.

Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of Securities among participants of DTC, CEDEL
and Euroclear, they are under no obligation to perform or continue to perform
such procedures and such procedures may be discontinued at any time.

Distributions

On each Distribution Date, collections on the Mortgage Loans will be
applied in the following order of priority:

(i) to the Servicer, the Servicing Fee;

(ii) as payment for the accrued interest due and any overdue
accrued interest (with interest thereon) on the respective Security
Balance of the Notes and the Certificates;

(iii) as principal on the Securities, the excess of Principal
Collections over Additional Balances created during the preceding
Collection Period, such amount to be allocated between the Notes
and Certificates pro rata, based on their respective Security Balances;

(iv) as principal on the Securities, as payment for any
Liquidation Loss Amounts on the Mortgage Loans;

(v) as payment for the premium for the Policy;

(vi) to reimburse prior draws made on the Policy; and

(vii) any remaining amounts to the Depositor.

As to any Distribution Date, the "Collection Period" is the calendar month
preceding the month of such Distribution Date.

"Liquidation Loss Amount" means with respect to any Liquidated Mortgage
Loan, the unrecovered Principal Balance thereof at the end of the Collection
Period in which such Mortgage Loan became a Liquidated Mortgage Loan after
giving effect to the Net Liquidation Proceeds in connection therewith.

Interest

Note Rate. Interest will accrue on the unpaid Principal Balance of the
Notes at the per annum rate (the "Note Rate") equal to __% per annum from the
Closing Date to the first Distribution Date and thereafter interest will accrue
on the Notes from and including the preceding Distribution Date to but
excluding such current Distribution Date (each, an "Interest Accrual Period")
at [a floating rate equal to LIBOR (as defined herein) plus __%] [__%].
[Interest will be calculated on the basis of the actual number of days in each
Interest Accrual Period by 360.] A failure to pay interest on any Notes on any
Distribution Date that continues for five days constitutes an Event of Default
under the Indenture.

Pass-Through Rate. Interest will accrue on the unpaid Principal Balance
of the Certificates at the per annum rate (the "Pass-Through Rate") equal to
__% per annum from the Closing Date to the first Distribution Date and
thereafter interest will accrue on the Certificates for each Interest Accrual
Period at [a floating rate equal to LIBOR (as defined herein) plus __%] [__%].
[Interest will be calculated on the basis of the actual number of days in each
Interest Accrual Period divided by 360.] A failure to pay interest on any
Certificates on any Distribution Date that continues for five days constitutes
an Event of Default under the Trust Agreement.

Optional Termination

The Trust will terminate on the Distribution Date following the earlier of
(i) _________________________ and (ii) the final payment or other liquidation
of the last Mortgage Loan and Private Security in the Trust. The Mortgage
Loans will be subject to optional repurchase by the Servicer on any
Distribution Date after the Principal Balance is reduced to an amount less than
or equal to $ ([5]% of the initial Principal Balance). The repurchase
price will be equal to the sum of the outstanding Principal Balance and accrued
and unpaid interest thereon at the weighted average of the Loan Rates through
the day preceding the final Distribution Date.

THE DEPOSITOR

Lehman ABS Corporation (the "Depositor") was incorporated in the State of
Delaware on January 29, 1988. As of January 4, 1993, the Depositor is a wholly
owned, special purpose subsidiary of Lehman Commercial Paper Inc. ("LCPI"),
which is itself a wholly owned subsidiary of Lehman Brothers Inc. ("Lehman
Brothers"), which is a wholly owned subsidiary of Lehman Brothers Holdings Inc.
("Holdings"). None of Lehman Brothers, LCPI, Holdings or the Depositor, nor
any affiliate of the foregoing, has guaranteed or is otherwise obligated with
respect to the Securities. The principal executive offices of the Depositor
are located at 200 Vesey Street, Three World Financial Center, New York, New
York 10285 (Telephone: (212) 526-7000). See "The Depositor" in the Prospectus.

THE INDENTURE

The following summary describes certain terms of the Indenture. The
summary does not purport to be complete and is subject to, and qualified in its

entirety by reference to, the provisions of the Indenture. Whenever particular
sections or defined terms of the Indenture are referred to, such sections or
defined terms are thereby incorporated herein by reference. See "Description
of the Notes" herein for a summary of certain additional terms of the
Indenture.

Reports to Noteholders

The Indenture Trustee will mail to each Noteholder, at such Noteholder's
request, at its address listed on the Note Register maintained with the
Indenture Trustee a report setting forth certain amounts relating to the Notes.

Events of Default; Rights Upon Event of Default

With respect to the Notes, "Events of Default" under the Indenture will
consist of: (i) a default for five days or more in the payment of any interest
on any Note; (ii) a default in the payment of the principal of or any
installment of the principal of any Note when the same becomes due and payable;
(iii) a default in the observance or performance of any covenant or agreement
of the Trust made in the Indenture and the continuation of any such default for
a period of 30 days after notice thereof is given to the Trust by the Indenture
Trustee or to the Trust and the Indenture Trustee by the holders of at least
25% in principal amount of the Notes then outstanding; (iv) any representation
or warranty made by the Trust in the Indenture or in any certificate delivered
pursuant thereto or in connection therewith having been incorrect in a material
respect as of the time made, and such breach not having been cured within 30
days after notice thereof is given to the Trust by the Indenture Trustee or to
the Trust and the Indenture Trustee by the holders of at least 25% in principal
amount of Notes then outstanding; or (v) certain events of bankruptcy,
insolvency, receivership or liquidation of the Trust. [The amount of principal
required to be paid to Noteholders under the Indenture will generally be
limited to amounts available to be deposited in the Collection Account.
Therefore, the failure to pay principal on the Notes generally will not result
in the occurrence of an Event of Default until the final scheduled Distribution
Date for such Notes.] If there is an Event of Default with respect to a Note
due to late payment or nonpayment of interest due on a Note, additional
interest will accrue on such unpaid interest at the interest rate on the Note
(to the extent lawful) until such interest is paid. Such additional interest
on unpaid interest shall be due at the time such interest is paid. If there is
an Event of Default due to late payment or nonpayment of principal on a Note,
interest will continue to accrue on such principal at the interest rate on the
Note until such principal is paid. If an Event of Default should occur and be
continuing with respect to the Notes, the Indenture Trustee or holders of a
majority in principal amount of Notes then outstanding may declare the
principal of such Notes to be immediately due and payable. Such declaration
may, under certain circumstances, be rescinded by the holders of a majority in
principal amount of the Notes then outstanding. If the Notes are due and
payable following an Event of Default with respect thereto, the Indenture
Trustee may institute proceedings to collect amounts due or foreclose on Trust
property or exercise remedies as a secured party. If an Event of Default
occurs and is continuing with respect to the Notes, the Indenture Trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the holders of the Notes, if
the Indenture Trustee reasonably believes it will not be adequately indemnified

against the costs, expenses and liabilities which might be incurred by it in
complying with such request. Subject to the provisions for indemnification and
certain limitations contained in the Indenture, the holders of a majority in
principal amount of the outstanding Notes will have the right to direct the
time, method and place of conducting any proceeding or any remedy available to
the Indenture Trustee, and the holders of a majority in principal amount of the
Notes then outstanding may, in certain cases, waive any default with respect
thereto, except a default in the payment of principal or interest or a default
in respect of a covenant or provision of the Indenture that cannot be modified
without the waiver or consent of all the holders of the outstanding Notes. No
holder of a Note will have the right to institute any proceeding with respect
to the Indenture, unless (i) such holder previously has given the Indenture
Trustee written notice of a continuing Event of Default, (ii) the holders of
not less than 25% in principal amount of the outstanding Notes have made
written request to the Indenture Trustee to institute such proceeding in its
own name as Indenture Trustee, (iii) such holder or holders have offered the
Indenture Trustee reasonable indemnity, (iv) the Indenture Trustee has for 60
days failed to institute such proceeding and (v) no direction inconsistent with
such written request has been given to the Indenture Trustee during the 60-day
period by the holders of a majority in principal amount of the Notes. In
addition, the Indenture Trustee and the Noteholders, by accepting the Notes,
will covenant that they will not at any time institute against the Trust any
bankruptcy, reorganization or other proceeding under any federal or state
bankruptcy or similar law. With respect to the Trust, neither the Indenture
Trustee nor the Owner Trustee in its individual capacity, nor any holder of a
Certificate representing an ownership interest in the Trust nor any of their
respective owners, beneficiaries, agents, officers, directors, employees,
affiliates, successors or assigns will, in the absence of an express agreement
to the contrary, be personally liable for the payment of the principal of or
interest on the Notes or for the agreements of the Trust contained in the
Indenture.

Certain Covenants

The Indenture will provide that the Trust may not consolidate with or
merge into any other entity, unless (i) the entity formed by or surviving such
consolidation or merger is organized under the laws of the United States, any
state or the District of Columbia, (ii) such entity expressly assumes the
Trust's obligation to make due and punctual payments upon the Notes and the
performance or observance of any agreement and covenant of the Trust under the
Indenture, (iii) no Event of Default shall have occurred and be continuing
immediately after such merger or consolidation, (iv) the Trust has been advised
that the ratings of the Securities then in effect would not be reduced or
withdrawn by any Rating Agency as a result of such merger or consolidation and
(v) the Trust has received an opinion of counsel to the effect that such
consolidation or merger would have no material adverse tax consequence to the
Trust or to any Noteholder or Certificateholder. The Trust will not, among
other things, (i) except as expressly permitted by the Indenture, sell,
transfer, exchange or otherwise dispose of any of the assets of the Trust, (ii)
claim any credit on or make any deduction from the principal and interest
payable in respect of the Notes (other than amounts withheld under the Code or
applicable state law) or assert any claim against any present or former holder
of Notes because of the payment of taxes levied or assessed upon the Trust,
(iii) dissolve or liquidate in whole or in part, (iv) permit the validity or

effectiveness of the Indenture to be impaired or permit any person to be
released from any covenants or obligations with respect to the Notes under the
Indenture except as may be expressly permitted thereby or (v) permit any lien,
charge excise, claim, security interest, mortgage or other encumbrance to be
created on or extent to or otherwise arise upon or burden the assets of the
Trust or any part thereof, or any interest therein or the proceeds thereof.
The Trust may not engage in any activity other than as specified under "The
Trust" herein. The Trust will not incur, assume or guarantee any indebtedness
other than indebtedness incurred pursuant to the Notes and the Indenture.

Annual Compliance Statement

The Trust will be required to file annually with the Indenture Trustee a
written statement as to the fulfillment of its obligations under the Indenture.

Indenture Trustee's Annual Report

The Indenture Trustee will be required to mail each year to all
Noteholders a report relating to any change in its eligibility and
qualification to continue as Indenture Trustee under the Indenture, any amounts
advanced by it under the Indenture, the amount, interest rate and maturity date
of any indebtedness owing by the Trust to the Indenture Trustee in its
individual capacity, any change in the property and funds physically held by
the Indenture Trustee as such and any action taken by it that materially
affects the Notes and that has not been previously reported, but if no such
changes have occurred, then no report shall be required.

Satisfaction and Discharge of Indenture

The Indenture will be discharged with respect to the collateral securing
the Notes upon the delivery to the Indenture Trustee for cancellation of all
the Notes or, with certain limitations, upon deposit with the Indenture Trustee
of funds sufficient for the payment in full of all the Notes.

Modification of Indenture

With the consent of the holders of a majority of the outstanding Notes,
the Trust and the Indenture Trustee may execute a supplemental indenture to add
provisions to, change in any manner or eliminate any provisions of, the
Indenture, or modify (except as provided below) in any manner the rights of the
Noteholders. Without the consent of the holder of each outstanding Note
affected thereby, however, no supplemental indenture will: (i) change the due
date of any installment of principal of or interest on any Note or reduce the
principal amount thereof, the interest rate specified thereon or the redemption
price with respect thereto or change any place of payment where or the coin or
currency in which any Note or any interest thereon is payable; (ii) impair the
right to institute suit for the enforcement of certain provisions of the
Indenture regarding payment; (iii) reduce the percentage of the aggregate
amount of the outstanding Notes, the consent of the holders of which is
required for any supplemental indenture or the consent of the holders of which
is required for any waiver of compliance with certain provisions of the
Indenture or of certain defaults thereunder and their consequences as provided
for in the Indenture; (iv) modify or alter the provisions of the Indenture
regarding the voting of Notes held by the Trust, the Depositor or an affiliate

of any of them; (v) decrease the percentage of the aggregate principal amount
of Notes required to amend the sections of the Indenture which specify the
applicable percentage of aggregate principal amount of the Notes necessary to
amend the Indenture or certain other related agreements; or (vi) permit the
creation of any lien ranking prior to or on a parity with the lien of the
Indenture with respect to any of the collateral for the Notes or, except as
otherwise permitted or contemplated in the Indenture, terminate the lien of the
Indenture on any such collateral or deprive the holder of any Note of the
security afforded by the lien of the Indenture. The Trust and the Indenture
Trustee may also enter into supplemental indentures, without obtaining the
consent of the Noteholders, for the purpose of, among other things, adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the Noteholders;
provided that such action will not materially and adversely affect the interest
of any Noteholder.

Voting Rights

At all times, the voting rights of Noteholders under the Indenture will be
allocated among the Notes pro rata in accordance with their outstanding
principal balances.

Certain Matters Regarding the Indenture Trustee and the Depositor

Neither the Depositor, the Indenture Trustee nor any director, officer or
employee of the Depositor or the Indenture Trustee will be under any liability
to the Trust or the related Noteholders for any action taken or for refraining
from the taking of any action in good faith pursuant to the Indenture or for
errors in judgment; provided, however, that none of the Indenture Trustee, the
Depositor and any director, officer or employee thereof will be protected
against any liability which would otherwise be imposed by reason of willful
malfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties under the Indenture. Subject
to certain limitations set forth in the Indenture, the Indenture Trustee and
any director, officer, employee or agent of the Indenture Trustee shall be
indemnified by the Trust and held harmless against any loss, liability or
expense incurred in connection with investigating, preparing to defend or
defending any legal action, commenced or threatened, relating to the Indenture
other than any loss, liability or expense incurred by reason of willful
malfeasance, bad faith or gross negligence in the performance of its duties
under such Indenture or by reason of reckless disregard of its obligations and
duties under the Indenture. Any such indemnification by the Trust will reduce
the amount distributable to the Noteholders. All persons into which the
Indenture Trustee may be merged or with which it may be consolidated or any
person resulting from such merger or consolidation shall be the successor of
the Indenture Trustee under each Indenture.

THE TRUST AGREEMENT

The following summary describes certain terms of the Trust Agreement. The
summary does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the provisions of the Trust Agreement. Whenever
particular sections or defined terms of the Trust Agreement are referred to,

such sections or defined terms are thereby incorporated herein by reference.
See "Description of the Securities" herein for a summary of certain additional
terms of the Trust Agreement.

Reports to Holders

Concurrently with each distribution to the Holders of the Certificates,
the Servicer will forward to the Owner Trustee for mailing to such Holder a
statement setting forth other items:

(i) the amount of interest included in such distribution and the
related Certificate Rate;

(ii) the amount, if any, of overdue accrued interest included in
such distribution (and the amount of interest thereon);

(iii) the amount, if any, of the remaining overdue accrued
interest after giving effect to such distribution;

(iv) the amount, if any, of principal included in such
distribution;

(v) the amount, if any, of the reimbursement of previous
Liquidation Loss Amounts included in such distribution;

(vi) the amount, if any, of the aggregate unreimbursed
Liquidation Loss Amounts after giving effect to such distribution;

(vii) the Servicing Fee for such Distribution Date;

(viii) the Pool Balance as of the end of the preceding
Collection Period;

(ix) the number and aggregate Principal Balances of the Mortgage
Loans as to which the minimum monthly payment is delinquent for 30-59 days,
60-89 days and 90 or more days, respectively, as of the end of the
preceding Collection Period; and

(x) the book value of any real estate which is acquired by the
Trust through foreclosure or grant of deed in lieu of foreclosure.

In the case of information furnished pursuant to clauses (iii), (iv) and
(v) above, the amounts shall be expressed as a dollar amount per Security with
a $1,000 denomination.

Within 60 days after the end of each calendar year, the Servicer will be
required to forward to the Trustee a statement containing the information set
forth in clauses (iii) and (viii) above aggregated for such calendar year.

Amendment

The Trust Agreement may be amended by the Depositor and the Owner Trustee,
without consent of the Holders, to cure any ambiguity, to correct or supplement
any provision or for the purpose of adding any provisions to or changing in any

manner or eliminating any of the provisions thereof or of modifying in any
manner the rights of such Holders; provided, however, that such action will
not, as evidenced by an opinion of counsel satisfactory to the Owner Trustee,
adversely affect in any material respect the interests of any Holders. The
Trust Agreement may also be amended by the Depositor and the Owner Trustee with
the consent of the holders of Notes evidencing at least a majority in principal
amount of then outstanding Notes and Holders owning Voting Interests (as herein
defined) aggregating not less than a majority of the aggregate Voting Interests
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Trust Agreement or modifying in any
manner the rights of the Holders.

Insolvency Event

"Insolvency Event" means, with respect to any Person, any of the following
events or actions; certain events of insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings with respect to
such Person and certain actions by such Person indicating its insolvency,
reorganization pursuant to bankruptcy proceedings or inability to pay its
obligations. Upon termination of the Trust, the Owner Trustee shall direct the
Indenture Trustee promptly to sell the assets of the Trust (other than the
Collection Account) in a commercially reasonable manner and on commercially
reasonable terms. The proceeds from any such sale, disposition or liquidation
of the Mortgage Loans will be treated as collections on the Mortgage Loans and
deposited in the Collection Account. The Trust Agreement will provide that the
Owner Trustee does not have the power to commence a voluntary proceeding in
bankruptcy with respect to the Trust without the unanimous prior approval of
all Holders (including the Depositor) of the Trust and the delivery to the
Owner Trustee by each Holder (including the Depositor) of a certificate
certifying that the Holder reasonably believes that the Trust is insolvent.

Liability of the Depositor

Under the Trust Agreement, the Depositor will agree to be liable directly
to an injured party for the entire amount of any losses, claims, damages or
liabilities (other than those incurred by a Noteholder or a Holder in the
capacity of an investor with respect to the Trust) arising out of or based on
the arrangement created by the Trust Agreement.

Voting Interests

As of any date, the aggregate principal balance of all Certificates
outstanding will constitute the voting interest of the Issuer (the "Voting
Interests"), except that, for purposes of determining Voting Interests,
Certificates owned by the Issuer or its affiliates (other than the Depositor)
will be disregarded and deemed not to be outstanding, and except that, in
determining whether the Owner Trustee is protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Certificates that the Owner Trustee knows to be so owned will be so
disregarded. Certificates so owned that have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Owner Trustee the pledgor's right so to act with respect to such Certificates
and that the pledgee is not the Issuer or its affiliates.

Certain Matters Regarding the Owner Trustee and the Depositor

Neither the Depositor, the Owner Trustee nor any director, officer or
employee of the Depositor or the Owner Trustee will be under any liability to
the Trust or the related Holders for any action taken or for refraining from
the taking of any action in good faith pursuant to the Trust Agreement or for
errors in judgment; provided, however, that none of the Owner Trustee, the
Depositor and any director, officer or employee thereof will be protected
against any liability which would otherwise be imposed by reason of willful
malfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties under the Trust Agreement.
Subject to certain limitations set forth in the Trust Agreement, the Owner
Trustee and any director, officer, employee or agent of the Owner Trustee shall
be indemnified by the Trust and held harmless against any loss, liability or
expense incurred in connection with investigating, preparing to defend or
defending any legal action, commenced or threatened, relating to the Trust
Agreement other than any loss, liability or expense incurred by reason of
willful malfeasance, bad faith or gross negligence in the performance of its
duties under such Trust Agreement or by reason of reckless disregard of its
obligations and duties under the Trust Agreement. Any such indemnification by
the Trust will reduce the amount distributable to the Holders. All persons
into which the Owner Trustee may be merged or with which it may be consolidated
or any person resulting from such merger or consolidation shall be the
successor of the Owner Trustee under each Trust Agreement.

ADMINISTRATION AGREEMENT

The _________________, in its capacity as Administrator, will enter into
the Administration Agreement with the Trust and the Owner Trustee pursuant to
which the Administrator will agree, to the extent provided in such
Administration Agreement, to provide notices and perform other administrative
obligations required by the Indenture and the Trust Agreement.

THE INDENTURE TRUSTEE

[ ] is the Indenture Trustee under the Indenture. The mailing address
of the Indenture Trustee is [ ], Attention: Corporate Trust Department.

THE OWNER TRUSTEE

[ ] is the Owner Trustee under the Trust Agreement. The mailing address
of the Owner Trustee is [ ], Attention: Corporate Trust Administration.

USE OF PROCEEDS

The net proceeds from the sale of the Securities, which are expected to be
$_________________, will be applied by the Depositor on the Closing Date
towards the purchase price of the Mortgage Loans, the payment of expenses
related to such sale and the purchase of the Mortgage Loans and other corporate
purposes.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

On January 27, 1994, the Internal Revenue Service issued final regulations
("final OID regulations") relating to original issue discount ("OID"). The
discussion under "Certain Federal Income Tax Consequences ___ Taxation of Debt
Securities" in the Prospectus applies with respect to the final OID
regulations.

Prospective purchasers should see "Certain Federal Income Tax
Consequences" in the Prospectus for a discussion of the application of certain
federal income and state tax laws to the Trust Fund and the Securities.

STATE TAX CONSEQUENCES

In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences" herein, potential investors should consider
the state income tax consequences of the acquisition, ownership, and
disposition of the Securities offered hereunder. State income tax law may
differ substantially from the corresponding federal tax law, and this
discussion does not purport to describe any aspect of the income tax laws of
any state. Therefore, potential investors should consult their own tax
advisors with respect to the various tax consequences of investments in the
Securities offered hereunder.

ERISA CONSIDERATIONS

General

The Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and Section 4975 of the Code impose certain restrictions on employee benefit
plans subject to ERISA or plans or arrangements subject to Section 4975 of the
Code ("Plans") and on persons who are parties in interest or disqualified
persons ("parties in interest") with respect to such Plans. Certain employee
benefit plans, such as governmental plans and church plans (if no election has
been made under section 410(d) of the Code), are not subject to the
restrictions of ERISA, and assets of such plans may be invested in the
Securities without regard to the ERISA considerations described below, subject
to other applicable federal and state law. However, any such governmental or
church plan which is qualified under section 401(a) of the Code and exempt from
taxation under section 501(a) of the Code is subject to the prohibited
transaction rules set forth in section 503 of the Code. Any Plan fiduciary
which proposes to cause a Plan to acquire any of the Securities should consult
with its counsel with respect to the potential consequences under ERISA, and
the Code, of the Plan's acquisition and ownership of the Securities. See
"ERISA Considerations" in the Prospectus. Investments by Plans are also
subject to ERISA's general fiduciary requirements, including the requirement of
investment prudence and diversification and the requirement that a Plan's
investments be made in accordance with the documents governing the Plan.

Prohibited Transactions

General

Section 406 of ERISA prohibits parties in interest with respect to a Plan
from engaging in certain transactions (including loans) involving a Plan and
its assets unless a statutory or administrative exemption applies to the
transaction. Section 4975 of the Code imposes certain excise taxes (or, in
some cases, a civil penalty may be assessed pursuant to section 502(i) of
ERISA) on parties in interest which engage in non-exempt prohibited
transactions.

Plan Asset Regulation

The United States Department of Labor ("Labor") has issued final
regulations concerning the definition of what constitutes the assets of a Plan
for purposes of ERISA and the prohibited transaction provisions of the Code
(the "Plan Asset Regulation"). The Plan Asset Regulation describes the
circumstances under which the assets of an entity in which a Plan invests will
be considered to be "plan assets" such that any person who exercises control
over such assets would be subject to ERISA's fiduciary standards. Under the
Plan Asset Regulation, generally when a Plan invests in another entity, the
Plan's assets do not include, solely by reason of such investment, any of the
underlying assets of the entity. However, the Plan Asset Regulation provides
that, if a Plan acquires an "equity interest" in an entity that is neither a
"publicly-offered security" (as defined therein) nor a security issued by an
investment company registered under the Investment Company Act of 1940, the
assets of the entity will be treated as assets of the Plan investor unless
certain exceptions apply. If the [Notes/Certificates] were deemed to be equity
interests and no statutory, regulatory or administrative exemption applies, the
Trust could be considered to hold plan assets by reason of a Plan's investment
in the Notes. Such plan assets would include an undivided interest in any
assets held by the Trust. In such an event, the Trustee and other persons, in
providing services with respect to the Trust's assets, may be parties in
interest with respect to such Plans, subject to the fiduciary responsibility
provisions of Title I of ERISA, including the prohibited transaction provisions
of Section 406 of ERISA, and Section 4975 of the Code with respect to
transactions involving the Trust's assets. [Under the Plan Asset Regulation,
the term "equity interest" is defined as any interest in an entity other than
an instrument that is treated as indebtedness under "applicable local law" and
which has no 'substantial equity features." Although the Plan Assets Regulation
is silent with respect to the question of which law constitutes "applicable
local law" for this purpose, Labor has stated that these determinations should
be made under the state law governing interpretation of the instrument in
question. In the preamble to the Plan Assets Regulation, Labor declined to
provide a precise definition of what features are equity features or the
circumstances under which such features would be considered 'substantial,"
noting that the question of whether a plan's interest has substantial equity
features is an inherently factual one, but that in making a determination it
would be appropriate to take into account whether the equity features are such
that a Plan's investment would be a practical vehicle for the indirect
provision of investment management services. Brown & Wood LLP ("ERISA Counsel")
has rendered its opinion that the Notes will be classified as indebtedness
without substantial equity features for ERISA purposes. ERISA Counsel's
opinion is based upon the terms of the Notes, the opinion of Tax Counsel that

the Notes will be classified as debt instruments for federal income tax
purposes and the ratings which have been assigned to the Notes. However, if
contrary to ERISA Counsel's opinion the Notes are deemed to be equity interests
in the Trust and no statutory, regulatory or administrative exemption applies,
the Trust could be considered to hold plan assets by reason of a Plan's
investment in the Notes.]

The Underwriter's Exemption

Labor has granted to Lehman Brothers Inc. (the "Underwriter") an
administrative exemption (Prohibited Transaction Exemption 91-14 (the
"Exemption")) which exempts from the application of the prohibited transaction
rules of ERISA and the related excise tax provisions of Section 4975 of the
Code transactions relating to: (i) the acquisition, sale and holding by Plans
of certificates representing an undivided interest in certain asset-backed
pass-through trusts with respect to which the Underwriter or any of its
affiliates is the sole underwriter or the manager or co-manager of the
underwriting syndicate; and (ii) the servicing, operation and management of
such asset-backed pass-through trusts, provided that the general conditions and
certain other conditions set forth in the Exemption are satisfied. The
Exemption will apply to the acquisition, holding and resale of the
[Notes/Certificates] by a Plan provided that certain conditions (some of which
are described below) are met.

Among the conditions that must be satisfied for the Exemption to apply are
the following:

(1) the acquisition of the [Notes/Certificates] by a Plan is
on terms (including the price for the [Notes/Certificates]) that are
at least as favorable to the Plan as they would be in an arm's
length transaction with an unrelated party;

(2) the rights and interest evidenced by the
[Notes/Certificates] acquired by the Plan are not subordinated to the
rights and interests evidenced by other [Notes/Certificates] of
the trust;

(3) the [Notes/Certificates] acquired by the Plan have
received a rating at the time of such acquisition that is one of the
three highest generic rating categories from either Standard & Poor's
Corporation, Moody's Investors Service, Inc, Duff & Phelps Inc. or
Fitch Investors Service, Inc.;

(4) the trustee must not be an affiliate of the Underwriter,
the Trustee, any Servicer, any obligor with respect to assets held in
the Trust Fund constituting more than five percent of the aggregate
unamortized principal balance of the assets in the Trust;

(5) the sum of all payments made to and retained by the
Underwriters in connection with the distribution of the
[Notes/Certificates] represents not more than reasonable compensation
for underwriting the [Notes/Certificates]; the sum of all payments made
to and retain by the Issuer pursuant to the assignment of the Mortgage
Loans to the Trust Fund represents not more than the fair market value

of such Mortgage Loans; the sum of all payments made to and retained
by the servicer represents not more than reasonable compensation
for such person's services under a pooling and servicing agreement
and reimbursements of such person's reasonable expenses in connection
therewith; and

(6) the Plan investing in the [Notes/Certificates] is an
"accredited investor" as defined in Rule 501(a)(1) of Regulation D of
the Securities and Exchange Commission under the Securities Act of 1933.

The Underwriter believes that the Exemption will apply to the acquisition
and holding of the [Notes/Certificates] by Plans and that all conditions of the
Exemption other than those within the control of the investors will be met.

Review by Plan Fiduciaries

Any Plan fiduciary considering whether to purchase any
[Notes/Certificates] on behalf of a Plan should consult with its counsel
regarding the applicability of the fiduciary responsibility and prohibited
transaction provisions of ERISA and the Code to such investment. Among other
things, before purchasing any [Notes/Certificates], a fiduciary of a Plan
should make its own determination as to whether the Trust, as obligor on the
[Notes/Certificates], is a party in interest with respect to the Plan, the
availability of the exemptive relief provided in the Plan Asset Regulations and
the availability of any other prohibited transaction exemptions. In
particular, purchasers that are insurance companies should consult with their
counsel with respect to the recent United States Supreme Court case, John
Hancock Mutual Life Insurance Co. v. Harris Bank and Trust (decided December
13, 1993). In John Hancock, the Supreme Court ruled that assets held in an
insurance company's general account may be deemed to be "plan assets" for ERISA
purposes under certain circumstances. Purchasers should analyze whether the
decision may have an impact with respect to purchases of the
[Notes/Certificates].

LEGAL INVESTMENT CONSIDERATIONS

The appropriate characterization of the Securities under various legal
investment restrictions, and thus the ability of investors subject to these
restrictions to purchase Securities, may be subject to significant interpretive
uncertainties. All investors whose investment authority is subject to legal
restrictions should consult their own legal advisors to determine whether, and
to what extent, the Securities will constitute legal investments for them. The
Depositor makes no representation as to the proper characterization of the
Securities for legal investment or financial institution regulatory purposes,
or as to the ability of particular investors to purchase Securities under
applicable legal investment restrictions. The uncertainties described above
(and any unfavorable future determinations concerning legal investment or
financial institution regulatory characteristics of the Securities) may
adversely affect the liquidity of the Securities.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, the Depositor has agreed to sell to Lehman Brothers Inc. (the
"Underwriter"), and the Underwriter has agreed to purchase from the Depositor,
the Securities. The Underwriter is obligated to purchase all the Securities
offered hereby if any are purchased. The Depositor has been advised by the
Underwriter that it presently intends to make a market in the Securities
offered hereby; however, it is not obligated to do so, any market-making may be
discontinued at any time, and there can be no assurance that an active public
market for the Securities will develop. Distribution of the Securities will be
made by the Underwriter from time to time in negotiated transactions or
otherwise at varying prices to be determined at the time of sale. Proceeds to
the Depositor are expected to be $________________ from the sale of the Notes
and $___________ from the sale of the Certificates, before deducting expenses
payable by the Depositor of $_________. In connection with the purchase and
sale of the Securities, the Underwriter may be deemed to have received
compensation from the Depositor in the form of underwriting discounts,
concessions or commissions.

The Underwriting Agreement provides that the Depositor will indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, or contribute payments the Underwriter may be required
to make in respect thereof. [The Depositor, which is a wholly owned subsidiary
of the Underwriter, will own at least ___% of the outstanding principal amount
of the Notes at all times prior to their payment in full.] The Underwriter is
an affiliate of the Depositor.

LEGAL MATTERS

Certain legal matters with respect to the Securities will be passed upon
for the Depositor by Brown & Wood LLP, New York, New York and for the
Underwriter by Brown & Wood LLP, New York, New York.

RATING

It is a condition to issuance that each Class of the Notes be rated be
rated not lower than _________ by [ ] and _______ by [ ]. It is a
condition to issuance that the Certificates be rated at least "___" by [ ]
and "___" by [ ]. A securities rating addresses the likelihood of the
receipt by Certificateholders and Noteholders of distributions on the Mortgage
Loans. The rating takes into consideration the structural, legal and tax
aspects associated with the Certificates and Notes. The ratings on the
Securities do not, however, constitute statements regarding the possibility
that Certificateholders or Noteholders might realize a lower than anticipated
yield. A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization. Each securities rating should be evaluated
independently of similar ratings on different securities.

================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
DEPOSITOR OR LEHMAN BROTHERS. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH
THEY RELATE OR AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION
WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR
RESPECTIVE DATES.

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

TABLE OF CONTENTS

PAGE

PROSPECTUS SUPPLEMENT

Summary. . . . . . . . . . . . . . . . . . . S-2
Risk Factors . . . . . . . . . . . . . . . . S-8
The Trust. . . . . . . . . . . . . . . . . . S-8
Description of the Notes . . . . . . . . . . S-9
Description of the Certificates. . . . . . . S-11
The Depositor. . . . . . . . . . . . . . . . S-18
The Indenture. . . . . . . . . . . . . . . . S-18
The Trust Agreement. . . . . . . . . . . . . S-22
Administration Agreement . . . . . . . . . . S-24
The Indenture Trustee. . . . . . . . . . . . S-24
The Owner Trustee. . . . . . . . . . . . . . S-25
Use of Proceeds. . . . . . . . . . . . . . . S-25
Certain Federal Income Tax Consequences. . . S-25
State Tax Consequences . . . . . . . . . . . S-31
ERISA Considerations . . . . . . . . . . . . S-32
Legal Investment Considerations. . . . . . . S-33
Underwriting . . . . . . . . . . . . . . . . S-33
Legal Matters. . . . . . . . . . . . . . . . S-34
Rating . . . . . . . . . . . . . . . . . . . S-34
Index of Defined Terms . . . . . . . . . . . S-35

PROSPECTUS

Prospectus Supplement. . . . . . . . . . . . 2
Available Information. . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference 2

Reports to Holders . . . . . . . . . . . . . 2
Summary of Terms . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . 12
Description of the Certificates. . . . . . . 15
Trust Assets . . . . . . . . . . . . . . . . 21
Enhancement. . . . . . . . . . . . . . . . . 25
Servicing of Receivables . . . . . . . . . . 27
The Agreements . . . . . . . . . . . . . . . 29
Certain Legal Aspects of the Receivables . . 35
The Depositor. . . . . . . . . . . . . . . . 38
Use of Proceeds. . . . . . . . . . . . . . . 39
Certain Federal Income Tax Considerations. . 39
State Tax Considerations . . . . . . . . . . 46
ERISA Considerations . . . . . . . . . . . . 46
Plan of Distribution . . . . . . . . . . . . 47
Legal Matters. . . . . . . . . . . . . . . . 47
Experts. . . . . . . . . . . . . . . . . . . 47
Additional Information . . . . . . . . . . . 47
Glossary of Terms. . . . . . . . . . . . . . 48
Annex I. . . . . . . . . . . . . . . . . . . I-1

$__,___,___,___

LEHMAN HOME EQUITY LOAN TRUST
199___
$______ [FIXED] [FLOATING] RATE
ASSET-BACKED NOTES
$______ [FIXED] [FLOATING] RATE
ASSET-BACKED CERTIFICATES,

LEHMAN ABS CORPORATION
(DEPOSITOR)

- ---------------------------
PROSPECTUS SUPPLEMENT

[ , 199 ]
- ---------------------------

LEHMAN BROTHERS

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

<PAGE>

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1997.

PROSPECTUS
LEHMAN ABS CORPORATION
ASSET-BACKED CERTIFICATES
ASSET-BACKED NOTES
(ISSUABLE IN SERIES)

Lehman ABS Corporation (the 'Depositor') may offer from time to time under
this Prospectus and related Prospectus Supplements the Asset-Backed Notes (the
'Notes') and the Asset-Backed Certificates (the 'Certificates' and, together
with the Notes, the 'Securities') which may be sold from time to time in one or
more series (each, a 'Series').

As specified in the related Prospectus Supplement, the Certificates of a
Series will evidence undivided interests in certain assets deposited into a
trust (each, a 'Trust Fund') by the Depositor pursuant to a Pooling and
Servicing Agreement or a Trust Agreement, as described herein. As specified in
the related Prospectus Supplement, the Notes of a Series will be issued and
secured pursuant to an Indenture and will represent indebtedness of the related
Trust Fund. The Trust Fund for a Series of Securities will include assets
purchased from the seller or sellers specified in the related Prospectus
Supplement (the 'Seller') composed of (a) Primary Assets, which may include one
or more pools of (i) closed-end and/or revolving home equity loans or certain
balances thereof and/or loans of which the proceeds have been applied to the
purchase of the related Mortgaged Property (collectively, the 'Mortgage
Loans'), secured by mortgages primarily on one- to four-family residential
properties, unless otherwise specified in the related Prospectus Supplement,
(ii) home improvement installment sales contracts and installment loan
agreements (the 'Home Improvement Contracts') which are either unsecured or
secured by mortgages primarily on one-to-four family residential properties,
unless otherwise specified in the related Prospectus Supplement, or by
purchase money security interests in the home improvements financed thereby
(the 'Home Improvements') and (iii) Private Securities (as defined herein),
(b) all monies due thereunder net, if and as provided in the related Prospectus
Supplement, of certain amounts payable to the servicer of the Mortgage Loans
and/or Home Improvement Contracts (collectively, the 'Loans'), which servicer
may also be the Seller, specified in

the related Prospectus Supplement (the 'Servicer'), and (c) certain funds,
Enhancement (as defined herein) and other assets as described herein and in the
related Prospectus Supplement.

Purchases of Private Securities for a Series by the Seller or the Depositor
will be made in secondary market transactions, not from the issuer of such
Private Securities or any affiliate thereof. See "The Trust Funds--Private
Securities" herein.

Each Series of Securities will be issued in one or more classes (each, a
'Class'). Interest on and principal of the Securities of a Series will be
payable on each Distribution Date specified in the related Prospectus
Supplement, at the times, at the rates, in the amounts and in the order of
priority set forth in the related Prospectus Supplement.

The rate of reduction of the aggregate principal balance of each Class of a
Series may depend principally upon the rate of payment (including prepayments)
with respect to the Loans or Underlying Loans relating to the Private
Securities, as applicable. A rate of prepayment lower or higher than anticipated
will affect the yield on the Securities of a Series in the manner described
herein and in the related Prospectus Supplement. Under certain limited
circumstances described herein and in the related Prospectus Supplement, a
Series of Securities may be subject to termination or redemption under the
circumstances described herein and in the related Prospectus Supplement.

If specified in the related Prospectus Supplement, an election may be made
to treat certain assets comprising the Trust Fund for a Series as a 'real estate
mortgage investment conduit' (a 'REMIC') for federal income tax purposes. See
'CERTAIN FEDERAL INCOME TAX CONSIDERATIONS' herein.

FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT IN
THE CERTIFICATES, SEE PAGE 11.

NOTES OF A GIVEN SERIES REPRESENT OBLIGATIONS OF, AND CERTIFICATES OF A SERIES
EVIDENCE BENEFICIAL INTERESTS IN THE RELATED TRUST FUND ONLY AND ARE NOT
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR BY THE DEPOSITOR, THE SELLER,
THE TRUSTEE, THE SERVICER OR BY ANY OF THEIR RESPECTIVE AFFILIATES
OR, UNLESS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS
SUPPLEMENT, BY ANY OTHER PERSON OR ENTITY. THE DEPOSITOR'S
ONLY OBLIGATIONS WITH RESPECT TO ANY SERIES OF SECURITIES
WILL BE PURSUANT TO CERTAIN REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE RELATED AGREEMENT AS
DESCRIBED HEREIN OR IN THE RELATED PROSPECTUS
SUPPLEMENT. SEE 'SPECIAL CONSIDERATIONS'
FOR CERTAIN FACTORS TO BE

CONSIDERED IN PURCHASING THE
SECURITIES.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE
PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------

The Securities offered by this Prospectus and by the related Prospectus
Supplement are offered by Lehman Brothers and the other underwriters set forth
in the related Prospectus Supplement, if any, subject to prior sale, to
withdrawal, cancellation or modification of the offer without notice, to
delivery to and acceptance by Lehman Brothers and the other underwriters, if
any, and certain further conditions. Retain this Prospectus for future
reference. This Prospectus may not be used to consummate sales of the Securities
offered hereby unless accompanied by a Prospectus Supplement.

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

LEHMAN BROTHERS

, 1996

<PAGE>
PROSPECTUS SUPPLEMENT

The Prospectus Supplement relating to a Series of Securities to be offered
hereunder will, among other things, set forth with respect to such Series of
Securities: (i) the aggregate principal amount, interest rate, and authorized
denominations of each Class of such Securities; (ii) certain information
concerning the Primary Assets, the Seller and any Servicer; (iii) the terms of
any Enhancement with respect to such Series; (iv) the terms of any insurance
related to the Primary Assets; (v) information concerning any other assets in
the related Trust Fund, including any Reserve Fund; (vi) the Final Scheduled
Distribution Date of each Class of such Securities; (vii) the method to be used
to calculate the amount of principal required to be applied to the Securities of
each Class of such Series on each Distribution Date, the timing of the
application of principal and the order of priority of the application of such
principal to the respective Classes and the allocation of principal to be so
applied; (viii) the Distribution Dates and any Assumed Reinvestment Rate (as
defined herein); (ix) additional information with respect to the plan of
distribution of such Securities; and (x) whether a REMIC election will be made
with respect to some or all of the Trust Fund for such Series. To the extent
that the terms of this Prospectus conflict or are otherwise inconsistent with
the terms of any Prospectus Supplement, the terms of such Prospectus Supplement
shall govern.

AVAILABLE INFORMATION

The Depositor is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
'Commission'). Such reports and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its Regional Offices located as
follows: Midwest Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and Northeast Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Securities and Exchange Commission (the "Commission")
maintains a Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, including
the Depositor, that file electonically with the Commission.

REPORTS TO HOLDERS

Periodic and annual reports concerning the related Trust Fund for a Series
of Securities are required under the related Agreement to be forwarded to
Holders. Unless otherwise specified in the related Prospectus Supplement, such
reports will not be examined and reported on by an independent public
accountant. See 'THE AGREEMENTS--Reports to Holders' herein.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All documents filed with respect to each Trust pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of any Prospectus Supplement and prior
to the termination of any offering of Securities shall be deemed to be
incorporated by reference into such Prospectus Supplement and this
Prospectus. Any statement contained in a document incorporated or deemed
to be incorporated by reference in any Prospectus Supplement or in this
Prospectus shall be deemed to be modified or superseded for purposes of
such Prospectus Supplement and this Prospectus to the extent that a
statement contained in any Prospectus Supplement or in this Prospectus
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of any Prospectus Supplement.

<PAGE>
SUMMARY OF TERMS

The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus and by reference to
the information with respect to each Series of Securities contained in the
Prospectus Supplement to be prepared and delivered in connection with the
offering of Securities of such Series. Capitalized terms used and not otherwise
defined herein or in the related Prospectus Supplement shall have the meanings
set forth in the 'GLOSSARY OF TERMS' herein.

<TABLE>
<S> <C>
SECURITIES OFFERED......... Asset-Backed Certificates (the 'Certificates') and
Asset-Backed Notes (the 'Notes'). Certificates
are issuable from time to time in Series
pursuant to a Pooling and Servicing Agreement or
Trust Agreement. Each Certificate of a Series
will evidence an interest in the Trust Fund for
such Series, or in an Asset Group specified in
the related Prospectus Supplement. Notes are
issuable from time to time in Series pursuant to
an Indenture. Each Series of Securities will
consist of one or more Classes, one or more of
which may be Classes of Compound Interest
Securities, Planned Amortization Class ('PAC')
Securities, Variable Interest Securities, Zero
Coupon Securities, Principal Only Securities,
Interest Only Securities, Participating
Securities, Senior Securities or Subordinate
Securities. Each Class may differ in, among
other things, the amounts allocated to and the
priority of principal and interest payments,
Final Scheduled Distribution Dates, Distribution
Dates and interest rates. The Securities of each
Class will be issued in fully registered form in
the denominations specified in the related
Prospectus Supplement. If so specified in the
related Prospectus Supplement, the Securities or
certain Classes of such Securities offered
thereby may be available in book-entry form
only.
DEPOSITOR.................. Lehman ABS Corporation (the 'Depositor') was
incorporated in the State of Delaware on January
29, 1988, and is a wholly-owned, special purpose
subsidiary of Lehman Commercial Paper Inc.
('LCPI'), which itself is a wholly-owned
subsidiary of Lehman Brothers Inc. ('Lehman
Brothers'), which is a wholly-owned subsidiary
of Lehman Brothers Holdings Inc. ('Holdings').
None of Lehman Brothers, LCPI, Holdings nor any
other affiliate of the Depositor, the Servicer,
the Trustee or the Seller has guaranteed or is
otherwise obligated with respect to the
Securities of any Series. See 'THE DEPOSITOR.'
INTEREST PAYMENTS.......... Interest payments on the Securities of a Series
entitled by their terms to receive interest will

be made on each Distribution Date, to the extent
set forth in, and at the applicable rate
specified in (or determined in the manner set
forth in), the related Prospectus Supplement.
The interest rate on Securities of a Series may
be variable or change with changes in the rates
of interest on the related Loans or Underlying
Loans relating to the Private Securities, as
applicable and/or as prepayments occur with
respect to such Loans or Underlying Loans, as
applicable. Interest Only Securities may be
assigned a 'Notional Amount' set forth in the
related Prospectus Supplement which is used
solely for convenience in expressing the
calculation of interest and for certain other
purposes and does not represent the right to
receive any distributions allocable to
principal. Principal Only Securities may not be
entitled to receive any interest payments or may
be entitled to receive only nominal interest
payments. Interest payable on the Securities of
a Series on a Distribution Date will include all
interest accrued during the period specified in
the related Prospectus
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Supplement. See 'DESCRIPTION OF THE SECURITIES--
Payments of Interest.'
PRINCIPAL PAYMENTS......... All payments of principal of a Series of
Securities will be made in an aggregate amount
determined as set forth in the related
Prospectus Supplement and will be paid at the
times and will be allocated among the Classes of
such Series in the order and amounts, and will
be applied either on a pro rata or a random lot
basis among all Securities of any such Class,
all as specified in the related Prospectus
Supplement.
FINAL SCHEDULED
DISTRIBUTION DATE
OF THE SECURITIES........ The Final Scheduled Distribution Date with respect
to each Class of Notes is the date no later than
which principal thereof will be fully paid and
with respect to each Class of Certificates is
the date after which no Certificates of such
Class are expected to remain outstanding, in
each case calculated on the basis of the
assumptions applicable to such Series described
in the related Prospectus Supplement. The Final
Scheduled Distribution Date of a Class may equal

the maturity date of the Primary Asset in the
related Trust Fund which has the latest stated
maturity or will be determined as described
herein and in the related Prospectus Supplement.
The actual final Distribution Date of the
Securities of a Series will depend primarily
upon the rate of payment (including prepayments,
liquidations due to default, the receipt of
proceeds from casualty insurance policies and
repurchases) of the Loans or Underlying Loans
relating to the Private Securities, as
applicable, in the related Trust Fund. Unless
otherwise specified in the related Prospectus
Supplement, the actual final Distribution Date
of any Security is likely to occur earlier and
may occur substantially earlier or may occur
later than its Final Scheduled Distribution Date
as a result of the application of prepayments to
the reduction of the principal balances of the
Securities and as a result of defaults on the
Primary Assets. The rate of payments on the
Loans or Underlying Loans relating to the
Private Securities, as applicable, in the Trust
Fund for a Series will depend on a variety of
factors, including certain characteristics of
such Loans or Underlying Loans, as applicable,
and the prevailing level of interest rates from
time to time, as well as on a variety of
economic, demographic, tax, legal, social and
other factors. No assurance can be given as to
the actual prepayment experience with respect to
a Series. See 'RISK FACTORS--Prepayment and
Yield Considerations' and 'DESCRIPTION OF THE
SECURITIES--Weighted Average Life of the
Securities' herein.
OPTIONAL TERMINATION....... One or more Classes of Securities of any Series
may be redeemed or repurchased in whole or in
part, at the Depositor's or the Servicer's
option, at such time and under the circumstances
specified in the related Prospectus Supplement,
at the price set forth therein. If so specified
in the related Prospectus Supplement for a
Series of Securities, the Depositor, the
Servicer, or such other entity that is specified
in the related Prospectus Supplement, may, at
its option, cause an early termination of the
related Trust Fund by repurchasing all of the
Primary Assets remaining in the Trust Fund on or
after a specified date, or on or after such time
as the aggregate principal balance of the
Securities of the Series or the Primary Assets
relating to such Series, as specified in the
related Prospectus Supplement, is less
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than the amount or percentage specified in the
related Prospectus Supplement. See 'DESCRIPTION
OF THE SECURITIES--Optional Purchase or
Termination.'
In addition, the Prospectus Supplement may provide
other circumstances under which Holders of
Securities of a Series could be fully paid
significantly earlier than would otherwise be
the case if payments or distributions were
solely based on the activity of the related
Primary Assets.
THE TRUST FUND............. The Trust Fund for a Series of Securities will
consist of one or more of the assets described
below, as described in the related Prospectus
Supplement.
A. PRIMARY ASSETS..... The Primary Assets for a Series may consist of any
combination of the following assets, to the
extent and as specified in the related
Prospectus Supplement. The Primary Assets will
be purchased from the Seller or may be purchased
by the Depositor in secondary market
transactions, not from the issuer of such
Private Securities or an affiliate thereof, or,
in the case of Loans, in privately negotiated
transactions, including transactions with
entities affiliated with the Depositor.
(1) LOANS........ Primary Assets for a Series will consist, in whole
or in part, of Loans. Some Loans may be
delinquent or non-performing as specified in the
related Prospectus Supplement. Loans may be
originated by or acquired from an affiliate of
the Depositor and an affiliate of the Depositor
may be an obligor with respect to any such Loan.
To the extent provided in the related Prospectus
Supplement, additional Loans may be periodically
added to the Trust Fund, or may be removed from
time to time if certain asset value tests are
met, as described in the related Prospectus
Supplement.
The 'Loans' for a Series will consist of (i)
closed-end and/or revolving home equity loans or
certain balances thereof and/or loans of which
the proceeds have been applied to the purchase
of the related Mortgaged Property (collectively,
'Mortgage Loans') and (ii) home improvement
installment sales contracts and installment loan
agreements (the 'Home Improvement Contracts').
The Mortgage Loans and the Home Improvement
Contracts are collectively referred to herein as

the 'Loans.' Loans may, as specified in the
related Prospectus Supplement, have various
payment characteristics, including balloon or
other irregular payment features, and may accrue
interest at a fixed rate or an adjustable rate.
As specified in the related Prospectus Supplement,
the Loans will and the Home Improvement
Contracts may be secured by mortgages or deeds
of trust or other similar security instruments
creating a lien on a Mortgaged Property, which
may be subordinated to one or more senior liens
on the Mortgaged Property, as described in the
related Prospectus Supplement. As specified in
the related Prospectus Supplement, Home
Improvement Contracts may be unsecured or
secured by purchase money security interests in
the Home Improvements financed thereby. The
Mortgaged Properties and the Home Improvements
are collectively referred to herein as the
'Properties.'
The related Prospectus Supplement will describe
certain characteristics of the Loans for a
Series, including, without limitation, and to
the extent relevant: (a) the aggregate unpaid
principal balance of the Loans (or the aggregate
unpaid principal balance included in the Trust
Fund for the related Series) and the average
outstanding principal balance of the Loans; (b)
the weighted average Loan Rate on the Loans as
of the Cut-off Date; (c) the Combined
Loan-to-Value Ratios or Loan-to-Value Ratios, as
applicable, of the Loans, computed in the manner
described
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in the related Prospectus Supplement; (d) the
percentage (by principal balance as of the
Cut-off Date) of Loans that accrue interest at
adjustable or fixed interest rates; (e) any
enhancement relating to the Loans; (f) the
percentage (by principal balance as of the
Cut-off Date) of Loans that are secured by
Mortgaged Properties, Home Improvement Loans or
are unsecured; (g) the geographic distribution
of any Mortgaged Properties securing the Loans;
(h) the use and type of each Mortgaged Property
securing a Loan; (i) the lien priority of the
Loans; (j) the credit limit utilization rates of
any Revolving Credit Line Loans; and (k) the
delinquency status and year of origination of

the Loans.
(2) PRIVATE
SECURITIES..... Primary Assets for a Series may consist, in whole
or in part, of Private Securities which include
(a) pass-through certificates representing
beneficial interests in loans of the type that
would otherwise be eligible to be Loans (the
'Underlying Loans') or (b) collateralized
obligations secured by Underlying Loans. Such
pass-through certificates or collateralized
obligations will have previously been (a)
offered and distributed to the public pursuant
to an effective registration statement or (b)
purchased in a transaction not involving any
public offering from a person who is not an
affiliate of the issuer of such securities at
the time of sale (nor an affiliate thereof at
any time during the three preceding months);
provided a period of three years has elapsed
since the later of the date the securities were
acquired from the issuer or an affiliate
thereof. Although individual Underlying Loans
may be insured or guaranteed by the United
States or an agency or instrumentality thereof,
they need not be, and the Private Securities
themselves will not be so insured or guaranteed.
See 'THE TRUST FUNDS--Private Securities.'
Unless otherwise specified in the Prospectus
Supplement relating to a Series of Securities,
payments on the Private Securities will be
distributed directly to the Trustee as
registered owner of such Private Securities.
The related Prospectus Supplement for a Series
will specify (such disclosure may be on an
approximate basis, as described above and will
be as of the date specified in the related
Prospectus Supplement) to the extent relevant
and to the extent such information is reasonably
available to the Depositor and the Depositor
reasonably believes such information to be
reliable: (i) the aggregate approximate
principal amount and type of any Private
Securities to be included in the Trust Fund for
such Series; (ii) certain characteristics of the
Underlying Loans including (A) the payment
features of such Underlying Loans (i.e., whether
they are fixed rate or adjustable rate and
whether they provide for fixed level payments,
negative amortization or other payment
features), (B) the approximate aggregate
principal amount of such Underlying Loans which
are insured or guaranteed by a governmental
entity, (C) the servicing fee or range of
servicing fees with respect to such Underlying

Loans, (D) the minimum and maximum stated
maturities of such Underlying Loans at
origination, (E) the lien priority and the
credit utilization rates, if any, of such
Underlying Loans, and (F) the delinquency status
and year of origination of such Underlying
Loans; (iii) the maximum original term-to-stated
maturity of the Private Securities; (iv) the
weighted average term-to-stated maturity of the
Private Securities; (v) the pass-through or
certificate rate or ranges thereof for the
Private Securities; (vi) the sponsor or
depositor of the Private Securities (the 'PS
Sponsor'), the servicer of the Private
Securities (the 'PS Servicer') and the trustee
of the Private Securities (the 'PS Trustee');
(vii) certain characteristics of enhancement, if
any, such as reserve funds, insurance policies,
letters of credit or guarantees, relating to the
Loans underlying the Private Securities, or to
such Private Securities themselves; (viii) the
terms on which the Underlying Loans may, or are
required to, be repurchased prior to stated
maturity; and (ix) the terms on which substitute
Underlying Loans may be delivered to
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replace those initially deposited with the PS
Trustee. See 'THE TRUST FUNDS--Additional
Information' herein.
B. COLLECTION AND
DISTRIBUTION
ACCOUNTS......... Unless otherwise provided in the related
Prospectus Supplement, all payments on or with
respect to the Primary Assets for a Series will
be remitted directly to an account (the
'Collection Account') to be established for such
Series with the Trustee or the Servicer, in the
name of the Trustee. Unless otherwise provided
in the related Prospectus Supplement, the
Trustee shall be required to apply a portion of
the amount in the Collection Account, together
with reinvestment earnings from eligible
investments specified in the related Prospectus
Supplement, to the payment of certain amounts
payable to the Servicer under the related
Agreement and any other person specified in the
Prospectus Supplement, and to deposit a portion
of the amount in the Collection Account into a
separate account (the 'Distribution Account') to

be established for such Series, each in the
manner and at the times established in the
related Prospectus Supplement. All amounts
deposited in such Distribution Account will be
available, unless otherwise specified in the
related Prospectus Supplement, for (i)
application to the payment of principal of and
interest on such Series of Securities on the
next Distribution Date, (ii) the making of
adequate provision for future payments on
certain Classes of Securities and (iii) any
other purpose specified in the related
Prospectus Supplement. After applying the funds
in the Collection Account as described above,
any funds remaining in the Collection Account
may be paid over to the Servicer, the Depositor,
any provider of Enhancement with respect to such
Series (an 'Enhancer') or any other person
entitled thereto in the manner and at the times
established in the related Prospectus
Supplement.
ENHANCEMENT................ If stated in the Prospectus Supplement relating to
a Series, the Depositor will obtain an
irrevocable letter of credit, surety bond,
certificate insurance policy, insurance policy
or other form of credit support (collectively,
'Enhancement') in favor of the Trustee on behalf
of the Holders of such Series and any other
person specified in such Prospectus Supplement
from an institution acceptable to the rating
agency or agencies identified in the related
Prospectus Supplement as rating such Series of
Securities (collectively, the 'Rating Agency')
for the purposes specified in such Prospectus
Supplement. The Enhancement will support the
payments on the Securities and may be used for
other purposes, to the extent and under the
conditions specified in such Prospectus
Supplement. See 'ENHANCEMENT.'
Enhancement for a Series may include one or more
of the following types of Enhancement, or such
other type of Enhancement specified in the
related Prospectus Supplement.
A. SUBORDINATE
SECURITIES....... If stated in the related Prospectus Supplement,
Enhancement for a Series may consist of one or
more Classes of Subordinate Securities. The
rights of Holders of such Subordinate Securities
to receive distributions on any Distribution
Date will be subordinate in right and priority
to the rights of holders of Senior Securities of
the Series, but only to the extent described in
the related Prospectus Supplement.
B. INSURANCE.......... If stated in the related Prospectus Supplement,

Enhancement for a Series may consist of special
hazard insurance policies, bankruptcy bonds and
other types of insurance supporting payments on
the Securities.
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C. RESERVE FUNDS...... If stated in the Prospectus Supplement, the
Depositor may deposit cash, a letter or letters
of credit, short-term investments, or other
instruments acceptable to the Rating Agency in
one or more reserve funds to be established in
the name of the Trustee (each, a 'Reserve
Fund'), which will be used, as specified in such
Prospectus Supplement, by the Trustee to make
required payments of principal of or interest on
the Securities of such Series, to make adequate
provision for future payments on such Securities
or for any other purpose specified in the
Agreement, with respect to such Series, to the
extent that funds are not otherwise available.
In the alternative or in addition to such
deposit, a Reserve Fund for a Series may be
funded through application of all or a portion
of the excess cash flow from the Primary Assets
for such Series, to the extent described in the
related Prospectus Supplement.
D. MINIMUM PRINCIPAL
PAYMENT
AGREEMENT........ If stated in the Prospectus Supplement relating to
a Series of Securities, the Depositor will enter
into a minimum principal payment agreement (the
'Minimum Principal Payment Agreement') with an
entity meeting the criteria of the Rating
Agency, pursuant to which such entity will
provide funds in the event that aggregate
principal payments on the Primary Assets for
such Series are not sufficient to make certain
payments, as provided in the related Prospectus
Supplement. See 'ENHANCEMENT--Minimum Principal
Payment Agreement.'
E. DEPOSIT
AGREEMENT........ If stated in the Prospectus Supplement, the
Depositor and the Trustee will enter into a
guaranteed investment contract or an investment
agreement (the 'Deposit Agreement') pursuant to
which all or a portion of amounts held in the
Collection Account, the Distribution Account or
in any Reserve Fund will be invested with the
entity specified in such Prospectus Supplement.
The Trustee will be entitled to withdraw amounts

so invested, plus interest at a rate equal to
the Assumed Reinvestment Rate, in the manner
specified in the Prospectus Supplement. See
'ENHANCEMENT--Deposit Agreement.'
SERVICING.................. The Servicer will be responsible for servicing,
managing and making collections on the Loans for
a Series. In addition, the Servicer, if so
specified in the related Prospectus Supplement,
will act as custodian and will be responsible
for maintaining custody of the Loans and related
documentation on behalf of the Trustee. Advances
with respect to delinquent payments of principal
or interest on a Loan will be made by the
Servicer only to the extent described in the
related Prospectus Supplement. Such advances
will be intended to provide liquidity only and,
unless otherwise specified in the related
Prospectus Supplement, reimbursable to the
Servicer from scheduled payments of principal
and interest, late collections, or from the
proceeds of liquidation of the related Loans or
from other recoveries relating to such Loans
(including any insurance proceeds or payments
from other credit support). In performing these
functions, the Servicer will exercise the same
degree of skill and care that it customarily
exercises with respect to similar receivables or
Loans owned or serviced by it. Under certain
limited circumstances, the Servicer may resign
or be removed, in which event either the Trustee
or a third-party servicer will be appointed as
successor servicer. The Servicer will receive a
periodic fee as servicing compensation (the
'Servicing Fee') and may, as specified herein
and in the related Prospectus Supplement,
receive certain additional compensation. See
'SERVICING OF LOANS--Servicing Compensation and
Payment of Expenses' herein.
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FEDERAL INCOME
TAX CONSIDERATIONS
A. DEBT SECURITIES AND
REMIC RESIDUAL
SECURITIES....... If (i) an election is made to treat all or a
portion of a Trust Fund for a Series as a 'real
estate mortgage investment conduit' (a 'REMIC')
or (ii) so provided in the related Prospectus
Supplement, a Series of Securities will include
one or more Classes of taxable debt obligations

under the Internal Revenue Code of 1986, as
amended (the 'Code'). Stated interest with
respect to such Classes of Securities will be
reported by a Holder in accordance with the
Holder's method of accounting except that, in
the case of Securities constituting 'regular
interests' in a REMIC ('Regular Interests'),
such interest will be required to be reported on
the accrual method regardless of a Holder's
usual method of accounting. Securities that are
Compound Interest Securities, Zero Coupon
Securities or Interest Only Securities will, and
certain other Classes of Securities may, be
issued with original issue discount that is not
de minimis. In such cases, the Holder will be
required to include original issue discount in
gross income as it accrues, which may be prior
to the receipt of cash attributable to such
income. If a Security is issued at a premium,
the holder may be entitled to make an election
to amortize such premium on a constant yield
method.
In the case of a REMIC election, a Class of
Securities may be treated as REMIC 'residual
interests' ('Residual Interests'). A holder of a
Residual Interest will be required to include in
its income its pro rata share of the taxable
income of the REMIC. In certain circumstances,
the holder of a Residual Interest may have REMIC
taxable income or tax liability attributable to
REMIC taxable income for a particular period in
excess of cash distributions for such period or
have an after-tax return that is less than the
after-tax return on comparable debt instruments.
In addition, a portion (or, in some cases, all)
of the income from a Residual Interest (i)
except in certain circumstances with respect to
a Holder classified as a thrift institution
under the Code, may not be subject to offset by
losses from other activities, (ii) for a Holder
that is subject to tax under the Code on
unrelated business taxable income, may be
treated as unrelated business taxable income and
(iii) for a foreign holder, may not qualify for
exemption from or reduction of withholding. In
addition, (i) Residual Interests are subject to
transfer restrictions and (ii) certain transfers
of Residual Interests will not be recognized for
federal income tax purposes. Further, individual
holders are subject to limitations on the
deductibility of expenses of the REMIC. See
'CERTAIN FEDERAL INCOME TAX CONSIDERATIONS.'
B. NON-REMIC
PASS-THROUGH

SECURITIES....... If so specified in the related Prospectus
Supplement, the Trust Fund for a Series will be
treated as a grantor trust and will not be
classified as an association taxable as a
corporation for federal income tax purposes and
Holders of Securities of such Series
('Pass-Through Securities') will be treated as
owning directly rights to receive certain
payments of interest or principal, or both, on
the Primary Assets held in the Trust Fund for
such Series. All income with respect to a
Stripped Security (as defined herein) will be
accounted for as original issue discount and,
unless otherwise specified in the related
Prospectus Supplement, will
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be reported by the Trustee on an accrual basis,
which may be prior to the receipt of cash
associated with such income.
The holder of a Pass-Through Security must include
in income its share of all income of the Trust
Fund to the extent such income is allocable to
it and may, subject to certain limitations for
individual Holders, deduct its share of all
expenses of the Trust Fund. See 'CERTAIN FEDERAL
INCOME TAX CONSIDERATIONS.'
C. OWNER TRUST
SECURITIES....... If so specified in the Prospectus Supplement, the
Trust Fund will be treated as a partnership for
purposes of federal and state income tax. Each
Noteholder, by the acceptance of a Note of a
given series, will agree to treat such Note as
indebtedness, and each Certificateholder, by the
acceptance of a Certificate of a given series,
will agree to treat the related Trust as a
partnership in which such Certificateholder is a
partner for federal income and state tax
purposes. Alternative characterizations of such
Trust and such Certificates are possible, but
would not result in materially adverse tax
consequences to Certificateholders. See 'CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS.'
ERISA CONSIDERATIONS....... A fiduciary of any employee benefit plan subject
to the Employee Retirement Income Security Act
of 1974, as amended ('ERISA'), or the Code
should carefully review with its own legal
advisors whether the purchase or holding of
Securities could give rise to a transaction
prohibited or otherwise impermissible under

ERISA or the Code. See 'ERISA CONSIDERATIONS.'
LEGAL INVESTMENT........... Unless otherwise specified in the related
Prospectus Supplement, Securities of each Series
offered by this Prospectus and the related
Prospectus Supplement will not constitute
'mortgage related securities' under the
Secondary Mortgage Market Enhancement Act of
1984 ('SMMEA'). Investors whose investment
authority is subject to legal restrictions
should consult their own legal advisors to
determine whether and to what extent the
Securities constitute legal investments for
them. See 'LEGAL INVESTMENT.'
USE OF PROCEEDS............ The Depositor will use the net proceeds from the
sale of each Series for one or more of the
following purposes: (i) to purchase the related
Primary Assets, (ii) to repay indebtedness which
has been incurred to obtain funds to acquire
such Primary Assets, (iii) to establish any
Reserve Funds described in the related
Prospectus Supplement and (iv) to pay costs of
structuring and issuing such Securities,
including the costs of obtaining Enhancement, if
any. If so specified in the related Prospectus
Supplement, the purchase of the Primary Assets
for a Series may be effected by an exchange of
Securities with the Seller of such Primary
Assets. See 'USE OF PROCEEDS.'
RATINGS.................... It will be a requirement for issuance of any
Series that the Securities offered by this
Prospectus and the related Prospectus Supplement
be rated by at least one Rating Agency in one of
its four highest applicable rating categories.
The rating or ratings applicable to Securities
of each Series offered hereby and by the related
Prospectus Supplement will be as set forth in
the related Prospectus Supplement. A securities
rating should be evaluated independently of
similar ratings on different types of
securities. A securities rating does not address
the effect that the rate of prepayments on Loans
or Underlying Loans relating to Private
Securities, as applicable, for a Series may have
on the yield to investors in the Securities of
such Series. See 'RISK FACTORS--Rating of
Securities.'
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RISK FACTORS

Investors should consider, among other things, the following factors in
connection with the purchase of the Securities.

Limited Liquidity. There will be no market for the Securities of any
Series prior to the issuance thereof, and there can be no assurance that a
secondary market will develop or, if it does develop, that it will provide
Holders with liquidity of investment or will continue for the life of the
Securities of such Series. Lehman Brothers, through one or more of its
affiliates, and the other underwriters, if any, specified in the related
Prospectus Supplement, presently expect to make a secondary market in the
Securities, but have no obligation to do so.

Limited Assets. The Depositor does not have, nor is it expected to have,
any significant assets. The Securities of a Series will be payable solely from
the assets of the Trust Fund for such Securities. There will be no recourse to
the Depositor or any other person for any default on the Notes or any failure to
receive distributions on the Certificates. Further, unless otherwise stated in
the related Prospectus Supplement, at the times set forth in the related
Prospectus Supplement, certain Primary Assets and/or any balance remaining in
the Collection Account or Distribution Account immediately after making all
payments due on the Securities of such Series and other payments specified in
the related Prospectus Supplement, may be promptly released or remitted to the
Depositor, the Servicer, the Enhancer or any other person entitled thereto and
will no longer be available for making payments to Holders. Consequently,
holders of Securities of each Series must rely solely upon payments with respect
to the Primary Assets and the other assets constituting the Trust Fund for a
Series of Securities, including, if applicable, any amounts available pursuant
to any Enhancement for such Series, for the payment of principal of and interest
on the Securities of such Series.

Holders of Notes will be required under the Indenture to proceed only
against the Primary Assets and other assets constituting the related Trust Fund
in the case of a default with respect to such Notes and may not proceed against
any assets of the Depositor. If payments with respect to the Primary Assets and
such other assets securing a Series of Notes, including any Enhancement, were to
become insufficient to make payments on such Notes, no other assets would be
available for payment of the deficiency.

The only obligations, if any, of the Depositor with respect to the
Securities of any Series will be pursuant to certain representations and
warranties. See 'THE AGREEMENTS--Assignment of Primary Assets' herein. The
Depositor does not have, and is not expected in the future to have, any
significant assets with which to meet any obligation to repurchase Primary
Assets with respect to which there has been a breach of any representation or
warranty. If, for example, the Depositor were required to repurchase a Primary
Asset, its only sources of funds to make such repurchase would be from funds
obtained from the enforcement of a corresponding obligation, if any, on the part
of the originator of the Primary Assets, the Servicer or the Seller, as the case
may be, or from a Reserve Fund established to provide funds for such
repurchases.

Enhancement. Although such Enhancement is intended to reduce the risk of
delinquent payments or losses to holders of Securities entitled to the benefit
thereof, the amount of such Enhancement will be limited, as set forth in the
related Prospectus Supplement, and will decline and could be depleted under
certain circumstances prior to the payment in full of the related Series of
Securities, and as a result Holders may suffer losses. See 'ENHANCEMENT.'

Prepayment and Yield Considerations. The yield to maturity experienced by
a holder of Securities may be affected by the rate of payment of principal of
the Loans or Underlying Loans relating to the Private Securities, as applicable.
The timing of principal payments of the Securities of a Series will be affected
by a number of factors, including the following: (i) the extent of prepayments
of the Loans or Underlying Loans relating to the Private Securities, as
applicable, which prepayments may be influenced by a variety of factors, (ii)
the manner of allocating principal payments among the Classes of Securities of a
Series as specified in the related Prospectus Supplement and (iii) the exercise
by the party entitled thereto of any right of optional termination. See
'DESCRIPTION OF THE SECURITIES--Weighted Average Life of Securities.'
Prepayments may also result from repurchases of Loans or Underlying Loans, as
applicable, due to material breaches of the Seller's or the Depositor's
warranties.

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Interest payable on the Securities of a Series on a Distribution Date will
include all interest accrued during the period specified in the related
Prospectus Supplement. In the event interest accrues during the calendar month
prior to a Distribution Date, the effective yield to Holders will be reduced
from the yield that would otherwise be obtainable if interest payable on the
Security were to accrue through the day immediately preceding each Distribution
Date, and the effective yield (at par) to Holders will be less than the
indicated coupon rate. See 'DESCRIPTION OF THE SECURITIES--Payments of
Interest.'

Nature of Mortgages; Properties. Since the Mortgages are primarily junior
liens subordinate to the rights of the mortgagee under the related senior
mortgage or mortgages, the proceeds from any liquidation, insurance or
condemnation proceedings will be available to satisfy the outstanding balance of
such junior mortgage only to the extent that the claims of such senior
mortgagees have been satisfied in full, including any related foreclosure costs.
In addition, a junior mortgagee may not foreclose on the Property securing a
junior mortgage unless it forecloses subject to the senior mortgages, in which
case it must either pay the entire amount due on the senior mortgages to the
senior mortgagees at or prior to the foreclosure sale or undertake the
obligation to make payments on the senior mortgages in the event the mortgagor
is in default thereunder. The Trust Fund will not have any source of funds to
satisfy the senior mortgages or make payments due to the senior mortgagees.

There are several factors that could adversely affect the value of
Properties such that the outstanding balance of the related Loan, together with
any senior financing on the Properties, would equal or exceed the value of the
Properties. Among the factors that could adversely affect the value of the
Properties are an overall decline in the residential real estate market in the
areas in which the Properties are located or a decline in the general condition

of the Properties as a result of failure of borrowers to maintain adequately the
Properties or of natural disasters that are not necessarily covered by
insurance, such as earthquakes and floods. Any such decline could extinguish the
value of a junior interest in Property before having any effect on the related
senior interest therein. If such a decline occurs, the actual rates of
delinquencies, foreclosure and losses on the junior Loans could be higher than
those currently experienced in the mortgage lending industry in general.

Environmental Risks. Real property pledged as security to a lender may be
subject to certain environmental risks. Under the laws of certain states,
contamination of a property may give rise to a lien on the property to assure
the costs of clean-up. In several states, such a lien has priority over the lien
of an existing mortgage or owner's interest against such property. In addition,
under the laws of some states and under the federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 ('CERCLA'), a lender may be
liable, as an 'owner' or 'operator,' for costs of addressing releases or
threatened releases of hazardous substances that require remedy at a property,
if agents or employees of the lender have become sufficiently involved in the
operations of the borrower, regardless of whether or not the environmental
damage or threat was caused by a prior owner. A lender also risks such liability
on foreclosure of the Mortgaged Property.

Certain Other Legal Considerations Regarding the Loans. Applicable state
laws generally regulate interest rates and other charges and require certain
disclosures. In addition, other state laws, public policy and general principles
of equity relating to the protection of consumers, unfair and deceptive
practices and debt collection practices may apply to the origination, servicing
and collection of the Loans. Depending on the provisions of the applicable law
and the specific facts and circumstances involved, violations of these laws,
policies and principles may limit the ability of the Servicer to collect all or
part of the principal of or interest on the Loans, may entitle the borrower to a
refund of amounts previously paid and, in addition, could subject the owner of
the Loan to damages and administrative enforcement.

The Loans are also subject to Federal laws, including:

(i) the Federal Truth in Lending Act and Regulation Z promulgated
thereunder, which require certain disclosures to the borrowers regarding
the terms of the Loans;

(ii) the Equal Credit Opportunity Act and Regulation B promulgated
thereunder, which prohibit discrimination on the basis of age, race, color,
sex, religion, marital status, national origin, receipt of public
assistance or the exercise of any right under the Consumer Credit
Protection Act, in the extension of credit; and

(iii) the Fair Credit Reporting Act, which regulates the use and
reporting of information related to the borrower's credit experience.

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Violations of certain provisions of these Federal laws may limit the
ability of the Servicer to collect all or part of the principal of or interest
on the Loans and in addition could subject the Trust Fund to damages and

administrative enforcement. The Loans may be subject to the Home Ownership and
Equity Protection Act of 1994 (the 'Act') which amended the Truth in Lending Act
as it applies to mortgages subject to the Act. The Act requires certain
additional disclosures, specifies the timing of such disclosures and limits or
prohibits inclusion of certain provisions in mortgages subject to the Act. The
Act also provides that any purchaser or assignee of a mortgage covered by the
Act is subject to all of the claims and defenses which the borrower could assert
against the original lender. The maximum damages that may be recovered under the
Act from an assignee is the remaining amount of indebtedness plus the total
amount paid by the borrower in connection with the Loan. If the Trust Fund
includes Loans subject to the Act, it will be subject to all of the claims and
defenses which the borrower could assert against the Seller. Any violation of
the Act which would result in such liability would be a breach of the Seller's
representations and warranties, and the Seller would be obligated to cure,
repurchase or, if permitted by the Agreement, substitute for the Loan in
question. See 'CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS' herein.

The Home Improvement Contracts are also subject to the Preservation of
Consumers' Claims and Defenses regulations of the Federal Trade Commission and
other similar federal and state statutes and regulations (collectively, the
'Holder in Due Course Rules'), which protect the homeowner from defective
craftsmanship or incomplete work by a contractor. These laws permit the obligor
to withhold payment if the work does not meet the quality and durability
standards agreed to by the homeowner and the contractor. The Holder in Due
Course Rules have the effect of subjecting any assignee of the seller in a
consumer credit transaction to all claims and defenses which the obligor in the
credit sale transaction could assert against the seller of the goods.

Rating of the Securities. It will be a condition to the issuance of a
Series of Securities that they be rated in one of the four highest rating
categories by the Rating Agency identified in the related Prospectus Supplement.
Any such rating would be based on, among other things, the adequacy of the value
of the Primary Assets and any Enhancement with respect to such Series. Such
rating should not be deemed a recommendation to purchase, hold or sell
Securities, inasmuch as it does not address market price or suitability for a
particular investor. There is also no assurance that any such rating will remain
in effect for any given period of time or may not be lowered or withdrawn
entirely by the Rating Agency if in its judgment circumstances in the future so
warrant. In addition to being lowered or withdrawn due to any erosion in the
adequacy of the value of the Primary Assets, such rating might also be lowered
or withdrawn, among other reasons, because of an adverse change in the financial
or other condition of an Enhancer or a change in the rating of such Enhancer's
long term debt.

Other Considerations. There is no assurance that the market value of the
Primary Assets or any other assets for a Series will at any time be equal to or
greater than the aggregate principal amount of the Securities of such Series
then outstanding, plus accrued interest thereon. Moreover, upon an event of
default under the Indenture for a Series of Notes and a sale of the assets in
the Trust Fund or upon a sale of the assets of a Trust Fund for a Series of
Certificates, the Trustee, the Servicer, if any, the Enhancer and any other
service provider specified in the related Prospectus Supplement generally will
be entitled to receive the proceeds of any such sale to the extent of unpaid
fees and other amounts owing to such persons under the related Agreement prior

to distributions to holders of Securities. Upon any such sale, the proceeds
thereof may be insufficient to pay in full the principal of and interest on the
Securities of such Series.

Liquidation expenses with respect to defaulted loans do not vary directly
with the outstanding principal balance of the loan at the time of default.
Therefore, assuming that a servicer took the same steps in realizing upon a
defaulted loan having a small remaining principal balance as it would in the
case of a defaulted loan having a larger principal balance, the amount realized
after expenses of liquidation would be smaller as a percentage of the
outstanding principal balance of the smaller loan than would be the case with a
larger loan. Because the average outstanding principal balances of the Loans are
small relative to the size of the loans in a typical pool of first mortgages,
realizations net of liquidation expenses on defaulted Loans may also be smaller
as a percentage of the principal amount of the Loans than would such net
realizations in the case of a typical pool of first mortgage loans.

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DESCRIPTION OF THE SECURITIES

GENERAL

Each Series of Notes will be issued pursuant to an indenture (the
'Indenture') between the related Trust Fund and the entity named in the related
Prospectus Supplement as trustee (the 'Trustee') with respect to such Series. A
form of Indenture has been filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The Certificates will also be issued in
Series pursuant to separate agreements (each, a 'Pooling and Servicing
Agreement' or a 'Trust Agreement') among the Depositor, the Servicer, if the
Series relates to Loans, and the Trustee. A form of Pooling and Servicing
Agreement has been filed as an exhibit to the Registration Statement of which
this Prospectus forms a part. A Series may consist of both Notes and
Certificates.

The Seller may agree to reimburse the Depositor for certain fees and
expenses of the Depositor incurred in connection with the offering of the
Securities.

The following summaries describe certain provisions in the Agreements
common to each Series of Securities. The summaries do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, the
provisions of the Agreements and the Prospectus Supplement relating to each
Series of Securities. Where particular provisions or terms used in the
Agreements are referred to, the actual provisions (including definitions of
terms) are incorporated herein by reference as part of such summaries.

Each Series of Securities will consist of one or more Classes of
Securities, one or more of which may be Compound Interest Securities, Variable
Interest Securities, PAC Securities, Zero Coupon Securities, Principal Only
Securities, Interest Only Securities or Participating Securities. A Series may
also include one or more Classes of Subordinate Securities. The Securities of
each Series will be issued only in fully registered form, without coupons, in
the authorized denominations for each Class specified in the related Prospectus

Supplement. Upon satisfaction of the conditions, if any, applicable to a Class
of a Series, as described in the related Prospectus Supplement, the transfer of
the Securities may be registered and the Securities may be exchanged at the
office of the Trustee specified in the Prospectus Supplement without the payment
of any service charge other than any tax or governmental charge payable in
connection with such registration of transfer or exchange. If specified in the
related Prospectus Supplement, one or more Classes of a Series may be available
in book-entry form only.

Unless otherwise provided in the related Prospectus Supplement, payments of
principal of and interest on a Series of Securities will be made on the
Distribution Dates specified in the Prospectus Supplement relating to such
Series by check mailed to Holders of such Series, registered as such at the
close of business on the record date specified in the related Prospectus
Supplement applicable to such Distribution Dates at their addresses appearing on
the security register, except that (a) payments may be made by wire transfer (at
the expense of the Holder requesting payment by wire transfer) in certain
circumstances described in the related Prospectus Supplement and (b) final
payments of principal in retirement of each Security will be made only upon
presentation and surrender of such Security at the office of the Trustee
specified in the Prospectus Supplement. Notice of the final payment on a
Security will be mailed to the holder of such Security before the Distribution
Date on which the final principal payment on any Security is expected to be made
to the holder of such Security.

Payments of principal of and interest on the Securities will be made by the
Trustee, or a paying agent on behalf of the Trustee, as specified in the related
Prospectus Supplement. Unless otherwise provided in the related Prospectus
Supplement, all payments with respect to the Primary Assets for a Series,
together with reinvestment income thereon, amounts withdrawn from any Reserve
Fund, and amounts available pursuant to any other Enhancement will be deposited
directly into the Collection Account and, net, if and as provided in the related
Prospectus Supplement, of certain amounts payable to the related Servicer and
any other person specified in the Prospectus Supplement, will thereafter be
deposited into the Distribution Account and will be available to make payments
on Securities of such Series on the next Distribution Date, as the case may be.
See 'THE TRUST FUNDS--Collection and Distribution Accounts.'

VALUATION OF THE PRIMARY ASSETS

If specified in the related Prospectus Supplement for a Series of Notes,
each Primary Asset included in the related Trust Fund for a Series will be
assigned an initial 'Asset Value.' Unless otherwise specified in the related
Prospectus Supplement, at any time the Asset Value of the Primary Assets will be
equal to the product of

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the Asset Value Percentage as set forth in the Indenture and the lesser of (a)
the stream of remaining regularly scheduled payments on the Primary Assets, net,
unless otherwise provided in the related Prospectus Supplement, of certain
amounts payable as expenses, together with income earned on each such scheduled
payment received through the day preceding the next Distribution Date at the
Assumed Reinvestment Rate, if any, discounted to present value at the highest

interest rate on the Notes of such Series over periods equal to the interval
between payments on the Notes, and (b) the then principal balance of the Primary
Assets. Unless otherwise specified in the related Prospectus Supplement, the
initial Asset Value of the Primary Assets will be at least equal to the
principal amount of the Notes of the related Series at the date of issuance
thereof.

The 'Assumed Reinvestment Rate', if any, for a Series will be the highest
rate permitted by the Rating Agency or a rate insured by means of a surety bond,
guaranteed investment contract, Deposit Agreement or other arrangement
satisfactory to the Rating Agency. If the Assumed Reinvestment Rate is so
insured, the related Prospectus Supplement will set forth the terms of such
arrangement.

PAYMENTS OF INTEREST

The Securities of each Class by their terms entitled to receive interest
will bear interest (calculated, unless otherwise specified in the related
Prospectus Supplement, on the basis of a 360-day year of twelve 30-day months)
from the date and at the rate per annum specified, or calculated in the method
described, in the related Prospectus Supplement. Interest on such Securities of
a Series will be payable on the Distribution Date specified in the related
Prospectus Supplement. The rate of interest on Securities of a Series may be
variable or may change with changes in the annual percentage rates of the Loans
or Underlying Loans relating to the Private Securities, as applicable included
in the related Trust Fund and/or as prepayments occur with respect to such Loans
or Underlying Loans, as applicable. Principal Only Securities may not be
entitled to receive any interest distributions or may be entitled to receive
only nominal interest distributions. Any interest on Zero Coupon Securities that
is not paid on the related Distribution Date will accrue and be added to the
principal thereof on such Distribution Date.

Interest payable on the Securities on a Distribution Date will include all
interest accrued during the period specified in the related Prospectus
Supplement. In the event interest accrues during the calendar month preceding a
Distribution Date, the effective yield to Holders will be reduced from the yield
that would otherwise be obtainable if interest payable on the Securities were to
accrue through the day immediately preceding such Distribution Date.

PAYMENTS OF PRINCIPAL

On each Distribution Date for a Series, principal payments will be made to
the holders of the Securities of such Series on which principal is then payable,
to the extent set forth in the related Prospectus Supplement. Such payments will
be made in an aggregate amount determined as specified in the related Prospectus
Supplement and will be allocated among the respective Classes of a Series in the
manner, at the times and in the priority (which may, in certain cases, include
allocation by random lot) set forth in the related Prospectus Supplement.

FINAL SCHEDULED DISTRIBUTION DATE

entire aggregate principal balance of such Class is expected to be reduced to
zero, in each case calculated on the basis of the assumptions applicable to such
Series described in the related Prospectus Supplement. The Final Scheduled
Distribution Date for each Class of a Series will be specified in the related
Prospectus Supplement. Since payments on the Primary Assets will be used to make
distributions in reduction of the outstanding principal amount of the
Securities, it is likely that the actual final Distribution Date of any such
Class will occur earlier, and may occur substantially earlier, than its Final
Scheduled Distribution Date. Furthermore, with respect to a Series of
Certificates, unless otherwise specified in the related Prospectus Supplement,
as a result of delinquencies, defaults and liquidations of the Primary Assets in
the Trust Fund, the actual final Distribution Date of any Certificate may occur
later than its Final Scheduled Distribution Date. No assurance can be given as
to the actual prepayment experience with respect to a Series. See 'Weighted
Average Life of the Securities' below.

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SPECIAL REDEMPTION

If so specified in the Prospectus Supplement relating to a Series of
Securities having other than monthly Distribution Dates, one or more Classes of
Securities of such Series may be subject to special redemption, in whole or in
part, on the day specified in the related Prospectus Supplement (a 'Special
Redemption Date') if, as a consequence of prepayments on the Loans or Underlying
Loans, as applicable, relating to such Securities or low yields then available
for reinvestment, the entity specified in the related Prospectus Supplement
determines, based on assumptions specified in the applicable Agreement, that the
amount available for the payment of interest that will have accrued on such
Securities (the 'Available Interest Amount') through the designated interest
accrual date specified in the related Prospectus Supplement is less than the
amount of interest that will have accrued on such Securities to such date. In
such event and as further described in the related Prospectus Supplement, the
Trustee will redeem a principal amount of outstanding Securities of such Series
as will cause the Available Interest Amount to equal the amount of interest that
will have accrued through such designated interest accrual date for such Series
of Securities outstanding immediately after such redemption.

OPTIONAL REDEMPTION, PURCHASE OR TERMINATION

The Depositor or the Servicer may, at its option, redeem, in whole or in
part, one or more Classes of Notes or purchase one or more Classes of
Certificates of any Series, on any Distribution Date under the circumstances, if
any, specified in the Prospectus Supplement relating to such Series.
Alternatively, if so specified in the related Prospectus Supplement for a Series
of Certificates, the Depositor, the Servicer, or another entity designated in
the related Prospectus Supplement may, at its option, cause an early termination
of a Trust Fund by repurchasing all of the Primary Assets from such Trust Fund
on or after a date specified in the related Prospectus Supplement, or on or
after such time as the aggregate outstanding principal amount of the
Certificates or Primary Assets, as specified in the related Prospectus
Supplement, is less than the amount or percentage specified in the related
Prospectus Supplement. Notice of such redemption, purchase or termination must
be given by the Depositor or the Trustee prior to the related date. The

redemption, purchase or repurchase price will be set forth in the related
Prospectus Supplement. If specified in the related Prospectus Supplement, in the
event that a REMIC election has been made, the Trustee shall receive a
satisfactory opinion of counsel that the optional redemption, purchase or
termination will be conducted so as to constitute a 'qualified liquidation'
under Section 860F of the Code.

In addition, the Prospectus Supplement may provide other circumstances
under which Holders of Securities of a Series could be fully paid significantly
earlier than would otherwise be the case if payments or distributions were
solely based on the activity of the related Primary Assets.

WEIGHTED AVERAGE LIFE OF THE SECURITIES

Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of such
security will be repaid to the investor. Unless otherwise specified in the
related Prospectus Supplement, the weighted average life of the Securities of a
Class will be influenced by the rate at which the amount financed under the
Loans or Underlying Loans relating to the Private Securities, as applicable,
included in the Trust Fund for a Series is paid, which may be in the form of
scheduled amortization or prepayments.

Prepayments on loans and other receivables can be measured relative to a
prepayment standard or model. The Prospectus Supplement for a Series of
Securities will describe the prepayment standard or model, if any, used and may
contain tables setting forth the projected weighted average life of each Class
of Securities of such Series and the percentage of the original principal amount
of each Class of Securities of such Series that would be outstanding on
specified Distribution Dates for such Series based on the assumptions stated in
such Prospectus Supplement, including assumptions that prepayments on the Loans
or Underlying Loans relating to the Private Securities, as applicable, included
in the related Trust Fund are made at rates corresponding to various percentages
of the prepayment standard or model specified in such Prospectus Supplement.

There is, however, no assurance that prepayment of the Loans or Underlying
Loans relating to the Private Securities, as applicable, included in the related
Trust Fund will conform to any level of any prepayment standard or model
specified in the related Prospectus Supplement. The rate of principal
prepayments on pools of loans is influenced by a variety of economic,
demographic, geographic, legal, tax, social and other factors.

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The rate of prepayments of conventional housing loans and other receivables
has fluctuated significantly in recent years. In general, however, if prevailing
interest rates fall significantly below the interest rates on the Loans or
Underlying Loans relating to the Private Securities, as applicable, for a
Series, such loans are likely to prepay at rates higher than if prevailing
interest rates remain at or above the interest rates borne by such loans. In
this regard, it should be noted that the Loans or Underlying Loans, as
applicable, for a Series may have different interest rates. In addition, the
weighted average life of the Securities may be affected by the varying
maturities of the Loans or Underlying Loans relating to the Private Securities,

as applicable. If any Loans or Underlying Loans relating to the Private
Securities, as applicable, for a Series have actual terms-to-stated maturity of
less than those assumed in calculating the Final Scheduled Distribution Date of
the related Securities, one or more Classes of the Series may be fully paid
prior to their respective Final Scheduled Distribution Dates, even in the
absence of prepayments and a reinvestment return higher than the Assumed
Reinvestment Rate.

THE TRUST FUNDS

GENERAL

The Notes of each Series will be secured by the pledge of the assets of the
related Trust Fund, and the Certificates of each Series will represent interests
in the assets of the related Trust Fund. The Trust Fund of each Series will
include assets purchased from the Seller composed of (i) the Primary Assets,
(ii) amounts available from the reinvestment of payments on such Primary Assets
at the Assumed Reinvestment Rate, if any, specified in the related Prospectus
Supplement, (iii) any Enhancement, (iv) any Property that secured a Loan but
which is acquired by foreclosure or deed in lieu of foreclosure or repossession
and (v) the amount, if any, initially deposited in the Collection Account or
Distribution Account for a Series as specified in the related Prospectus
Supplement.

The Securities will be non-recourse obligations of the related Trust Fund.
The assets of the Trust Fund specified in the related Prospectus Supplement for
a Series of Securities, unless otherwise specified in the related Prospectus
Supplement will serve as collateral only for that Series of Securities. Holders
of a Series of Notes may only proceed against such collateral securing such
Series of Notes in the case of a default with respect to such Series of Notes
and may not proceed against any assets of the Depositor or the related Trust
Fund not pledged to secure such Notes.

The Primary Assets for a Series will be sold by the Seller to the Depositor
or purchased by the Depositor in secondary market transactions, not from the
issuer of such Private Securities or an affiliate thereof, or, in the case of
the Loans, in privately negotiated transactions, which may include transactions
with affiliates and will be transferred by the Depositor to the Trust Fund.
Loans relating to a Series will be serviced by the Servicer, which may be the
Seller, specified in the related Prospectus Supplement, pursuant to a Pooling
and Servicing Agreement, with respect to a Series of Certificates or a servicing
agreement (each, a 'Servicing Agreement') between the Trust Fund and Servicer,
with respect to a Series of Notes.

As used herein, 'Agreement' means, with respect to a Series of
Certificates, the Pooling and Servicing Agreement or Trust Agreement, and with
respect to a Series of Notes, the Indenture and the Servicing Agreement, as the
context requires.

If so specified in the related Prospectus Supplement, a Trust Fund relating
to a Series of Securities may be a business trust formed under the laws of the
state specified in the related Prospectus Supplement pursuant to a trust
agreement (each, a 'Trust Agreement') between the Depositor and the trustee of
such Trust Fund specified in the related Prospectus Supplement.

With respect to each Trust Fund, prior to the initial offering of the
related Series of Securities, the Trust Fund will have no assets or liabilities.
No Trust Fund is expected to engage in any activities other than acquiring,
managing and holding the related Primary Assets and other assets contemplated
herein and in the related Prospectus Supplement and the proceeds thereof,
issuing Securities and making payments and distributions thereon and certain
related activities. No Trust Fund is expected to have any source of capital
other than its assets and any related Enhancement.

Primary Assets included in the Trust Fund for a Series may consist of any
combination of Loans and Private Securities, to the extent and as specified in
the related Prospectus Supplement.

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THE LOANS

Mortgage Loans. The Primary Assets for a Series may consist, in whole or
in part, of closed-end and/or revolving home equity loans or certain balances
thereof (the 'Closed-End Loans' and 'Revolving Credit Line Loans' and
collectively, the 'Mortgage Loans') secured by mortgages primarily on Single
Family Properties which may be subordinated to other mortgages on the same
Mortgaged Property. The Mortgage Loans may have fixed interest rates or
adjustable interest rates and may provide for other payment characteristics as
described below and in the related Prospectus Supplement.

As more fully described in the related Prospectus Supplement, interest on
each Revolving Credit Line Loan, excluding introductory rates offered from time
to time during promotional periods, may be computed and payable monthly on the
average daily outstanding principal balance of such loan. Principal amounts on
the Revolving Credit Line Loans may be drawn down (up to a maximum amount as set
forth in the related Prospectus Supplement) or repaid under each Revolving
Credit Line Loan from time to time. If specified in the related Prospectus
Supplement, new draws by borrowers under the Revolving Credit Line Loans will
automatically become part of the Trust Fund for a Series. As a result, the
aggregate balance of the Revolving Credit Line Loans will fluctuate from day to
day as new draws by borrowers are added to the Trust Fund and principal payments
are applied to such balances and such amounts will usually differ each day, as
more specifically described in the related Prospectus Supplement. Unless
otherwise described in the related Prospectus Supplement, the full principal
amount of a Closed-End Loan is advanced at origination of the loan and generally
is repayable in equal (or substantially equal) installments of an amount
sufficient to fully amortize such loan at its stated maturity. As more fully
described in the related Prospectus Supplement, interest on each Closed-End Loan
is calculated on the basis of the outstanding principal balance of such loan
multiplied by the Loan Rate thereon and further multiplied by a fraction, the
numerator of which is the number of days in the period elapsed since the
preceding payment of interest was made and the denominator is the number of days
in the annual period for which interest accrues on such loan. Unless otherwise
described in the related Prospectus Supplement, the original terms to stated
maturity of Closed-End Loans will not exceed 360 months. Under certain
circumstances, under either a Revolving Credit Line Loan or a Closed-End Loan, a
borrower may choose an interest only payment option and is obligated to pay only

the amount of interest which accrues on the loan during the billing cycle. An
interest only payment option may be available for a specified period before the
borrower must begin paying at least the minimum monthly payment of a specified
percentage of the average outstanding balance of the loan.

The Mortgaged Properties will include primarily Single Family Property
(i.e., one- to four-family residential housing, including Condominium Units and
Cooperative Dwellings). The Mortgaged Properties may consist of detached
individual dwellings, individual condominiums, townhouses, duplexes, row houses,
individual units in planned unit developments and other attached dwelling units.
Each Single Family Property will be located on land owned in fee simple by the
borrower or on land leased by the borrower for a term at least ten years (unless
otherwise provided in the related Prospectus Supplement) greater than the term
of the related Loan. Attached dwellings may include owner-occupied structures
where each borrower owns the land upon which the unit is built, with the
remaining adjacent land owned in common or dwelling units subject to a
proprietary lease or occupancy agreement in a cooperatively owned apartment
building.

Unless otherwise specified in the related Prospectus Supplement, Mortgages
on Cooperative Dwellings consist of a lien on the shares issued by such
Cooperative Dwelling and the proprietary lease or occupancy agreement relating
to such Cooperative Dwelling.

The aggregate principal balance of Loans secured by Mortgaged Properties
that are owner-occupied will be disclosed in the related Prospectus Supplement.
Unless otherwise specified in the Prospectus Supplement, the sole basis for a
representation that a given percentage of the Loans are secured by Single Family
Property that is owner-occupied will be either (i) the making of a
representation by the Mortgagor at origination of the Loan either that the
underlying Mortgaged Property will be used by the Mortgagor for a period of at
least six months every year or that the Mortgagor intends to use the Mortgaged
Property as a primary residence, or (ii) a finding that the address of the
underlying Mortgaged Property is the Mortgagor's mailing address as reflected in
the Servicer's records. To the extent specified in the related Prospectus
Supplement, the Mortgaged Properties may include non-owner occupied investment
properties and vacation and second homes.

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Unless otherwise specified in the related Prospectus Supplement, the
initial Combined Loan-to-Value Ratio of a Loan is computed in the manner
described in the related Prospectus Supplement, taking into account the amounts
of any related senior mortgage loans.

Home Improvement Contracts. The Primary Assets for a Series may consist,
in whole or part, of home improvement installment sales contracts and
installment loan agreements (the 'Home Improvement Contracts') originated by a
home improvement contractor in the ordinary course of business. As specified in
the related Prospectus Supplement, the Home Improvement Contracts will either be
unsecured or secured by the Mortgages primarily on Single Family Properties
which are generally subordinate to other mortgages on the same Mortgaged
Property or by purchase money security interest in the Home Improvements
financed thereby. Unless otherwise specified in the applicable Prospectus

Supplement, the Home Improvement Contracts will be fully amortizing and may have
fixed interest rates or adjustable interest rates and may provide for other
payment characteristics as described below and in the related Prospectus
Supplement.

Unless otherwise specified in the related Prospectus Supplement, the home
improvements (the 'Home Improvements') securing the Home Improvement Contracts
include, but are not limited to, replacement windows, house siding, new roofs,
swimming pools, satellite dishes, kitchen and bathroom remodeling goods and
solar heating panels.

Unless otherwise specified in the related Prospectus Supplement, the
initial Loan-to-Value Ratio of a Home Improvement Contract is computed in the
manner described in the related Prospectus Supplement.

Additional Information. The selection criteria which shall apply with
respect to the Loans, including, but not limited to, the Combined Loan-to-Value
Ratios or Loan-to-Value Ratios, as applicable, original terms to maturity and
delinquency information, will be specified in the related Prospectus Supplement.

The Loans for a Series may include Loans that do not amortize their entire
principal balance by their stated maturity in accordance with their terms and
require a balloon payment of the remaining principal balance at maturity, as
specified in the related Prospectus Supplement. As further described in the
related Prospectus Supplement, the Loans for a Series may include Loans that do
not have a specified stated maturity.

The related Prospectus Supplement for each Series will provide information
with respect to the Loans that are Primary Assets as of the Cut-off Date,
including, among other things, and to the extent relevant (a) the aggregate
unpaid principal balance of the Loans (or the aggregate unpaid principal balance
included in the Trust Fund for the related Series); (b) the range and weighted
average Loan Rate on the Loans, and, in the case of adjustable rate Loans, the
range and weighted average of the current Loan Rates and the Lifetime Rate Caps,
if any; (c) the range and average outstanding principal balance of the Loans;
(d) the weighted average original and remaining term-to-stated maturity of the
Loans and the range of original and remaining terms-to-stated maturity, if
applicable; (e) the range and weighted average of Combined Loan-to-Value Ratios
or Loan-to-Value Ratios for the Loans, as applicable; (f) the percentage (by
outstanding principal balance as of the Cut-off Date) of Loans that accrue
interest at adjustable or fixed interest rates; (g) any special hazard insurance
policy or bankruptcy bond or other enhancement relating to the Loans; (h) the
percentage (by principal balance as of the Cut-off Date) of Loans that are
secured by Mortgaged Properties, Home Improvements or are unsecured; (i) the
geographic distribution of any Mortgaged Properties securing the Loans; (j) the
percentage of Loans (by principal balance as of the Cut-off Date) that are
secured by Single Family Properties, shares relating to Cooperative Dwellings,
Condominium Units, investment property and vacation or second homes; (k) the
lien priority of the Loans; (l) the credit limit utilization rate of any
Revolving Credit Line Loans; and (m) the delinquency status and year of
origination of the Loans. The related Prospectus Supplement will also specify
any other limitations on the types or characteristics of Loans for a Series.

If information of the nature described above respecting the Loans is not

known to the Depositor at the time the Securities are initially offered,
approximate or more general information of the nature described above will be
provided in the Prospectus Supplement and additional information will be set
forth in a Current Report on Form 8-K to be available to investors on the date
of issuance of the related Series and to be filed with the Commission within 15
days after the initial issuance of such Securities.

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PRIVATE SECURITIES

General. Primary Assets for a Series may consist, in whole or in part, of
Private Securities which include pass-through certificates representing
beneficial interests in loans of the type that would otherwise be eligible to be
Loans (the 'Underlying Loans') or (b) collateralized obligations secured by
Underlying Loans. Such pass-through certificates or collateralized obligations
will have previously been (a) offered and distributed to the public pursuant
to an effective registration statement or (b) purchased in a transaction not
involving any public offering from a person who is not an affiliate of the
issuer of such securities at the time of sale (nor an affiliate thereof at any
time during the three preceding months); provided a period of three years has
elapsed since the later of the date the securities were acquired from the issuer
or an affiliate thereof. Although individual Underlying Loans may be insured or
guaranteed by the United States or an agency or instrumentality thereof, they
need not be, and Private Securities themselves will not be so insured or
guaranteed.

All purchases of Private Securities for a Series by the Seller or the
Depositor will be made in secondary market transactions, not from the issuer of
such Private Securities or any affiliate thereof. As a result, no such purchases
of Private Securities offered and distributed to the public pursuant to an
effective registration statement will be made by the Seller or Depositor for at
least ninety days after the initial issuance of such Private Securities.

Private Securities will have been issued pursuant to a pooling and
servicing agreement, a trust agreement or similar agreement (a 'PS Agreement').
The seller/servicer of the Underlying Loans will have entered into the PS
Agreement with the trustee under such PS Agreement (the 'PS Trustee'). The PS
Trustee or its agent, or a custodian, will possess the Underlying Loans.
Underlying Loans will be serviced by a servicer (the 'PS Servicer') directly or
by one or more sub-servicers who may be subject to the supervision of the PS
Servicer.

The sponsor of the Private Securities (the 'PS Sponsor') will be a
financial institution or other entity engaged generally in the business of
lending; a public agency or instrumentality of a state, local or federal
government; or a limited purpose corporation organized for the purpose of, among
other things, establishing trusts and acquiring and selling loans to such
trusts, and selling beneficial interests in such trusts. If so specified in the
Prospectus Supplement, the PS Sponsor may be an affiliate of the Depositor. The
obligations of the PS Sponsor will generally be limited to certain
representations and warranties with respect to the assets conveyed by it to the
related trust. Unless otherwise specified in the related Prospectus Supplement,
the PS Sponsor will not have guaranteed any of the assets conveyed to the

related trust or any of the Private Securities issued under the PS Agreement.
Additionally, although the Underlying Loans may be guaranteed by an agency or
instrumentality of the United States, the Private Securities themselves will not
be so guaranteed.

Distributions of principal and interest will be made on the Private
Securities on the dates specified in the related Prospectus Supplement. The
Private Securities may be entitled to receive nominal or no principal
distributions or nominal or no interest distributions. Principal and interest
distributions will be made on the Private Securities by the PS Trustee or the PS
Servicer. The PS Sponsor or the PS Servicer may have the right to repurchase the
Underlying Loans after a certain date or under other circumstances specified in
the related Prospectus Supplement.

The Underlying Loans may be fixed rate, level payment, fully amortizing
loans or adjustable rate loans or loans having balloon or other irregular
payment features. Such Underlying Loans will be secured by mortgages on
Mortgaged Properties.

Credit Support Relating to Private Securities. Credit support in the form
of Reserve Funds, subordination of other private securities issued under the PS
Agreement, guarantees, letters of credit, cash collateral accounts, insurance
policies or other types of credit support may be provided with respect to the
Underlying Loans or with respect to the Private Securities themselves. The type,
characteristics and amount of credit support will be a function of certain
characteristics of the Underlying Loans and other factors and will have been
established for the Private Securities on the basis of requirements of the
nationally recognized statistical rating organization that rated the Private
Securities.

Additional Information. The Prospectus Supplement for a Series for which
the Primary Assets includes Private Securities will specify (such disclosure may
be on an approximate basis and will be as of the date specified in the related
Prospectus Supplement), to the extent relevant and to the extent such
information is reasonably available to the Depositor and the Depositor
reasonably believes such information to be reliable, (i) the aggregate
approximate principal amount and type of the Private Securities to be included
in the Trust Fund for such Series; (ii) certain characteristics of the
Underlying Loans including (A) the payment features of such Underlying Loans
(i.e., whether they are fixed rate or adjustable rate and whether they provide
for fixed level payments or other payment features), (B) the approximate
aggregate principal balance, if known, of such Underlying Loans insured or
guaranteed by a governmental entity, (C) the servicing fee or range of servicing
fees with respect to the Underlying Loans, and (D) the minimum and maximum
stated maturities of such Underlying Loans at origination; (iii) the maximum
original term-to-stated maturity of the Private Securities; (iv) the weighted
average term-to-stated maturity of the Private Securities; (v) the pass-through
or certificate rate or ranges thereof for the Private Securities; (vi) the PS
Sponsor, the PS Servicer (if other than the PS Sponsor) and

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the PS Trustee for such Private Securities; (vii) certain characteristics of
credit support, if any, such as Reserve Funds, insurance policies, letters of

credit or guarantees relating to such Loans underlying the Private Securities or
to such Private Securities themselves; (viii) the terms on which Underlying
Loans may, or are required to, be purchased prior to their stated maturity or
the stated maturity of the Private Securities and (ix) the terms on which
Underlying Loans may be substituted for those originally underlying the Private
Securities.

If information of the nature described above representing the Private
Securities is not known to the Depositor at the time the Securities are
initially offered, approximate or more general information of the nature
described above will be provided in the Prospectus Supplement and the additional
information, if available, will be set forth in a Current Report on Form 8-K to
be available to investors on the date of issuance of the related Series and to
be filed with the Commission within 15 days the initial issuance of such
Securities.

COLLECTION AND DISTRIBUTION ACCOUNTS

A separate Collection Account will be established by the Trustee or the
Servicer, in the name of the Trustee, for each Series of Securities for receipt
of the amount of cash, if any, specified in the related Prospectus Supplement to
be initially deposited therein by the Depositor, all amounts received on or with
respect to the Primary Assets and, unless otherwise specified in the related
Prospectus Supplement, income earned thereon. Certain amounts on deposit in such
Collection Account and certain amounts available pursuant to any Enhancement, as
provided in the related Prospectus Supplement, will be deposited in a related
Distribution Account, which will also be established by the Trustee for each
such Series of Securities, for distribution to the related Holders. Unless
otherwise specified in the related Prospectus Supplement, the Trustee will
invest the funds in the Collection and Distribution Accounts in Eligible
Investments maturing, with certain exceptions, not later, in the case of funds
in the Collection Account, than the day preceding the date such funds are due to
be deposited in the Distribution Account or otherwise distributed and, in the
case of funds in the Distribution Account, than the day preceding the next
Distribution Date for the related Series of Securities. Eligible Investments
include, among other investments, obligations of the United States and certain
agencies thereof, federal funds, certificates of deposit, commercial paper,
demand and time deposits and banker's acceptances, certain repurchase agreements
of United States government securities and certain guaranteed investment
contracts, in each case, acceptable to the Rating Agency.

Notwithstanding any of the foregoing, amounts may be deposited and
withdrawn pursuant to any Deposit Agreement or Minimum Principal Payment
Agreement as specified in the related Prospectus Supplement.

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ENHANCEMENT

Trustee on behalf of the holders of the related Series or designated Classes of
such Series from an institution or by other means acceptable to the Rating
Agency. The Enhancement will support the payment of principal and interest on
the Securities, and may be applied for certain other purposes to the extent and
under the conditions set forth in such Prospectus Supplement. Enhancement for a
Series may include one or more of the following forms, or such other form as may
be specified in the related Prospectus Supplement. If so specified in the
related Prospectus Supplement, any of such Enhancement may be structured so as
to protect against losses relating to more than one Trust Fund, in the manner
described therein.

SUBORDINATE SECURITIES

If specified in the related Prospectus Supplement, Enhancement for a Series
may consist of one or more Classes of Subordinate Securities. The rights of
holders of such Subordinate Securities to receive distributions on any
Distribution Date will be subordinate in right and priority to the rights of
holders of Senior Securities of the Series, but only to the extent described in
the related Prospectus Supplement.

INSURANCE

If stated in the related Prospectus Supplement, Enhancement for a Series
may consist of special hazard insurance policies, bankruptcy bonds and other
types of insurance relating to the Primary Assets, as described below and in the
related Prospectus Supplement.

Pool Insurance Policy. If so specified in the Prospectus Supplement
relating to a Series of Securities, the Depositor will obtain a pool insurance
policy for the Loans in the related Trust Fund. The pool insurance policy will
cover any loss (subject to the limitations described in a related Prospectus
Supplement) by reason of default, but will not cover the portion of the
principal balance of any Loan that is required to be covered by any primary
mortgage insurance policy. The amount and terms of any such coverage will be set
forth in the related Prospectus Supplement.

Special Hazard Insurance Policy. Although the terms of such policies vary
to some degree, a special hazard insurance policy typically provides that, where
there has been damage to Property securing a defaulted or foreclosed Loan (title
to which has been acquired by the insured) and to the extent such damage is not
covered by the standard hazard insurance policy or any flood insurance policy,
if applicable, required to be maintained with respect to such Property, or in
connection with partial loss resulting from the application of the coinsurance
clause in a standard hazard insurance policy, the special hazard insurer will
pay the lesser of (i) the cost of repair or replacement of such Property or (ii)
upon transfer of such Property to the special hazard insurer, the unpaid
principal balance of such Loan at the time of acquisition of such Property by
foreclosure or deed in lieu of foreclosure, plus accrued interest to the date of
claim settlement and certain expenses incurred by the Servicer with respect to
such Property. If the unpaid principal balance plus accrued interest and certain
expenses is paid by the special hazard insurer, the amount of further coverage
under the special hazard insurance policy will be reduced by such amount less
any net proceeds from the sale of such Property. Any amount paid as the cost of
repair of such Property will reduce coverage by such amount. Special hazard

insurance policies typically do not cover losses occasioned by war, civil
insurrection, certain governmental actions, errors in design, faulty workmanship
or materials (except under certain circumstances), nuclear reaction, flood (if
the mortgaged property is in a federally designated flood area), chemical
contamination and certain other risks.

Restoration of the Property with the proceeds described under (i) above is
expected to satisfy the condition under any pool insurance policy that such
Property be restored before a claim under such pool insurance policy may be
validly presented with respect to the defaulted Loan secured by such Property.
The payment described under (ii) above will render unnecessary presentation of a
claim in respect of such Loan under any pool insurance policy. Therefore, so
long as such pool insurance policy remains in effect, the payment by the special
hazard insurer of the cost of repair or of the unpaid principal balance of the
related Loan plus accrued interest and certain expenses will not affect the
total insurance proceeds paid to holders of the Securities, but will affect the
relative amounts of coverage remaining under the special hazard insurance policy
and pool insurance policy.

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Bankruptcy Bond. In the event of a bankruptcy of a borrower, the
bankruptcy court may establish the value of the Property securing the related
Loan at an amount less than the then outstanding principal balance of such Loan.
The amount of the secured debt could be reduced to such value, and the holder of
such Loan thus would become an unsecured creditor to the extent the outstanding
principal balance of such Loan exceeds the value so assigned to the Property by
the bankruptcy court. In addition, certain other modifications of the terms of a
Loan can result from a bankruptcy proceeding. See 'CERTAIN LEGAL ASPECTS OF
LOANS.' If so provided in the related Prospectus Supplement, the Depositor or
other entity specified in the related Prospectus Supplement will obtain a
bankruptcy bond or similar insurance contract (the 'bankruptcy bond') covering
losses resulting from proceedings with respect to borrowers under the Bankruptcy
Code. The bankruptcy bond will cover certain losses resulting from a reduction
by a bankruptcy court of scheduled payments of principal of and interest on a
Loan or a reduction by such court of the principal amount of a Loan and will
cover certain unpaid interest on the amount of such a principal reduction from
the date of the filing of a bankruptcy petition.

The bankruptcy bond will provide coverage in the aggregate amount specified
in the related Prospectus Supplement for all Loans in the Trust Fund for such
Series. Such amount will be reduced by payments made under such bankruptcy bond
in respect of such Loans, unless otherwise specified in the related Prospectus
Supplement, and will not be restored.

RESERVE FUNDS

alternative or in addition to such deposit, a Reserve Fund for a Series may be
funded over time through application of all or a portion of the excess cash flow
from the Primary Assets for such Series, to the extent described in the related
Prospectus Supplement. If applicable, the initial amount of the Reserve Fund and
the Reserve Fund maintenance requirements for a Series of Securities will be
described in the related Prospectus Supplement.

Amounts withdrawn from any Reserve Fund will be applied by the Trustee to
make payments on the Securities of a Series, to pay expenses, to reimburse any
Enhancer or for any other purpose, in the manner and to the extent specified in
the related Prospectus Supplement.

Amounts deposited in a Reserve Fund will be invested by the Trustee, in
Eligible Investments maturing no later than the day specified in the related
Prospectus Supplement.

MINIMUM PRINCIPAL PAYMENT AGREEMENT

If stated in the Prospectus Supplement relating to a Series of Securities,
the Depositor will enter into a Minimum Principal Payment Agreement with an
entity meeting the criteria of the Rating Agency pursuant to which such entity
will provide certain payments on the Securities of such Series in the event that
aggregate scheduled principal payments and/or prepayments on the Primary Assets
for such Series are not sufficient to make certain payments on the Securities of
such Series, as provided in the Prospectus Supplement.

DEPOSIT AGREEMENT

If specified in a Prospectus Supplement, the Depositor and the Trustee for
such Series of Securities will enter into a Deposit Agreement with the entity
specified in such Prospectus Supplement on or before the sale of such Series of
Securities. The purpose of a Deposit Agreement would be to accumulate available
cash for investment so that such cash, together with income thereon, can be
applied to future distributions on one or more Classes of Securities. The
Prospectus Supplement for a Series of Securities pursuant to which a Deposit
Agreement is used will contain a description of the terms of such Deposit
Agreement.

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SERVICING OF LOANS

GENERAL

Customary servicing functions with respect to Loans comprising the Primary
Assets in the Trust Fund will be provided by the Servicer directly pursuant to
the related Servicing Agreement or Pooling and Servicing Agreement, as the case
may be, with respect to a Series of Securities.

COLLECTION PROCEDURES; ESCROW ACCOUNTS

The Servicer will make reasonable efforts to collect all payments required
to be made under the Loans and will, consistent with the terms of the related
Agreement for a Series and any applicable Enhancement, follow such collection

procedures as it follows with respect to comparable loans held in its own
portfolio. Consistent with the above, the Servicer may, in its discretion, (i)
waive any assumption fee, late payment charge, or other charge in connection
with a Loan and (ii) to the extent provided in the related Agreement, arrange
with an obligor a schedule for the liquidation of delinquencies by extending the
Due Dates for Scheduled Payments on such Loan.

If specified in the related Prospectus Supplement, the Servicer, to the
extent permitted by law, will establish and maintain escrow or impound accounts
('Escrow Accounts') with respect to Loans in which payments by obligors to pay
taxes, assessments, mortgage and hazard insurance premiums, and other comparable
items will be deposited. Loans may not require such payments under the loan
related documents, in which case the Servicer would not be required to establish
any Escrow Account with respect to such Loans. Withdrawals from the Escrow
Accounts are to be made to effect timely payment of taxes, assessments and
mortgage and hazard insurance, to refund to obligors amounts determined to be
overages, to pay interest to obligors on balances in the Escrow Account to the
extent required by law, to repair or otherwise protect the property securing the
related Loan and to clear and terminate such Escrow Account. The Servicer will
be responsible for the administration of the Escrow Accounts and generally will
make advances to such account when a deficiency exists therein.

DEPOSITS TO AND WITHDRAWALS FROM THE COLLECTION ACCOUNT

Unless otherwise specified in the related Prospectus Supplement, the
Trustee or the Servicer will establish a separate account (the 'Collection
Account') in the name of the Trustee. Unless otherwise indicated in the related
Prospectus Supplement, the Collection Account will be an account maintained (i)
at a depository institution, the long-term unsecured debt obligations of which
at the time of any deposit therein are rated by each Rating Agency rating the
Securities of such Series at levels satisfactory to each Rating Agency or (ii)
in an account or accounts the deposits in which are insured to the maximum
extent available by the FDIC or which are secured in a manner meeting
requirements established by each Rating Agency.

Unless otherwise specified in the related Prospectus Supplement, the funds
held in the Collection Account may be invested, pending remittance to the
Trustee, in Eligible Investments. If so specified in the related Prospectus
Supplement, the Servicer will be entitled to receive as additional compensation
any interest or other income earned on funds in the Collection Account.

Unless otherwise specified in the related Prospectus Supplement, the
Servicer, the Depositor, the Trustee or the Seller, as appropriate, will deposit
into the Collection Account for each Series on the Business Day following the
Closing Date any amounts representing Scheduled Payments due after the related
Cut-off Date but received by the Servicer on or before the Closing Date, and
thereafter, within two business days after the date of receipt thereof, the
following payments and collections received or made by it (other than, unless
otherwise provided in the related Prospectus Supplement, in respect of principal
of and interest on the related Primary Assets due on or before such Cut-off
Date):

(i) All payments on account of principal, including prepayments, on
such Primary Assets;

(ii) All payments on account of interest on such Primary Assets after
deducting therefrom, at the discretion of the Servicer but only to the
extent of the amount permitted to be withdrawn or withheld from the
Collection Account in accordance with the related Agreement, the Servicing
Fee in respect of such Primary Assets;

(iii) All amounts received by the Servicer in connection with the
liquidation of Primary Assets or property acquired in respect thereof,
whether through foreclosure sale, repossession or otherwise, including

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payments in connection with such Primary Assets received from the obligor,
other than amounts required to be paid or refunded to the obligor pursuant
to the terms of the applicable loan documents or otherwise pursuant to law
('Liquidation Proceeds'), exclusive of, in the discretion of the Servicer,
but only to the extent of the amount permitted to be withdrawn from the
Collection Account in accordance with the related Agreement, the Servicing
Fee, if any, in respect of the related Primary Asset;

(iv) All proceeds under any title insurance, hazard insurance or other
insurance policy covering any such Primary Asset, other than proceeds to be
applied to the restoration or repair of the related Property or released to
the obligor in accordance with the related Agreement;

(v) All amounts required to be deposited therein from any applicable
Reserve Fund for such Series pursuant to the related Agreement;

(vi) All Advances made by the Servicer required pursuant to the
related Agreement; and

(vii) All repurchase prices of any such Primary Assets repurchased by
the Depositor, the Servicer or the Seller pursuant to the related
Agreement.

Unless otherwise specified in the related Prospectus Supplement, the
Servicer is permitted, from time to time, to make withdrawals from the
Collection Account for each Series for the following purposes:

(i) to reimburse itself for Advances for such Series made by it
pursuant to the related Agreement; the Servicer's right to reimburse itself
is limited to amounts received on or in respect of particular Loans
(including, for this purpose, Liquidation Proceeds and amounts representing
proceeds of insurance policies covering the related Property) which
represent late recoveries of Scheduled Payments respecting which any such
Advance was made;

(ii) to the extent provided in the related Agreement, to reimburse
itself for any Advances for such Series that the Servicer determines in
good faith it will be unable to recover from amounts representing late
recoveries of Scheduled Payments respecting which such Advance was made or
from Liquidation Proceeds or the proceeds of insurance policies;

(iii) to reimburse itself from Liquidation Proceeds for liquidation
expenses and for amounts expended by it in good faith in connection with
the restoration of damaged Property and, in the event deposited in the
Collection Account and not previously withheld, and to the extent that
Liquidation Proceeds after such reimbursement exceed the outstanding
principal balance of the related Loan, together with accrued and unpaid
interest thereon to the Due Date for such Loan next succeeding the date of
its receipt of such Liquidation Proceeds, to pay to itself out of such
excess the amount of any unpaid Servicing Fee and any assumption fees, late
payment charges, or other charges on the related Loan;

(iv) in the event it has elected not to pay itself the Servicing Fee
out of the interest component of any Scheduled Payment, late payment or
other recovery with respect to a particular Loan prior to the deposit of
such Scheduled Payment, late payment or recovery into the Collection
Account, to pay to itself the Servicing Fee, as adjusted pursuant to the
related Agreement, from any such Scheduled Payment, late payment or such
other recovery, to the extent permitted by the related Agreement;

(v) to reimburse itself for expenses incurred by and recoverable by or
reimbursable to it pursuant to the related Agreement;

(vi) to pay to the applicable person with respect to each Primary
Asset or REO Property acquired in respect thereof that has been repurchased
or removed from the Trust Fund by the Depositor, the Servicer or the Seller
pursuant to the related Agreement, all amounts received thereon and not
distributed as of the date on which the related repurchase price was
determined;

(vii) to make payments to the Trustee of such Series for deposit into
the Distribution Account, if any, or for remittance to the Holders of such
Series in the amounts and in the manner provided for in the related
Agreement; and

(viii) to clear and terminate the Collection Account pursuant to the
related Agreement.

In addition, if the Servicer deposits in the Collection Account for a
Series any amount not required to be deposited therein, it may, at any time,
withdraw such amount from such Collection Account.

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ADVANCES AND LIMITATIONS THEREON

The related Prospectus Supplement will describe the circumstances, if any,
under which the Servicer will make Advances with respect to delinquent payments
on Loans. If specified in the related Prospectus Supplement, the Servicer will
be obligated to make Advances, and such obligations may be limited in amount, or
may not be activated until a certain portion of a specified Reserve Fund is
depleted. Advances are intended to provide liquidity and, except to the extent
specified in the related Prospectus Supplement, not to guarantee or insure
against losses. Accordingly, any funds advanced are recoverable by the Servicer
out of amounts received on particular Loans which represent late recoveries of
principal or interest, proceeds of insurance policies or Liquidation Proceeds
respecting which any such Advance was made. If an Advance is made and
subsequently determined to be nonrecoverable from late collections, proceeds of
insurance policies, or Liquidation Proceeds from the related Loan, the Servicer
may be entitled to reimbursement from other funds in the Collection Account or
Distribution Account, as the case may be, or from a specified Reserve Fund as
applicable, to the extent specified in the related Prospectus Supplement.

MAINTENANCE OF INSURANCE POLICIES AND OTHER SERVICING PROCEDURES

Standard Hazard Insurance; Flood Insurance. Except as otherwise specified
in the related Prospectus Supplement, the Servicer will be required to maintain
or to cause the obligor on each Loan to maintain a standard hazard insurance
policy providing coverage of the standard form of fire insurance with extended
coverage for certain other hazards as is customary in the state in which the
related Property is located. The standard hazard insurance policies will provide
for coverage at least equal to the applicable state standard form of fire
insurance policy with extended coverage for property of the type securing the
related Loans. In general, the standard form of fire and extended coverage
policy will cover physical damage to or destruction of, the related Property
caused by fire, lightning, explosion, smoke, windstorm, hail, riot, strike and
civil commotion, subject to the conditions and exclusions particularized in each
policy. Because the standard hazard insurance policies relating to the Loans
will be underwritten by different hazard insurers and will cover Properties
located in various states, such policies will not contain identical terms and
conditions. The basic terms, however, generally will be determined by state law
and generally will be similar. Most such policies typically will not cover any
physical damage resulting from war, revolution, governmental actions, floods and
other water-related causes, earth movement (including earthquakes, landslides,
and mudflows), nuclear reaction, wet or dry rot, vermin, rodents, insects or
domestic animals, theft and, in certain cases, vandalism. The foregoing list is
merely indicative of certain kinds of uninsured risks and is not intended to be
all inclusive. Uninsured risks not covered by a special hazard insurance policy
or other form of Enhancement will adversely affect distributions to Holders.
When a Property securing a Loan is located in a flood area identified by HUD
pursuant to the Flood Disaster Protection Act of 1973, as amended, the Servicer
will be required to cause flood insurance to be maintained with respect to such
Property, to the extent available.

The standard hazard insurance policies covering Properties securing Loans
typically will contain a 'coinsurance' clause which, in effect, will require the
insured at all times to carry hazard insurance of a specified percentage

(generally 80% to 90%) of the full replacement value of the Property, including
the improvements on any Property, in order to recover the full amount of any
partial loss. If the insured's coverage falls below this specified percentage,
such clause will provide that the hazard insurer's liability in the event of
partial loss will not exceed the greater of (i) the actual cash value (the
replacement cost less physical depreciation) of the Property, including the
improvements, if any, damaged or destroyed or (ii) such proportion of the loss,
without deduction for depreciation, as the amount of insurance carried bears to
the specified percentage of the full replacement cost of such Property and
improvements. Since the amount of hazard insurance to be maintained on the
improvements securing the Loans declines as the principal balances owing thereon
decrease, and since the value of the Properties will fluctuate in value over
time, the effect of this requirement in the event of partial loss may be that
hazard insurance proceeds will be insufficient to restore fully the damage to
the affected Property.

Unless otherwise specified in the related Prospectus Supplement, coverage
will be in an amount at least equal to the greater of (i) the amount necessary
to avoid the enforcement of any co-insurance clause contained in the policy or
(ii) the outstanding principal balance of the related Loan. Unless otherwise
specified in the related Prospectus Supplement, the Servicer will also maintain
on REO Property that secured a defaulted Loan and that

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has been acquired upon foreclosure, deed in lieu of foreclosure, or
repossession, a standard hazard insurance policy in an amount that is at least
equal to the maximum insurable value of such REO Property. No earthquake or
other additional insurance will be required of any obligor or will be maintained
on REO Property acquired in respect of a defaulted Loan, other than pursuant to
such applicable laws and regulations as shall at any time be in force and shall
require such additional insurance.

Any amounts collected by the Servicer under any such policies of insurance
(other than amounts to be applied to the restoration or repair of the Property,
released to the obligor in accordance with normal servicing procedures or used
to reimburse the Servicer for amounts to which it is entitled to reimbursement)
will be deposited in the Collection Account. In the event that the Servicer
obtains and maintains a blanket policy insuring against hazard losses on all of
the Loans, written by an insurer then acceptable to each Rating Agency which
assigns a rating to such Series, it will conclusively be deemed to have
satisfied its obligations to cause to be maintained a standard hazard insurance
policy for each Loan or related REO Property. This blanket policy may contain a
deductible clause, in which case the Servicer will, in the event that there has
been a loss that would have been covered by such policy absent such deductible
clause, deposit in the Collection Account the amount not otherwise payable under
the blanket policy because of the application of such deductible clause.

REALIZATION UPON DEFAULTED LOANS

The Servicer will use its reasonable best efforts to foreclose upon,
repossess or otherwise comparably convert the ownership of the Properties
securing the related Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments.

In connection with such foreclosure or other conversion, the Servicer will
follow such practices and procedures as it deems necessary or advisable and as
are normal and usual in its servicing activities with respect to comparable
loans serviced by it. However, the Servicer will not be required to expend its
own funds in connection with any foreclosure or towards the restoration of the
Property unless it determines that: (i) such restoration or foreclosure will
increase the Liquidation Proceeds in respect of the related Loan available to
the Holders after reimbursement to itself for such expenses and (ii) such
expenses will be recoverable by it either through Liquidation Proceeds or the
proceeds of insurance. Notwithstanding anything to the contrary herein, in the
case of a Trust Fund for which a REMIC election has been made, the Servicer
shall liquidate any Property acquired through foreclosure within two years after
the acquisition of the beneficial ownership of such Property. While the holder
of a Property acquired through foreclosure can often maximize its recovery by
providing financing to a new purchaser, the Trust Fund, if applicable, will have
no ability to do so and neither the Servicer nor the Depositor will be required
to do so.

The Servicer may arrange with the obligor on a defaulted Loan, a
modification of such Loan (a 'Modification') to the extent provided in the
related Prospectus Supplement. Such Modifications may only be entered into if
they meet the underwriting policies and procedures employed by the Servicer in
servicing receivables for its own account and meet the other conditions set
forth in the related Prospectus Supplement.

ENFORCEMENT OF DUE-ON-SALE CLAUSES

Unless otherwise specified in the related Prospectus Supplement for a
Series, when any Property is about to be conveyed by the obligor, the Servicer
will, to the extent it has knowledge of such prospective conveyance and prior to
the time of the consummation of such conveyance, exercise its rights to
accelerate the maturity of the related Loan under the applicable 'due-on-sale'
clause, if any, unless it reasonably believes that such clause is not
enforceable under applicable law or if the enforcement of such clause would
result in loss of coverage under any primary mortgage insurance policy. In such
event, the Servicer is authorized to accept from or enter into an assumption
agreement with the person to whom such property has been or is about to be
conveyed, pursuant to which such person becomes liable under the Loan and
pursuant to which the original obligor is released from liability and such
person is substituted as the obligor and becomes liable under the Loan. Any fee
collected in connection with an assumption will be retained by the Servicer as
additional servicing compensation. The terms of a Loan may not be changed in
connection with an assumption.

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SERVICING COMPENSATION AND PAYMENT OF EXPENSES

Except as otherwise provided in the related Prospectus Supplement, the
Servicer will be entitled to a periodic fee as servicing compensation (the
'Servicing Fee') in an amount to be determined as specified in the related
Prospectus Supplement. The Servicing Fee may be fixed or variable, as specified
in the related Prospectus Supplement. In addition, unless otherwise specified in
the related Prospectus Supplement, the Servicer will be entitled to servicing

compensation in the form of assumption fees, late payment charges and similar
items, or excess proceeds following disposition of property in connection with
defaulted Loans.

Unless otherwise specified in the related Prospectus Supplement, the
Servicer will pay certain expenses incurred in connection with the servicing of
the Loans, including, without limitation, the payment of the fees and expenses
of the Trustee and independent accountants, payment of insurance policy premiums
and the cost of credit support, if any, and payment of expenses incurred in
preparation of reports to Holders.

When an obligor makes a principal prepayment in full between Due Dates on
the related Loan, the obligor will generally be required to pay interest on the
amount prepaid only to the date of prepayment. If and to the extent provided in
the related Prospectus Supplement, in order that one or more Classes of the
Holders of a Series will not be adversely affected by any resulting shortfall in
interest, the amount of the Servicing Fee may be reduced to the extent necessary
to include in the Servicer's remittance to the Trustee for deposit into the
Distribution Account an amount equal to one month's interest on the related Loan
(less the Servicing Fee). If the aggregate amount of such shortfalls in a month
exceeds the Servicing Fee for such month, a shortfall to Holders may occur.

Unless otherwise specified in the related Prospectus Supplement, the
Servicer will be entitled to reimbursement for certain expenses incurred by it
in connection with the liquidation of defaulted Loans. The related Holders will
suffer no loss by reason of such expenses to the extent expenses are covered
under related insurance policies or from excess Liquidation Proceeds. If claims
are either not made or paid under the applicable insurance policies or if
coverage thereunder has been exhausted, the related Holders will suffer a loss
to the extent that Liquidation Proceeds, after reimbursement of the Servicer's
expenses, are less than the outstanding principal balance of and unpaid interest
on the related Loan which would be distributable to Holders. In addition, the
Servicer will be entitled to reimbursement of expenditures incurred by it in
connection with the restoration of property securing a defaulted Loan, such
right of reimbursement being prior to the rights of the Holders to receive any
related proceeds of insurance policies, Liquidation Proceeds or amounts derived
from other Enhancement. The Servicer is generally also entitled to reimbursement
from the Collection Account for Advances.

Unless otherwise specified in the related Prospectus Supplement, the rights
of the Servicer to receive funds from the Collection Account for a Series,
whether as the Servicing Fee or other compensation, or for the reimbursement of
Advances, expenses or otherwise, are not subordinate to the rights of Holders of
such Series.

EVIDENCE AS TO COMPLIANCE

If so specified in the related Prospectus Supplement, the applicable
Agreement for each Series will provide that each year, a firm of independent
public accountants will furnish a statement to the Trustee to the effect that
such firm has examined certain documents and records relating to the servicing
of the Loans by the Servicer and that, on the basis of such examination, such
firm is of the opinion that the servicing has been conducted in compliance with
such Agreement, except for (i) such exceptions as such firm believes to be

immaterial and (ii) such other exceptions as are set forth in such statement.

If so specified in the related Prospectus Supplement, the applicable
Agreement for each Series will also provide for delivery to the Trustee for such
Series of an annual statement signed by an officer of the Servicer to the effect
that the Servicer has fulfilled its obligations under such Agreement, throughout
the preceding calendar year.

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CERTAIN MATTERS REGARDING THE SERVICER

The Servicer for each Series will be identified in the related Prospectus
Supplement. The Servicer may be an affiliate of the Depositor and may have other
business relationships with the Depositor and its affiliates.

In the event of an Event of Default under either a Servicing Agreement or a
Pooling and Servicing Agreement, the Servicer may be replaced by the Trustee or
a successor Servicer. Unless otherwise specified in the related Prospectus
Supplement, such Events of Default and the rights of the Trustee upon such a
default under the Agreement for the related Series will be substantially similar
to those described under 'THE AGREEMENTS--Events of Default; Rights Upon Events
of Default--Pooling and Servicing Agreement; Servicing Agreement' herein.

Unless otherwise specified in the related Prospectus Supplement, the
Servicer does not have the right to assign its rights and delegate its duties
and obligations under the related Agreement for each Series unless the successor
Servicer accepting such assignment or delegation (i) services similar loans in
the ordinary course of its business, (ii) is reasonably satisfactory to the
Trustee for the related Series, (iii) has a net worth of not less than the
amount specified in the related Prospectus Supplement, (iv) would not cause any
Rating Agency's rating of the Securities for such Series in effect immediately
prior to such assignment, sale or transfer to be qualified, downgraded or
withdrawn as a result of such assignment, sale or transfer and (v) executes and
delivers to the Trustee an agreement, in form and substance reasonably
satisfactory to the Trustee, which contains an assumption by such Servicer of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the servicer under the related Agreement from and
after the date of such agreement. No such assignment will become effective until
the Trustee or a successor Servicer has assumed the servicer's obligations and
duties under the related Agreement. To the extent that the Servicer transfers
its obligations to a wholly-owned subsidiary or affiliate, such subsidiary or
affiliate need not satisfy the criteria set forth above; however, in such
instance, the assigning Servicer will remain liable for the servicing
obligations under the related Agreement. Any entity into which the Servicer is
merged or consolidated or any successor corporation resulting from any merger,
conversion or consolidation will succeed to the Servicer's obligations under the
related Agreement, provided that such successor or surviving entity meets the
requirements for a successor Servicer set forth above.

in good faith pursuant to the related Agreement, or for errors in judgment;
provided, however, that neither the Servicer nor any such person will be
protected against any breach of warranty or representations made under such
Agreement, or the failure to perform its obligations in compliance with any
standard of care set forth in such Agreement, or liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of their duties or by reason of reckless disregard of their
obligations and duties thereunder. Each Agreement will further provide that the
Servicer and any director, officer, employee or agent of the Servicer is
entitled to indemnification from the related Trust Fund and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to the Agreement or the Securities, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties thereunder or by reason of reckless
disregard of obligations and duties thereunder. In addition, the related
Agreement will provide that the Servicer is not under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its
servicing responsibilities under such Agreement which, in its opinion, may
involve it in any expense or liability. The Servicer may, in its discretion,
undertake any such action which it may deem necessary or desirable with respect
to the related Agreement and the rights and duties of the parties thereto and
the interests of the Holders thereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom may be expenses,
costs, and liabilities of the Trust Fund and the Servicer may be entitled to be
reimbursed therefor out of the Collection Account.

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THE AGREEMENTS

The following summaries describe certain provisions of the Agreements. The
summaries do not purport to be complete and are subject to, and qualified in
their entirety by reference to, the provisions of the Agreements. Where
particular provisions or terms used in the Agreements are referred to, such
provisions or terms are as specified in the related Agreements.

ASSIGNMENT OF PRIMARY ASSETS

General. At the time of issuance of the Securities of a Series, the
Depositor will transfer, convey and assign to the Trust Fund all right, title
and interest of the Depositor in the Primary Assets and other property to be
transferred to the Trust Fund for a Series. Such assignment will include all
principal and interest due on or with respect to the Primary Assets after the
Cut-off Date specified in the related Prospectus Supplement (except for any
Retained Interests). The Trustee will, concurrently with such assignment,
execute and deliver the Securities.

Assignment of Loans. Unless otherwise specified in the related Prospectus
Supplement, the Depositor will, as to each Loan, deliver or cause to be
delivered to the Trustee, or, as specified in the related Prospectus Supplement,
a custodian on behalf of the Trustee (the 'Custodian'), the Mortgage Note
endorsed without recourse to the order of the Trustee or in blank, the original
Mortgage with evidence of recording indicated thereon (except for any Mortgage
not returned from the public recording office, in which case a copy of such

Mortgage will be delivered, together with a certificate that the original of
such Mortgage was delivered to such recording office) and an assignment of the
Mortgage in recordable form. The Trustee, or, if so specified in the related
Prospectus Supplement, the Custodian, will hold such documents in trust for the
benefit of the Holders.

Unless otherwise specified in the related Prospectus Supplement, the
Depositor will as to each Home Improvement Contract, deliver or cause to be
delivered to the Trustee (or the Custodian) the original Home Improvement
Contract and copies of documents and instruments related to each Home
Improvement Contract and, other than in the case of unsecured Home Improvement
Contracts, the security interest in the property securing such Home Improvement
Contract. In order to give notice of the right, title and interest of
Securityholders to the Home Improvement Contracts, the Depositor will cause a
UCC-1 financing statement to be executed by the Depositor or the Seller
identifying the Trustee as the secured party and identifying all Home
Improvement Contracts as collateral. Unless otherwise specified in the related
Prospectus Supplement, the Home Improvement Contracts will not be stamped or
otherwise marked to reflect their assignment to the Trust. Therefore, if,
through negligence, fraud or otherwise, a subsequent purchaser were able to take
physical possession of the Home Improvement Contracts without notice of such
assignment, the interest of Securityholders in the Home Improvement Contracts
could be defeated. See 'CERTAIN LEGAL ASPECTS OF THE LOANS--The Home Improvement
Contracts.'

With respect to Loans secured by Mortgages, if so specified in the related
Prospectus Supplement, the Depositor will, at the time of issuance of the
Securities, cause assignments to the Trustee of the Mortgages relating to the
Loans for a Series to be recorded in the appropriate public office for real
property records, except in states where, in the opinion of counsel acceptable
to the Trustee, such recording is not required to protect the Trustee's interest
in the related Loans. If specified in the related Prospectus Supplement, the
Depositor will cause such assignments to be so recorded within the time after
issuance of the Securities as is specified in the related Prospectus Supplement,
in which event, the Agreement may, as specified in the related Prospectus
Supplement, require the Depositor to repurchase from the Trustee any Loan the
related Mortgage of which is not recorded within such time, at the price
described below with respect to repurchases by reason of defective
documentation. Unless otherwise provided in the related Prospectus Supplement,
the enforcement of the repurchase obligation would constitute the sole remedy
available to the Holders or the Trustee for the failure of a Mortgage to be
recorded.

Each Loan will be identified in a schedule appearing as an exhibit to the
related Agreement (the 'Loan Schedule'). Such Loan Schedule will specify with
respect to each Loan: the original principal amount and unpaid principal balance
as of the Cut-off Date; the current interest rate; the current Scheduled Payment
of principal and interest; the maturity date, if any, of the related Mortgage
Note; if the Loan is an adjustable rate Loan, the Lifetime Rate Cap, if any, and
the current index.

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Assignment of Private Securities. The Depositor will cause Private

Securities to be registered in the name of the Trustee (or its nominee or
correspondent). The Trustee (or its nominee or correspondent) will have
possession of any certificated Private Securities. Unless otherwise specified in
the related Prospectus Supplement, the Trustee will not be in possession of or
be assignee of record of any underlying assets for a Private Security. See 'THE
TRUST FUNDS--Private Securities' herein. Each Private Security will be
identified in a schedule appearing as an exhibit to the related Agreement (the
'Certificate Schedule'), which will specify the original principal amount,
outstanding principal balance as of the Cut-off Date, annual pass-through rate
or interest rate and maturity date for each Private Security conveyed to the
Trust Fund. In the Agreement, the Depositor will represent and warrant to the
Trustee regarding the Private Securities: (i) that the information contained in
the Certificate Schedule is true and correct in all material respects; (ii)
that, immediately prior to the conveyance of the Private Securities, the
Depostior had good title thereto, and was the sole owner thereof (subject to any
Retained Interest); (iii) that there has been no other sale by it of such
Private Securities; and (iv) that there is no existing lien, charge, security
interest or other encumbrance (other than any Retained Interest) on such Private
Securities.

Repurchase and Substitution of Non-Conforming Primary Assets. Unless
otherwise provided in the related Prospectus Supplement, if any document in the
file relating to the Primary Assets delivered by the Depositor to the Trustee
(or Custodian) is found by the Trustee within 90 days of the execution of the
related Agreement (or promptly after the Trustee's receipt of any document
permitted to be delivered after the Closing Date) to be defective in any
material respect and the Depositor or Seller does not cure such defect within 90
days, or within such other period specified in the related Prospectus
Supplement, the Depositor or Seller will, not later than 90 days or within such
other period specified in the related Prospectus Supplement, after the Trustee's
notice to the Depositor or the Seller, as the case may be, of the defect,
repurchase the related Primary Asset or any property acquired in respect thereof
from the Trustee at a price equal to, unless otherwise specified in the related
Prospectus Supplement, (a) the lesser of (i) the outstanding principal balance
of such Primary Asset and (ii) the Trust Fund's federal income tax basis in the
Primary Asset and (b) accrued and unpaid interest to the date of the next
scheduled payment on such Primary Asset at the rate set forth in the related
Agreement (less any unreimbursed Advances respecting such Primary Asset),
provided, however, the purchase price shall not be limited in (i) above to the
Trust Fund's federal income tax basis if the repurchase at a price equal to the
outstanding principal balance of such Primary Asset will not result in any
prohibited transaction tax under Section 860F(a) of the Code.

If provided in the related Prospectus Supplement, the Depositor or Seller,
as the case may be, may, rather than repurchase the Primary Asset as described
above, remove such Primary Asset from the Trust Fund (the 'Deleted Primary
Asset') and substitute in its place one or more other Primary Assets (each, a
'Qualifying Substitute Primary Asset') provided, however, that (i) with respect
to a Trust Fund for which no REMIC election is made, such substitution must be
effected within 120 days of the date of initial issuance of the Securities and
(ii) with respect to a Trust Fund for which a REMIC election is made, after a
specified time period, the Trustee must have received a satisfactory opinion of
counsel that such substitution will not cause the Trust Fund to lose its status
as a REMIC or otherwise subject the Trust Fund to a prohibited transaction tax.

Unless otherwise specified in the related Prospectus Supplement, any
Qualifying Substitute Primary Asset will have, on the date of substitution, (i)
an outstanding principal balance, after deduction of all Scheduled Payments due
in the month of substitution, not in excess of the outstanding principal balance
of the Deleted Primary Asset (the amount of any shortfall to be deposited to the
Certificate Account in the month of substitution for distribution to Holders),
(ii) an interest rate not less than (and not more than 2% greater than) the
interest rate of the Deleted Primary Asset, (iii) a remaining term-to-stated
maturity not greater than (and not more than two years less than) that of the
Deleted Primary Asset, and will comply with all of the representations and
warranties set forth in the applicable agreement as of the date of substitution.

Unless otherwise provided in the related Prospectus Supplement, the
above-described cure, repurchase or substitution obligations constitute the sole
remedies available to the Holders or the Trustee for a material defect in a
document for a Primary Asset.

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material respects within the time period specified in the related Prospectus
Supplement after notification by the Trustee of such breach, and if such breach
is of a nature that materially and adversely affects the value of such Primary
Asset, the Depositor or such entity is obligated to repurchase the affected
Primary Asset or, if provided in the related Prospectus Supplement, provide a
Qualifying Substitute Primary Asset therefor, subject to the same conditions and
limitations on purchases and substitutions as described above.

The Depositor's only source of funds to effect any cure, repurchase or
substitution will be through the enforcement of the corresponding obligations of
the responsible originator or Seller of such Primary Assets. See 'RISK
FACTORS--Limited Assets.'

No Holder of Securities of a Series, solely by virtue of such Holder's
status as a Holder, will have any right under the applicable Agreement for such
Series to institute any proceeding with respect to such Agreement, unless such
Holder previously has given to the Trustee for such Series written notice of
default and unless the Holders of Securities evidencing not less than 51% of the
aggregate voting rights of the Securities for such Series have made written
request upon the Trustee to institute such proceeding in its own name as Trustee
thereunder and have offered to the Trustee reasonable indemnity, and the Trustee
for 60 days has neglected or refused to institute any such proceeding.

REPORTS TO HOLDERS

The Trustee or other entity specified in the related Prospectus Supplement
will prepare and forward to each Holder on each Distribution Date, or as soon
thereafter as is practicable, a statement setting forth, to the extent
applicable to any Series, among other things:

(i) the amount of principal distributed to holders of the related
Securities and the outstanding principal balance of such Securities
following such distribution;

(ii) the amount of interest distributed to holders of the related
Securities and the current interest on such Securities;

(iii) the amounts of (a) any overdue accrued interest included in such
distribution, (b) any remaining overdue accrued interest with respect to
such Securities or (c) any current shortfall in amounts to be distributed
as accrued interest to holders of such Securities;

(iv) the amounts of (a) any overdue payments of scheduled principal
included in such distribution, (b) any remaining overdue principal amounts
with respect to such Securities, (c) any current shortfall in receipt of
scheduled principal payments on the related Primary Assets or (d) any
realized losses or Liquidation Proceeds to be allocated as reductions in
the outstanding principal balances of such Securities;

(v) the amount received under any related Enhancement, and the
remaining amount available under such Enhancement;

(vi) the amount of any delinquencies with respect to payments on the
related Primary Assets;

(vii) the book value of any REO Property acquired by the related Trust
Fund; and

(viii) such other information as specified in the related Agreement.

In addition, within a reasonable period of time after the end of each
calendar year the Trustee, unless otherwise specified in the related Prospectus
Supplement, will furnish to each Holder of record at any time during such
calendar year: (a) the aggregate of amounts reported pursuant to (i), (ii), and
(iv)(d) above for such calendar year and (b) such information specified in the
related Agreement to enable Holders to prepare their tax returns including,
without limitation, the amount of original issue discount accrued on the
Securities, if applicable. Information in the Distribution Date and annual
statements provided to the Holders will not have been examined and reported upon
by an independent public accountant. However, the Servicer will provide to the
Trustee a report by independent public accountants with respect to the
Servicer's servicing of the Loans. See 'SERVICING OF LOANS--Evidence as to
Compliance' herein.

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EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT

unremedied for the number of days specified in the related Prospectus Supplement
after the giving of written notice of such failure to the Servicer by the
Trustee for such Series, or to the Servicer and the Trustee by the Holders of
such Series evidencing not less than 25% of the aggregate voting rights of the
Holders for such Series, (ii) any failure by the Servicer duly to observe or
perform in any material respect any other of its covenants or agreements in the
applicable Agreement which continues unremedied for the number of days specified
in the related Prospectus Supplement after the giving of written notice of such
failure to the Servicer by the Trustee, or to the Servicer and the Trustee by
the Holders of such Series evidencing not less than 25% of the aggregate voting
rights of the Holders and (iii) certain events of insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings and certain
actions by the Servicer indicating its insolvency, reorganization or inability
to pay its obligations.

So long as an Event of Default remains unremedied under the applicable
Agreement for a Series of Securities relating to the Servicing of Loans, unless
otherwise specified in the related Prospectus Supplement, the Trustee for such
Series or Holders of Securities of such Series evidencing not less than 51% of
the aggregate voting rights of the Securities for such Series may terminate all
of the rights and obligations of the Servicer as servicer under the applicable
Agreement (other than its right to recovery of other expenses and amounts
advanced pursuant to the terms of such Agreement which rights the Servicer will
retain under all circumstances), whereupon the Trustee will succeed to all the
responsibilities, duties and liabilities of the Servicer under such Agreement
and will be entitled to reasonable servicing compensation not to exceed the
applicable servicing fee, together with other servicing compensation in the form
of assumption fees, late payment charges or otherwise as provided in such
Agreement.

In the event that the Trustee is unwilling or unable so to act, it may
select, or petition a court of competent jurisdiction to appoint, a finance
institution, bank or loan servicing institution with a net worth specified in
the related Prospectus Supplement to act as successor Servicer under the
provisions of the applicable Agreement. The successor Servicer would be entitled
to reasonable servicing compensation in an amount not to exceed the Servicing
Fee as set forth in the related Prospectus Supplement, together with the other
servicing compensation in the form of assumption fees, late payment charges or
otherwise, as provided in such Agreement.

During the continuance of any Event of Default of a Servicer under an
Agreement for a Series of Securities, the Trustee for such Series will have the
right to take action to enforce its rights and remedies and to protect and
enforce the rights and remedies of the Holders of such Series, and, unless
otherwise specified in the related Prospectus Supplement, Holders of Securities
evidencing not less than 51% of the aggregate voting rights of the Securities
for such Series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred upon that Trustee. However, the Trustee will not be under any
obligation to pursue any such remedy or to exercise any of such trusts or powers
unless such Holders have offered the Trustee reasonable security or indemnity
against the cost, expenses and liabilities which may be incurred by the Trustee
therein or thereby. Also, the Trustee may decline to follow any such direction
if the Trustee determines that the action or proceeding so directed may not

lawfully be taken or would involve it in personal liability or be unjustly
prejudicial to the nonassenting Holders.

Indenture. Unless otherwise specified in the related Prospectus
Supplement, Events of Default under the Indenture for each Series of Notes
include: (i) a default for thirty (30) days or more in the payment of any
principal of or interest on any Note of such Series; (ii) failure to perform any
other covenant of the Depositor or the Trust Fund in the Indenture which
continues for a period of sixty (60) days after notice thereof is given in
accordance with the procedures described in the related Prospectus Supplement;
(iii) any representation or warranty made by the Depositor or the Trust Fund in
the Indenture or in any certificate or other writing delivered pursuant thereto
or in connection therewith with respect to or affecting such Series having been
incorrect in a material respect as of the time made, and such breach is not
cured within sixty (60) days after notice thereof is given in accordance with
the procedures described in the related Prospectus Supplement; (iv) certain
events of

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bankruptcy, insolvency, receivership or liquidation of the Depositor or the
Trust Fund; or (v) any other Event of Default provided with respect to Notes of
that Series.

If an Event of Default with respect to the Notes of any Series at the time
outstanding occurs and is continuing, either the Trustee or the holders of a
majority of the then aggregate outstanding amount of the Notes of such Series
may declare the principal amount (or, if the Notes of that Series are Zero
Coupon Securities, such portion of the principal amount as may be specified in
the terms of that Series, as provided in the related Prospectus Supplement) of
all the Notes of such Series to be due and payable immediately. Such declaration
may, under certain circumstances, be rescinded and annulled by the holders of a
majority in aggregate outstanding amount of the Notes of such Series.

If, following an Event of Default with respect to any Series of Notes, the
Notes of such Series have been declared to be due and payable, the Trustee may,
in its discretion, notwithstanding such acceleration, elect to maintain
possession of the collateral securing the Notes of such Series and to continue
to apply distributions on such collateral as if there had been no declaration of
acceleration if such collateral continues to provide sufficient funds for the
payment of principal of and interest on the Notes of such Series as they would
have become due if there had not been such a declaration. In addition, the
Trustee may not sell or otherwise liquidate the collateral securing the Notes of
a Series following an Event of Default, other than a default in the payment of
any principal or interest on any Note of such Series for thirty (30) days or
more, unless (a) the holders of 100% of the then aggregate outstanding amount of
the Notes of such Series consent to such sale, (b) the proceeds of such sale or
liquidation are sufficient to pay in full the principal of and accrued interest,
due and unpaid, on the outstanding Notes of such Series at the date of such sale
or (c) the Trustee determines that such collateral would not be sufficient on an
ongoing basis to make all payments on such Notes as such payments would have
become due if such Notes had not been declared due and payable, and the Trustee
obtains the consent of the holders of 66 2/3% of the then aggregate outstanding
amount of the Notes of such Series.

In the event that the Trustee liquidates the collateral in connection with
an Event of Default involving a default for thirty (30) days or more in the
payment of principal of or interest on the Notes of a Series, the Indenture
provides that the Trustee will have a prior lien on the proceeds of any such
liquidation for unpaid fees and expenses. As a result, upon the occurrence of
such an Event of Default, the amount available for distribution to the
Noteholders would be less than would otherwise be the case. However, the Trustee
may not institute a proceeding for the enforcement of its lien except in
connection with a proceeding for the enforcement of the lien of the Indenture
for the benefit of the Noteholders after the occurrence of such an Event of
Default.

Unless otherwise specified in the related Prospectus Supplement, in the
event the principal of the Notes of a Series is declared due and payable, as
described above, the holders of any such Notes issued at a discount from par may
be entitled to receive no more than an amount equal to the unpaid principal
amount thereof less the amount of such discount which is unamortized.

Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing with respect
to a Series of Notes, the Trustee shall be under no obligation to exercise any
of the rights or powers under the Indenture at the request or direction of any
of the holders of Notes of such Series, unless such holders offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in complying with such request or
direction. Subject to such provisions for indemnification and certain
limitations contained in the Indenture, the holders of a majority of the then
aggregate outstanding amount of the Notes of such Series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Notes of such Series, and the holders of a majority
of the then aggregate outstanding amount of the Notes of such Series may, in
certain cases, waive any default with respect thereto, except a default in the
payment of principal or interest or a default in respect of a covenant or
provision of the Indenture that cannot be modified without the waiver or consent
of all the holders of the outstanding Notes of such Series affected thereby.

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THE TRUSTEE

trustee or co-trustee who shall exercise and perform such rights, powers, duties
and obligations solely at the direction of the Trustee. The Trustee may also
appoint agents to perform any of the responsibilities of the Trustee, which
agents shall have any or all of the rights, powers, duties and obligations of
the Trustee conferred on them by such appointment; provided that the Trustee
shall continue to be responsible for its duties and obligations under the
Agreement.

DUTIES OF THE TRUSTEE

The Trustee makes no representations as to the validity or sufficiency of
the Agreement, the Securities or of any Primary Asset or related documents. If
no Event of Default (as defined in the related Agreement) has occurred, the
Trustee is required to perform only those duties specifically required of it
under the Agreement. Upon receipt of the various certificates, statements,
reports or other instruments required to be furnished to it, the Trustee is
required to examine them to determine whether they are in the form required by
the related Agreement; however, the Trustee will not be responsible for the
accuracy or content of any such documents furnished by it or the Holders to the
Servicer under the Agreement.

The Trustee may be held liable for its own negligent action or failure to
act, or for its own misconduct; provided, however, that the Trustee will 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 in an
Event of Default. The Trustee is not required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
under the Agreement, or in the exercise of any of its rights or powers, if it
has reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

RESIGNATION OF TRUSTEE

The Trustee may, upon written notice to the Depositor, resign at any time,
in which event the Depositor will be obligated to use its best efforts to
appoint a successor Trustee. If no successor Trustee has been appointed and has
accepted the appointment within 30 days after giving such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for
appointment of a successor Trustee. The Trustee may also be removed at any time
(i) if the Trustee ceases to be eligible to continue as such under the
Agreement, (ii) if the Trustee becomes insolvent or (iii) by the Holders of
Securities evidencing over 50% of the aggregate voting rights of the Securities
in the Trust Fund upon written notice to the Trustee and to the Depositor. Any
resignation or removal of the Trustee and appointment of a successor Trustee
will not become effective until acceptance of the appointment by the successor
Trustee.

AMENDMENT OF AGREEMENT

provision therein, (iii) to add to the duties of the Depositor, the Trust Fund
or Servicer, (iv) to add any other provisions with respect to matters or
questions arising under such Agreement or related Enhancement, (v) to add or
amend any provisions of such Agreement as required by a Rating Agency in order
to maintain or improve the rating of the Securities, or (vi) to comply with any
requirements imposed by the Code; provided that any such amendment except
pursuant to clause (vi) above will not adversely affect in any material respect
the interests of any Holders of such Series, as evidenced by an

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opinion of counsel. Any such amendment except pursuant to clause (vi) of the
preceding sentence shall be deemed not to adversely affect in any material
respect the interests of any Holder if the Trustee receives written confirmation
from each Rating Agency rating such Securities that such amendment will not
cause such Rating Agency to reduce the then current rating thereof. Unless
otherwise specified in the Prospectus Supplement, the Agreement for each Series
may also be amended by the Trustee, the Servicer, if applicable, and the
Depositor with respect to such Series with the consent of the Holders possessing
not less than 66 2/3% of the aggregate outstanding principal amount of the
Securities of such Series or, if only certain Classes of such Series are
afffected by such amendment, 66 2/3% of the aggregate outstanding principal
amount of the Securities of each Class of such Series affected thereby, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of such Agreement or modifying in any manner the rights of
Holders of such Series; provided, however, that no such amendment may (a) reduce
the amount or delay the timing of payments on any Security without the consent
of the Holder of such Security; or (b) reduce the aforesaid percentage of the
aggregate outstanding principal amount of Securities of each Class, the Holders
of which are required to consent to any such amendment without the consent of
the Holders of 100% of the aggregate outstanding principal amount of each Class
of Securities affected thereby.

VOTING RIGHTS

The related Prospectus Supplement will set forth the method of determining
allocation of voting rights with respect to a Series.

LIST OF HOLDERS

Upon written request of three or more Holders of record of a Series for
purposes of communicating with other Holders with respect to their rights under
the Agreement, which request is accompanied by a copy of the communication which
such Holders propose to transmit, the Trustee will afford such Holders access
during business hours to the most recent list of Holders of that Series held by
the Trustee.

No Agreement will provide for the holding of any annual or other meeting of
Holders.

REMIC ADMINISTRATOR

For any Series with respect to which a REMIC election is made, preparation
of certain reports and certain other administrative duties with respect to the

Trust Fund may be performed by a REMIC administrator, who may be an affiliate of
the Depositor.

TERMINATION

Pooling and Servicing Agreement; Trust Agreement. The obligations created
by the Pooling and Servicing Agreement or Trust Agreement for a Series will
terminate upon the distribution to Holders of all amounts distributable to them
pursuant to such Agreement after the earlier of (i) the later of (a) the final
payment or other liquidation of the last Primary Asset remaining in the Trust
Fund for such Series and (b) the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure or repossession in respect of any
Primary Asset or (ii) the repurchase, as described below, by the Servicer or
other entity specified in the related Prospectus Supplement from the Trustee for
such Series of all Primary Assets and other property at that time subject to
such Agreement. The Agreement for each Series permits, but does not require, the
Servicer or other entity specified in the related Prospectus Supplement to
purchase from the Trust Fund for such Series all remaining Primary Assets at a
price equal to, unless otherwise specified in the related Prospectus Supplement,
100% of the aggregate Principal Balance of such Primary Assets plus, with
respect to any property acquired in respect of a Primary Asset, if any, the
outstanding Principal Balance of the related Primary Asset at the time of
foreclosure, less, in either case, related unreimbursed Advances (in the case of
the Primary Assets, only to the extent not already reflected in the computation
of the aggregate Principal Balance of such Primary Assets) and unreimbursed
expenses (that are reimbursable pursuant to the terms of the Pooling and
Servicing Agreement) plus, in either case, accrued interest thereon at the
weighted average rate on the related Primary Assets through the last day of the
Due Period in which such repurchase occurs; provided, however, that if an
election is made for treatment as a REMIC under the Code, the repurchase price
may equal the greater of (a) 100% of the aggregate Principal Balance of such
Primary Assets, plus accrued interest thereon at the applicable net rates on the
Primary Assets

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through the last day of the month of such repurchase and (b) the aggregate fair
market value of such Primary Assets plus the fair market value of any property
acquired in respect of a Primary Asset and remaining in the Trust Fund. The
exercise of such right will effect early retirement of the Securities of such
Series, but such entity's right to so purchase is subject to the aggregate
Principal Balance of the Primary Assets at the time of repurchase being less
than a fixed percentage, to be set forth in the related Prospectus Supplement,
of the aggregate Principal Balance of the Primary Assets as of the Cut-off Date.
In no event, however, will the trust created by the Agreement continue beyond
the expiration of 21 years from the death of the last survivor of certain
persons identified therein. For each Series, the Servicer or the Trustee, as
applicable, will give written notice of termination of the Agreement to each
Holder, and the final distribution will be made only upon surrender and
cancellation of the Securities at an office or agency specified in the notice of
termination. If so provided in the related Prospectus Supplement for a Series,
the Depositor or another entity may effect an optional termination of the Trust
Fund under the circumstances described in such Prospectus Supplement. See
'DESCRIPTION OF THE SECURITIES--Optional Purchase or Termination' herein.

Indenture. The Indenture will be discharged with respect to a Series of
Notes (except with respect to certain continuing rights specified in the
Indenture) upon the delivery to the Trustee for cancellation of all the Notes of
such Series or, with certain limitations, upon deposit with the Trustee of funds
sufficient for the payment in full of all of the Notes of such Series.

In addition to such discharge with certain limitations, the Indenture will
provide that, if so specified with respect to the Notes of any Series, the
related Trust Fund will be discharged from any and all obligations in respect of
the Notes of such Series (except for certain obligations relating to temporary
Notes and exchange of Notes, to register the transfer of or exchange Notes of
such Series, to replace stolen, lost or mutilated Notes of such Series, to
maintain paying agencies and to hold monies for payment in trust) upon the
deposit with the Trustee, in trust, of money and/or direct obligations of or
obligations guaranteed by the United States of America which through the payment
of interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
installment of interest on the Notes of such Series on the Last Scheduled
Distribution Date for such Notes and any installment of interest on such Notes
in accordance with the terms of the Indenture and the Notes of such Series. In
the event of any such defeasance and discharge of Notes of such Series, holders
of Notes of such Series would be able to look only to such money and/or direct
obligations for payment of principal and interest, if any, on their Notes until
maturity.

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CERTAIN LEGAL ASPECTS OF LOANS

The following discussion contains summaries of certain legal aspects of
mortgage loans, home improvement installment sales contracts and home
improvement installment loan agreements which are general in nature. Because
certain of such legal aspects are governed by applicable state law (which laws
may differ substantially), the summaries do not purport to be complete nor
reflect the laws of any particular state, nor encompass the laws of all states
in which the properties securing the Loans are situated. The summaries are
qualified in their entirety by reference to the applicable federal and state
laws governing the Loans.

MORTGAGES

The Loans for a Series will and certain Home Improvement Contracts for a
Series may be secured by either mortgages or deeds of trust or deeds to secure
debt (such Mortgage Loans and Home Improvement Contracts are hereinafter
referred to in this section as 'mortgage loans'), depending upon the prevailing
practice in the state in which the property subject to a mortgage loan is
located. The filing of a mortgage, deed of trust or deed to secure debt creates
a lien or title interest upon the real property covered by such instrument and
represents the security for the repayment of an obligation that is customarily
evidenced by a promissory note. It is not prior to the lien for real estate
taxes and assessments or other charges imposed under governmental police powers
and may also be subject to other liens pursuant to the laws of the jurisdiction
in which the Mortgaged Property is located. Priority with respect to such

instruments depends on their terms, the knowledge of the parties to the mortgage
and generally on the order of recording with the applicable state, county or
municipal office. There are two parties to a mortgage, the mortgagor, who is the
borrower/property owner or the land trustee (as described below), and the
mortgagee, who is the lender. Under the mortgage instrument, the mortgagor
delivers to the mortgagee a note or bond and the mortgage. In the case of a land
trust, there are three parties because title to the property is held by a land
trustee under a land trust agreement of which the borrower/property owner is the
beneficiary; at origination of a mortgage loan, the borrower executes a separate
undertaking to make payments on the mortgage note. A deed of trust transaction
normally has three parties, the trustor, who is the borrower/property owner; the
beneficiary, who is the lender, and the trustee, a third-party grantee. Under a
deed of trust, the trustor grants the property, irrevocably until the debt is
paid, in trust, generally with a power of sale, to the trustee to secure payment
of the obligation. The mortgagee's authority under a mortgage and the trustee's
authority under a deed of trust are governed by the law of the state in which
the real property is located, the express provisions of the mortgage or deed of
trust, and, in some cases, in deed of trust transactions, the directions of the
beneficiary.

FORECLOSURE ON MORTGAGES

Foreclosure of a mortgage is generally accomplished by judicial action.
Generally, the action is initiated by the service of legal pleadings upon all
parties having an interest of record in the real property. Delays in completion
of the foreclosure occasionally may result from difficulties in locating
necessary parties defendant. When the mortgagee's right to foreclosure is
contested, the legal proceedings necessary to resolve the issue can be
time-consuming and expensive. After the completion of a judicial foreclosure
proceeding, the court may issue a judgment of foreclosure and appoint a receiver
or other officer to conduct the sale of the property. In some states, mortgages
may also be foreclosed by advertisement, pursuant to a power of sale provided in
the mortgage. Foreclosure of a mortgage by advertisement is essentially similar
to foreclosure of a deed of trust by non-judicial power of sale.

Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust which authorizes
the trustee to sell the property upon any default by the borrower under the
terms of the note or deed of trust. In certain states, such foreclosure also may
be accomplished by judicial action in the manner provided for foreclosure of
mortgages. In some states, the trustee must record a notice of default and send
a copy to the borrower-trustor and to any person who has recorded a request for
a copy of a notice of default and notice of sale. In addition, the trustee in
some states must provide notice to any other individual having an interest in
the real property, including any junior lienholders. If the deed of trust is not
reinstated within any applicable cure period, a notice of sale must be posted in
a public place and, in most states, published for a specified period of time in
one or more newspapers. In addition, some state laws require that a

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copy of the notice of sale be posted on the property and sent to all parties
having an interest of record in the property. The trustor, borrower, or any
person having a junior encumbrance on the real estate, may, during a

reinstatement period, cure the default by paying the entire amount in arrears
plus the costs and expenses incurred in enforcing the obligation. Generally,
state law controls the amount of foreclosure expenses and costs, including
attorney's fees, which may be recovered by a lender. If the deed of trust is not
reinstated, a notice of sale must be posted in a public place and, in most
states, published for a specified period of time in one or more newspapers. In
addition, some state laws require that a copy of the notice of sale be posted on
the property, recorded and sent to all parties having an interest in the real
property.

An action to foreclose a mortgage is an action to recover the mortgage debt
by enforcing the mortgagee's rights under the mortgage. It is regulated by
statutes and rules and subject throughout to the court's equitable powers.
Generally, a mortgagor is bound by the terms of the related mortgage note and
the mortgage as made and cannot be relieved from his default if the mortgagee
has exercised his rights in a commercially reasonable manner. However, since a
foreclosure action historically was equitable in nature, the court may exercise
equitable powers to relieve a mortgagor of a default and deny the mortgagee
foreclosure on proof that either the mortgagor's default was neither willful nor
in bad faith or the mortgagee's action established a waiver, fraud, bad faith,
or oppressive or unconscionable conduct such as to warrant a court of equity to
refuse affirmative relief to the mortgagee. Under certain circumstances a court
of equity may relieve the mortgagor from an entirely technical default where
such default was not willful.

A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses or counter-claims are interposed, sometimes requiring up to
several years to complete. Moreover, a non-collusive, regularly conducted
foreclosure sale may be challenged as a fraudulent conveyance, regardless of the
parties' intent, if a court determines that the sale was for less than fair
consideration and such sale occurred while the mortgagor was insolvent and
within one year (or within the state statute of limitations if the trustee in
bankruptcy elects to proceed under state fraudulent conveyance law) of the
filing of bankruptcy. Similarly, a suit against the debtor on the related
mortgage note may take several years and, generally, is a remedy alternative to
foreclosure, the mortgagee being precluded from pursuing both at the same time.

In the case of foreclosure under either a mortgage or a deed of trust, the
sale by the referee or other designated officer or by the trustee is a public
sale. However, because of the difficulty potential third party purchasers at the
sale have in determining the exact status of title and because the physical
condition of the property may have deteriorated during the foreclosure
proceedings, it is uncommon for a third party to purchase the property at a
foreclosure sale. Rather, it is common for the lender to purchase the property
from the trustee or referee for an amount which may be equal to the unpaid
principal amount of the mortgage note secured by the mortgage or deed of trust
plus accrued and unpaid interest and the expenses of foreclosure, in which event
the mortgagor's debt will be extinguished or the lender may purchase for a
lesser amount in order to preserve its right against a borrower to seek a
deficiency judgment in states where such a judgment is available. Thereafter,
subject to the right of the borrower in some states to remain in possession
during the redemption period, the lender will assume the burdens of ownership,
including obtaining hazard insurance, paying taxes and making such repairs at
its own expense as are necessary to render the property suitable for sale. The

lender will commonly obtain the services of a real estate broker and pay the
broker's commission in connection with the sale of the property. Depending upon
market conditions, the ultimate proceeds of the sale of the property may not
equal the lender's investment in the property. Any loss may be reduced by the
receipt of any mortgage guaranty insurance proceeds.

RIGHTS OF REDEMPTION

In some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the trustor or mortgagor and foreclosed junior lienors are given a
statutory period in which to redeem the property from the foreclosure sale. The
right of redemption should be distinguished from the equity of redemption, which
is a non-statutory right that must be exercised prior to the foreclosure sale.
In some states, redemption may occur only upon payment of the entire principal
balance of the loan, accrued interest and expenses of foreclosure. In other
states, redemption may be authorized if the former borrower pays only a portion
of the sums due. The effect of a statutory right of redemption is to diminish
the ability of the lender to sell the foreclosed property. The exercise

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of a right of redemption would defeat the title of any purchaser at a
foreclosure sale, or of any purchaser from the lender subsequent to foreclosure
or sale under a deed of trust. Consequently the practical effect of a right of
redemption is to force the lender to retain the property and pay the expenses of
ownership until the redemption period has run. In some states, there is no right
to redeem property after a trustee's sale under a deed of trust.

JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGES

The mortgage loans comprising or underlying the Primary Assets included in
the Trust Fund for a Series will be secured by mortgages or deeds of trust which
may be second or more junior mortgages to other mortgages held by other lenders
or institutional investors. The rights of the Trust Fund (and therefore the
Holders), as mortgagee under a junior mortgage, are subordinate to those of the
mortgagee under the senior mortgage, including the prior rights of the senior
mortgagee to receive hazard insurance and condemnation proceeds and to cause the
property securing the mortgage loan to be sold upon default of the mortgagor,
thereby extinguishing the junior mortgagee's lien unless the junior mortgagee
asserts its subordinate interest in the property in foreclosure litigation and,
possibly, satisfies the defaulted senior mortgage. A junior mortgagee may
satisfy a defaulted senior loan in full and, in some states, may cure such
default and bring the senior loan current, in either event adding the amounts
expended to the balance due on the junior loan. In most states, absent a
provision in the mortgage or deed of trust, no notice of default is required to
be given to a junior mortgagee.

or beneficiary under underlying senior mortgages will have the prior right to
collect any insurance proceeds payable under a hazard insurance policy and any
award of damages in connection with the condemnation and to apply the same to
the indebtedness secured by the senior mortgages. Proceeds in excess of the
amount of senior mortgage indebtedness, in most cases, may be applied to the
indebtedness of a junior mortgage.

Another provision sometimes found in the form of the mortgage or deed of
trust used by institutional lenders obligates the mortgagor to pay before
delinquency all taxes and assessments on the property and, when due, all
encumbrances, charges and liens on the property which appear prior to the
mortgage or deed of trust, to provide and maintain fire insurance on the
property, to maintain and repair the property and not to commit or permit any
waste thereof, and to appear in and defend any action or proceeding purporting
to affect the property or the rights of the mortgagee under the mortgage. Upon a
failure of the mortgagor to perform any of these obligations, the mortgagee is
given the right under certain mortgages to perform the obligation itself, at its
election, with the mortgagor agreeing to reimburse the mortgagee for any sums
expended by the mortgagee on behalf of the mortgagor. All sums so expended by
the mortgagee become part of the indebtedness secured by the mortgage.

The form of credit line trust deed or mortgage used by most institutional
lenders which make revolving home equity loans typically contains a 'future
advance' clause, which provides, in essence, that additional amounts advanced to
or on behalf of the borrower by the beneficiary or lender are to be secured by
the deed of trust or mortgage. The priority of the lien securing any advance
made under the clause may depend in most states on whether the deed of trust or
mortgage is called and recorded as a credit line deed of trust or mortgage. If
the beneficiary or lender advances additional amounts, the advance is entitled
to receive the same priority as amounts initially advanced under the trust deed
or mortgage, notwithstanding the fact that there may be junior trust deeds or
mortgages and other liens which intervene between the date of recording of the
trust deed or mortgage and the date of the future advance, and notwithstanding
that the beneficiary or lender had actual knowledge of such intervening junior
trust deeds or mortgages and other liens at the time of the advance. In most
states, the trust deed or mortgage lien securing mortgage loans of the type
which includes revolving home equity credit lines applies retroactively to the
date of the original recording of the trust deed or mortgage, provided that the
total amount of advances under the home equity credit line does not exceed the
maximum specified principal amount of the recorded trust deed or mortgage,
except as to advances made after receipt by the lender of a written notice of
lien from a judgment lien creditor of the trustor.

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ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS

Certain states have imposed statutory prohibitions which limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In some
states, statutes limit the right of the beneficiary or mortgagee to obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal in most cases to the difference between the net amount realized
upon the public sale of the real property and the amount due to the lender.

Other statutes require the beneficiary or mortgagee to exhaust the security
afforded under a deed of trust or mortgage by foreclosure in an attempt to
satisfy the full debt before bringing a personal action against the borrower. In
certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of these states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies with respect to the security. Consequently, the
practical effect of the election requirement, when applicable, is that lenders
will usually proceed first against the security rather than bringing a personal
action against the borrower. Finally, other statutory provisions limit any
deficiency judgment against the former borrower following a foreclosure sale to
the excess of the outstanding debt over the fair market value of the property at
the time of the public sale. The purpose of these statutes is generally to
prevent a beneficiary or a mortgagee from obtaining a large deficiency judgment
against the former borrower as a result of low or no bids at the foreclosure
sale.

In addition to laws limiting or prohibiting deficiency judgments, numerous
other statutory provisions, including the federal bankruptcy laws, the Federal
Soldiers' and Sailors' Relief Act, and state laws affording relief to debtors,
may interfere with or affect the ability of the secured lender to realize upon
collateral and/or enforce a deficiency judgment. For example, with respect to
federal bankruptcy law, the filing of a petition acts as a stay against the
enforcement of remedies for collection of a debt. Moreover, a court with federal
bankruptcy jurisdiction may permit a debtor through a Chapter 13 Bankruptcy Code
rehabilitative plan to cure a monetary default with respect to a loan on a
debtor's residence by paying arrearages within a reasonable time period and
reinstating the original loan payment schedule even though the lender
accelerated the loan and the lender has taken all steps to realize upon his
security (provided no sale of the property has yet occurred) prior to the filing
of the debtor's Chapter 13 petition. Some courts with federal bankruptcy
jurisdiction have approved plans, based on the particular facts of the
reorganization case, that effected the curing of a loan default by permitting
the obligor to pay arrearages over a number of years.

Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan may be modified if the borrower has filed a petition
under Chapter 13. These courts have suggested that such modifications may
include reducing the amount of each monthly payment, changing the rate of
interest, altering the repayment schedule and reducing the lender's security
interest to the value of the residence, thus leaving the lender a general
unsecured creditor for the difference between the value of the residence and the
outstanding balance of the loan. Federal bankruptcy law and limited case law
indicate that the foregoing modifications could not be applied to the terms of a
loan secured by property that is the principal residence of the debtor. In all
cases, the secured creditor is entitled to the value of its security plus
post-petition interest, attorney's fees and costs to the extent the value of the
security exceeds the debt.

bankruptcy. The loan term may be extended, the interest rate may be adjusted to
market rates and the priority of the loan may be subordinated to bankruptcy
court-approved financing. The bankruptcy court can, in effect, invalidate
due-on-sale clauses through confirmed Chapter 11 plans of reorganization.

The Bankruptcy Code provides priority to certain tax liens over the
lender's security. This may delay or interfere with the enforcement of rights in
respect of a defaulted Loan. In addition, substantive requirements are imposed
upon lenders in connection with the organization and the servicing of mortgage
loans by numerous federal and some state consumer protection laws. The laws
include the federal Truth-in-Lending Act, Real Estate Settlement Procedures Act,
Equal Credit Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act
and related statutes and regulations. These federal laws impose specific
statutory liabilities upon lenders who

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originate loans and who fail to comply with the provisions of the law. In some
cases, this liability may affect assignees of the loans.

DUE-ON-SALE CLAUSES IN MORTGAGE LOANS

Due-on-sale clauses permit the lender to accelerate the maturity of the
loan if the borrower sells or transfers, whether voluntarily or involuntarily,
all or part of the real property securing the loan without the lender's prior
written consent. The enforceability of these clauses has been the subject of
legislation or litigation in many states, and in some cases, typically involving
single family residential mortgage transactions, their enforceability has been
limited or denied. In any event, the Garn-St. Germain Depository Institutions
Act of 1982 (the 'Garn-St. Germain Act') preempts state constitutional,
statutory and case law that prohibits the enforcement of due-on-sale clauses and
permits lenders to enforce these clauses in accordance with their terms, subject
to certain exceptions. As a result, due-on-sale clauses have become generally
enforceable except in those states whose legislatures exercised their authority
to regulate the enforceability of such clauses with respect to mortgage loans
that were (i) originated or assumed during the 'window period' under the
Garn-St. Germain Act which ended in all cases not later than October 15, 1982,
and (ii) originated by lenders other than national banks, federal savings
institutions and federal credit unions. FHLMC has taken the position in its
published mortgage servicing standards that, out of a total of eleven 'window
period states,' five states (Arizona, Michigan, Minnesota, New Mexico and Utah)
have enacted statutes extending, on various terms and for varying periods, the
prohibition on enforcement of due-on-sale clauses with respect to certain
categories of window period loans. Also, the Garn-St. Germain Act does
'encourage' lenders to permit assumption of loans at the original rate of
interest or at some other rate less than the average of the original rate and
the market rate.

In addition, under federal bankruptcy law, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from such bankruptcy proceeding.

ENFORCEABILITY OF PREPAYMENT AND LATE PAYMENT FEES

Forms of notes, mortgages and deeds of trust used by lenders may contain
provisions obligating the borrower to pay a late charge if payments are not
timely made, and in some circumstances may provide for prepayment fees or
penalties if the obligation is paid prior to maturity. In certain states, there
are or may be specific limitations upon the late charges which a lender may
collect from a borrower for delinquent payments. Certain states also limit the
amounts that a lender may collect from a borrower as an additional charge if the
loan is prepaid. Late charges and prepayment fees are typically retained by
servicers as additional servicing compensation.

EQUITABLE LIMITATIONS ON REMEDIES

In connection with lenders' attempts to realize upon their security, courts
have invoked general equitable principles. The equitable principles are
generally designed to relieve the borrower from the legal effect of his defaults
under the loan documents. Examples of judicial remedies that have been fathomed
include judicial requirements that the lender undertake affirmative and
expensive actions to determine the causes of the borrower's default and the
likelihood that the borrower will be able to reinstate the loan. In some cases,
courts have substituted their judgment for the lender's judgment and have
required that lenders reinstate loans or recast payment schedules in order to
accommodate borrowers who are suffering from temporary financial disability. In
other cases, courts have limited the right of a lender to realize upon his
security if the default under the security agreement is not monetary, such as
the borrower's failure to adequately maintain the property or the borrower's
execution of secondary financing affecting the property. Finally, some courts
have been faced with the issue of whether or not federal or state constitutional
provisions reflecting due process concerns for adequate notice require that
borrowers under security agreements receive notices in addition to the
statutorily-prescribed minimums. For the most part, these cases have upheld the
notice provisions as being reasonable or have found that, in cases involving the
sale by a trustee under a deed of trust or by a mortgagee under a mortgage
having a power of sale, there is insufficient state action to afford
constitutional protections to the borrower.

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Most conventional single-family mortgage loans may be prepaid in full or in
part without penalty. The regulations of the Federal Home Loan Bank Board
prohibit the imposition of a prepayment penalty or equivalent fee for or in
connection with the acceleration of a loan by exercise of a due-on-sale clause.
A mortgagee to whom a prepayment in full has been tendered may be compelled to
give either a release of the mortgage or an instrument assigning the existing
mortgage. The absence of a restraint on prepayment, particularly with respect to
mortgage loans having higher mortgage rates, may increase the likelihood of
refinancing or other early retirements of such mortgage loans.

APPLICABILITY OF USURY LAWS

of 1980. The Federal Home Loan Bank Board is authorized to issue rules and
regulations and to publish interpretations governing implementation of Title V.
Title V authorizes any state to reimpose interest rate limits by adopting,
before April 1, 1983, a state law, or by certifying that the voters of such
state have voted in favor of any provision, constitutional or otherwise, which
expressly rejects an application of the federal law. Fifteen states adopted such
a law prior to the April 1, 1983 deadline. In addition, even where Title V is
not so rejected, any state is authorized by the law to adopt a provision
limiting discount points or other charges on mortgage loans covered by Title V.

THE HOME IMPROVEMENT CONTRACTS

General

The Home Improvement Contracts, other than those Home Improvement Contracts
that are unsecured or secured by mortgages on real estate (such Home Improvement
Contracts are hereinafter referred to in this section as 'contracts') generally
are 'chattel paper' or constitute 'purchase money security interests' each as
defined in the Uniform Commercial Code (the 'UCC'). Pursuant to the UCC, the
sale of chattel paper is treated in a manner similar to perfection of a security
interest in chattel paper. Under the related Agreement, the Depositor will
transfer physical possession of the contracts to the Trustee or a designated
custodian or may retain possession of the contracts as custodian for the
Trustee. In addition, the Depositor will make an appropriate filing of a UCC-1
financing statement in the appropriate states to give notice of the Trustee's
ownership of the contracts. Unless otherwise specified in the related Prospectus
Supplement, the contracts will not be stamped or otherwise marked to reflect
their assignment from the Depositor to the Trustee. Therefore, if through
negligence, fraud or otherwise, a subsequent purchaser were able to take
physical possession of the contracts without notice of such assignment, the
Trustee's interest in the contracts could be defeated.

Security Interests in Home Improvements

The contracts that are secured by the Home Improvements financed thereby
grant to the originator of such contracts a purchase money security interest in
such Home Improvements to secure all or part of the purchase price of such Home
Improvements and related services. A financing statement generally is not
required to be filed to perfect a purchase money security interest in consumer
goods. Such purchase money security interests are assignable. In general, a
purchase money security interest grants to the holder a security interest that
has priority over a conflicting security interest in the same collateral and the
proceeds of such collateral. However, to the extent that the collateral subject
to a purchase money security interest becomes a fixture, in order for the
related purchase money security interest to take priority over a conflicting
interest in the fixture, the holder's interest in such Home Improvement must
generally be perfected by a timely fixture filing. In general, under the UCC, a
security interest does not exist under the UCC in ordinary building material
incorporated into an improvement on land. Home Improvement Contracts that
finance lumber, bricks, other types of ordinary building material or other goods
that are deemed to lose such characterization, upon incorporation of such
materials into the related property, will not be secured by a purchase money
security interest in the Home Improvement being financed.

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Enforcement of Security Interest in Home Improvements

So long as the Home Improvement has not become subject to the real estate
law, a creditor can repossess a Home Improvement securing a contract by
voluntary surrender, by 'self-help' repossession that is 'peaceful' (i.e.,
without breach of the peace) or, in the absence of voluntary surrender and the
ability to repossess without breach of the peace, by judicial process. The
holder of a contract must give the debtor a number of days' notice, which varies
from 10 to 30 days depending on the state, prior to commencement of any
repossession. The UCC and consumer protection laws in most states place
restrictions on repossession sales, including requiring prior notice to the
debtor and commercial reasonableness in effecting such a sale. The law in most
states also requires that the debtor be given notice of any sale prior to resale
of the unit that the debtor may redeem it at or before such resale.

Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgement from a debtor for any deficiency on repossession and
resale of the property securing the debtor's loan. However, some states impose
prohibitions or limitations on deficiency judgements, and in many cases the
defaulting borrower would have no assets with which to pay a judgement.

Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws and general equitable principles, may limit or delay the
ability of a lender to repossess and resell collateral or enforce a deficiency
judgment.

Consumer Protection Laws

The so-called 'Holder-in-Due-Course' rule of the Federal Trade Commission
is intended to defeat the ability of the transferor of a consumer credit
contract which is the seller of goods which gave rise to the transaction (and
certain related lenders and assignees) to transfer such contract free of notice
of claims by the debtor thereunder. The effect of this rule is to subject the
assignee of such a contract to all claims and defenses which the debtor could
assert against the seller of goods. Liability under this rule is limited to
amounts paid under a contract; however, the obligor also may be able to assert
the rule to set off remaining amounts due as a defense against a claim brought
by the Trustee against such obligor. Numerous other federal and state consumer
protection laws impose requirements applicable to the origination and lending
pursuant to the contracts, including the Truth in Lending Act, the Federal Trade
Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, the Fair Debt Collection Practices Act and the
Uniform Consumer Credit Code. In the case of some of these laws, the failure to
comply with their provisions may affect the enforceability of the related
contract.

Applicability of Usury Laws

be covered if they satisfy certain conditions, among other things, governing the
terms of any prepayments, late charges and deferral fees and requiring a 30-day
notice period prior to instituting any action leading to repossession of the
related unit.

Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting before April 1, 1983 a law or constitutional
provision which expressly rejects application of the federal law. Fifteen states
adopted such a law prior to the April 1, 1983 deadline. In addition, even where
Title V was not so rejected, any state is authorized by the law to adopt a
provision limiting discount points or other charges on loans covered by Title V.

INSTALLMENT CONTRACTS

The Loans may also consist of installment contracts. Under an installment
contract ('Installment Contract') the seller (hereinafter referred to in this
section as the 'lender') retains legal title to the property and enters into an
agreement with the purchaser (hereinafter referred to in this section as the
'borrower') for the payment of the

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purchase price, plus interest, over the term of such contract. Only after full
performance by the borrower of the contract is the lender obligated to convey
title to the property to the purchaser. As with mortgage or deed of trust
financing, during the effective period of the Installment Contract, the borrower
is generally responsible for maintaining the property in good condition and for
paying real estate taxes, assessments and hazard insurance premiums associated
with the property.

The method of enforcing the rights of the lender under an Installment
Contract varies on a state-by-state basis depending upon the extent to which
state courts are willing, or able pursuant to state statute, to enforce the
contract strictly according to the terms. The terms of Installment Contracts
generally provide that upon a default by the borrower, the borrower loses his or
her right to occupy the property, the entire indebtedness is accelerated, and
the buyer's equitable interest in the property is forfeited. The lender in such
a situation does not have to foreclose in order to obtain title to the property,
although in some cases a quiet title action is in order if the borrower has
filed the Installment Contract in local land records and an ejectment action may
be necessary to recover possession. In a few states, particularly in cases of
borrower default during the early years of an Installment Contract, the courts
will permit ejectment of the buyer and a forfeiture of his or her interest in
the property. However, most state legislatures have enacted provisions by
analogy to mortgage law protecting borrowers under Installment Contracts from
the harsh consequences of forfeiture. Under such statutes, a judicial or
nonjudicial foreclosure may be required, the lender may be required to give
notice of default and the borrower may be granted some grace period during which
the Installment Contract may be reinstated upon full payment of the default
amount and the borrower may have a post-foreclosure statutory redemption right.
In other states, courts in equity may permit a borrower with significant
investment in the property under an Installment Contract for the sale of real
estate to share in the proceeds of sale of the property after the indebtedness
is repaid or may otherwise refuse to enforce the forfeiture clause.

Nevertheless, generally speaking, the lender's procedures for obtaining
possession and clear title under an Installment Contract in a given state are
simpler and less time-consuming and costly than are the procedures for
foreclosing and obtaining clear title to a property subject to one or more
liens.

SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940

Under the Soldiers' and Sailors' Civil Relief Act of 1940, members of all
branches of the military on active duty, including draftees and reservists in
military service, (i) are entitled to have interest rates reduced and capped at
6% per annum, on obligations (including Loans) incurred prior to the
commencement of military service for the duration of military service, (ii) may
be entitled to a stay of proceedings on any kind of foreclosure or repossession
action in the case of defaults on such obligations entered into prior to
military service for the duration of military service and (iii) may have the
maturity of such obligations incurred prior to military service extended, the
payments lowered and the payment schedule readjusted for a period of time after
the completion of military service. However, the benefits of (i), (ii), or (iii)
above are subject to challenge by creditors and if, in the opinion of the court,
the ability of a person to comply with such obligations is not materially
impaired by military service, the court may apply equitable principles
accordingly. If a borrower's obligation to repay amounts otherwise due on a Loan
included in a Trust Fund for a Series is relieved pursuant to the Soldiers' and
Sailors' Civil Relief Act of 1940, none of the Trust Fund, the Servicer, the
Depositor nor the Trustee will be required to advance such amounts, and any loss
in respect thereof may reduce the amounts available to be paid to the holders of
the Certificates of such Series. Unless otherwise specified in the related
Prospectus Supplement, any shortfalls in interest collections on Loans or
Underlying Loans relating to the Private Securities, as applicable, included in
a Trust Fund for a Series resulting from application of the Soldiers' and
Sailors' Civil Relief Act of 1940 will be allocated to each Class of Securities
of such Series that is entitled to receive interest in respect of such Loans or
Underlying Loans in proportion to the interest that each such Class of
Securities would have otherwise been entitled to receive in respect of such
Loans or Underlying Loans had such interest shortfall not occurred.

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THE DEPOSITOR

GENERAL

The Depositor was incorporated in the State of Delaware on January 29,
1988, and is a wholly-owned subsidiary of LCPI, which is a wholly-owned
subsidiary of Lehman Brothers, a wholly-owned subsidiary of Holdings. The
Depositor's principal executive offices are located at Three World Financial
Center, New York, New York 10285. Its telephone number is (212) 298-2000.

otherwise secured or backed by, or otherwise representing an interest in, among
other things, receivables or pass through certificates, or participations or
certificates of participation or beneficial ownership in one or more pools of
receivables, and the proceeds of the foregoing, that arise in connection with
(i) the sale or lease of automobiles, trucks or other motor vehicles, equipment,
merchandise and other personal property, (ii) credit card purchases or cash
advances, (iii) the sale, licensing or other commercial provision of services,
rights, intellectual properties and other intangibles, (iv) trade financings,
(v) loans secured by certain first or junior mortgages on real estate, (vi)
loans to employee stock ownership plans and (vii) any and all other commercial
transactions and commercial, sovereign, student or consumer loans or
indebtedness and, in connection therewith or otherwise, purchasing, acquiring,
owning, holding, transferring, conveying, servicing, selling, pledging,
assigning, financing and otherwise dealing with such receivables, pass-through
certificates, or participations or certificates of participation or beneficial
ownership. Article Third of the Depositor's Certificate of Incorporation limits
the Depositor's activities to the above activities and certain related
activities, such as credit enhancement with respect to such Depositor
Securities, and to any activities incidental to and necessary or convenient for
the accomplishment of such purposes. The Certificate of Incorporation of the
Depositor provides that any Depositor Securities, except for subordinated
Depositor Securities, must be rated in one of the four highest categories by a
nationally recognized rating agency.

USE OF PROCEEDS

The Depositor will apply all or substantially all of the net proceeds from
the sale of each Series of Securities for one or more of the following purposes:
(i) to purchase the related Primary Assets, (ii) to repay indebtedness which has
been incurred to obtain funds to acquire such Primary Assets, (iii) to establish
any Reserve Funds described in the related Prospectus Supplement and (iv) to pay
costs of structuring and issuing such Securities, including the costs of
obtaining Enhancement, if any. If so specified in the related Prospectus
Supplement, the purchase of the Primary Assets for a Series may be effected by
an exchange of Securities with the Seller of such Primary Assets.

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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

The following is a summary of certain anticipated federal income tax
consequences of the purchase, ownership, and disposition of the Securities and
is based on advise of Brown & Wood LLP, special counsel to the Depositor. The
summary is based upon the provisions of the Code, the regulations promulgated
thereunder, including, where applicable, proposed regulations, and the judicial
and administrative rulings and decisions now in effect, all of which are subject
to change or possible differing interpretations. The statutory provisions,
regulations, and interpretations on which this interpretation is based are
subject to change, and such a change could apply retroactively.

The summary does not purport to deal with all aspects of federal income
taxation that may affect particular investors in light of their individual

circumstances, nor with certain types of investors subject to special treatment
under the federal income tax laws. This summary focuses primarily upon investors
who will hold Securities as 'capital assets' (generally, property held for
investment) within the meaning of Section 1221 of the Code, but much of the
discussion is applicable to other investors as well. Prospective Investors are
advised to consult their own tax advisers concerning the federal, state, local
and any other tax consequences to them of the purchase, ownership and
disposition of the Securities.

The federal income tax consequences to Holders will vary depending on
whether (i) the Securities of a Series are classified as indebtedness; (ii) an
election is made to treat the Trust Fund relating to a particular Series of
Securities as a real estate mortgage investment conduit ('REMIC') under the
Internal Revenue Code of 1986, as amended (the 'Code'); (iii) the Securities
represent an ownership interest in some or all of the assets included in the
Trust Fund for a Series or (iv) an election is made to treat the Trust Fund
relating to a particular Series of Certificates as a partnership. The Prospectus
Supplement for each Series of Securities will specify how the Securities will be
treated for federal income tax purposes and will discuss whether a REMIC
election, if any, will be made with respect to such Series.

As used herein, the term "U.S. Person" means 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
(other than a partnership that is not treated as a Unites States person under
any applicable Treasury regulations), an estate whose income is subject to
U.S. federal income tax regardless of its source of income, or a trust if a
court within the United States is able to exercise primary supervision of the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in regulations, certain trusts in
existence on august 20, 1996 and treated as United States persons prior to such
date that elect to continue to be treated as United States persons shall be
considered U.S. persons as well.

TAXATION OF DEBT SECURITIES

Status as Real Property Loans. Except to the extent provided otherwise in
a Supplement as to each Series of Securities Brown & Wood LLP will have advised
the Depositor that: (i) Securities held by a mutual savings bank or domestic
building and loan association will represent interests in 'qualifying real
property loans' within the meaning of Code section 593(d); (ii) Securities held
by a domestic building and loan association will constitute 'loans . . . secured
by an interest in real property' within the meaning of Code section
7701(a)(19)(C)(v); and (iii) Securities held by a real estate investment trust
will constitute 'real estate assets' within the meaning of Code section
856(c)(5)(A) and interest on Securities will be considered 'interest on
obligations secured by mortgages on real property or on interests in real
property' within the meaning of Code section 856(c)(3)(B).

Interest and Acquisition Discount. Securities representing regular
interests in a REMIC ('Regular Interest Securities') are generally taxable to

holders in the same manner as evidences of indebtedness issued by the REMIC.
Stated interest on the Regular Interest Securities will be taxable as ordinary
income and taken into account using the accrual method of accounting, regardless
of the Holder's normal accounting method. Interest (other than original issue
discount) on Securities (other than Regular Interest Securities) that are
characterized as indebtedness for federal income tax purposes will be includible
in income by holders thereof in accordance with their usual methods of
accounting. Securities characterized as debt for federal income tax purposes and
Regular Interest Securities will be referred to hereinafter collectively as
'Debt Securities.'

Debt Securities that are Compound Interest Securities will, and certain of
the other Debt Securities may, be issued with 'original issue discount' ('OID').
The following discussion is based in part on the rules governing OID which are
set forth in Sections 1271-1275 of the Code and the Treasury regulations issued
thereunder on February 2, 1994 (the 'OID Regulations'). A Holder should be
aware, however, that the OID Regulations do not adequately address certain
issues relevant to prepayable securities, such as the Debt Securities.

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interest income as it accrues under a method taking into account an economic
accrual of the discount. In general, OID must be included in income in advance
of the receipt of the cash representing that income. The amount of OID on a Debt
Security will be considered to be zero if it is less than a de minimis amount
determined under the Code.

The issue price of a Debt Security is the first price at which a
substantial amount of Debt Securities of that class are sold to the public
(excluding bond houses, brokers, underwriters or wholesalers). If less than a
substantial amount of a particular class of Debt Securities is sold for cash on
or prior to the Closing Date, the issue price for such class will be treated as
the fair market value of such class on the Closing Date. The issue price of a
Debt Security also includes the amount paid by an initial Debt Security holder
for accrued interest that relates to a period prior to the issue date of the
Debt Security. The stated redemption price at maturity of a Debt Security
includes the original principal amount of the Debt Security, but generally will
not include distributions of interest if such distributions constitute
'qualified stated interest.'

Under the OID Regulations, qualified stated interest generally means
interest payable at a single fixed rate or qualified variable rate (as described
below) provided that such interest payments are unconditionally payable at
intervals of one year or less during the entire term of the Debt Security. The
OID Regulations state that interest payments are unconditionally payable only if
a late payment or nonpayment is expected to be penalized or reasonable remedies
exist to compel payment. Certain Debt Securities may provide for default
remedies in the event of late payment or nonpayment of interest. The interest on
such Debt Securities will be unconditionally payable and constitute qualified
stated interest, not OID. However, absent clarification of the OID Regulations,

where Debt Securities do not provide for default remedies, the interest payments
will be included in the Debt Security's stated redemption price at maturity and
taxed as OID. Interest is payable at a single fixed rate only if the rate
appropriately takes into account the length of the interval between payments.
Distributions of interest on Debt Securities with respect to which deferred
interest will accrue, will not constitute qualified stated interest payments, in
which case the stated redemption price at maturity of such Debt Securities
includes all distributions of interest as well as principal thereon. Where the
interval between the issue date and the first Distribution Date on a Debt
Security is either longer or shorter than the interval between subsequent
Distribution Dates, all or part of the interest foregone, in the case of the
longer interval, and all of the additional interest, in the case of the shorter
interval, will be included in the stated redemption price at maturity and tested
under the de minimis rule described below. In the case of a Debt Security with a
long first period which has non-de minimis OID, all stated interest in excess of
interest payable at the effective interest rate for the long first period will
be included in the stated redemption price at maturity and the Debt Security
will generally have OID. Holders of Debt Securities should consult their own tax
advisors to determine the issue price and stated redemption price at maturity of
a Debt Security.

Under the de minimis rule, OID on a Debt Security will be considered to be
zero if such OID is less than 0.25% of the stated redemption price at maturity
of the Debt Security multiplied by the weighted average maturity of the Debt
Security. For this purpose, the weighted average maturity of the Debt Security
is computed as the sum of the amounts determined by multiplying the number of
full years (i.e., rounding down partial years) from the issue date until each
distribution in reduction of stated redemption price at maturity is scheduled to
be made by a fraction, the numerator of which is the amount of each distribution
included in the stated redemption price at maturity of the Debt Security and the
denominator of which is the stated redemption price at maturity of the Debt
Security. Holders generally must report de minimis OID pro rata as principal
payments are received, and such income will be capital gain if the Debt Security
is held as a capital asset. However, accrual method holders may elect to accrue
all de minimis OID as well as market discount under a constant interest method.

Debt Securities may provide for interest based on a qualified variable
rate. Under the OID Regulations, interest is treated as payable at a qualified
variable rate and not as contingent interest if, generally, (i) such interest is
unconditionally payable at least annually, (ii) the issue price of the debt
instrument does not exceed the total noncontingent principal payments and (iii)
interest is based on a 'qualified floating rate,' an 'objective rate,' or a
combination of 'qualified floating rates' that do not operate in a manner that
significantly accelerates or defers interest payments on such Debt Security. In
the case of Compound Interest Securities, certain Interest Weighted Securities,
and certain of the other Debt Securities, none of the payments under the
instrument will be considered qualified stated interest, and thus the aggregate
amount of all payments will be included in the stated redemption price.

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The holder of a Debt Security issued with OID must include in gross income,
for all days during its taxable year on which it holds such Debt Security, the
sum of the 'daily portions' of such original issue discount. The amount of OID

includible in income by a holder will be computed by allocating to each day
during a taxable year a pro rata portion of the original issue discount that
accrued during the relevant accrual period. In the case of a Debt Security that
is not a Regular Interest Security and the principal payments on which are not
subject to acceleration resulting from prepayments on the Loans, the
amount of OID includible in income of a Holder for an accrual period (generally
the period over which interest accrues on the debt instrument) will equal the
product of the yield to maturity of the Debt Security and the adjusted issue
price of the Debt Security, reduced by any payments of qualified stated
interest. The adjusted issue price is the sum of its issue price plus prior
accruals or OID, reduced by the total payments made with respect to such Debt
Security in all prior periods, other than qualified stated interest payments.

The amount of OID to be included in income by a holder of a debt
instrument, such as certain Classes of the Debt Securities, that is subject to
acceleration due to prepayments on other debt obligations securing such
instruments (a 'Pay-Through Security'), is computed by taking into account the
anticipated rate of prepayments assumed in pricing the debt instrument (the
'Prepayment Assumption'). The amount of OID that will accrue during an accrual
period on a Pay-Through Security is the excess (if any) of the sum of (a) the
present value of all payments remaining to be made on the Pay-Through Security
as of the close of the accrual period and (b) the payments during the accrual
period of amounts included in the stated redemption price of the Pay-Through
Security, over the adjusted issue price of the Pay-Through Security at the
beginning of the accrual period. The present value of the remaining payments is
to be determined on the basis of three factors: (i) the original yield to
maturity of the Pay-Through Security (determined on the basis of compounding at
the end of each accrual period and properly adjusted for the length of the
accrual period), (ii) events which have occurred before the end of the accrual
period and (iii) the assumption that the remaining payments will be made in
accordance with the original Prepayment Assumption. The effect of this method is
to increase the portions of OID required to be included in income by a Holder to
take into account prepayments with respect to the Loans at a rate that
exceeds the Prepayment Assumption, and to decrease (but not below zero for any
period) the portions of original issue discount required to be included in
income by a Holder of a Pay-Through Security to take into account prepayments
with respect to the Loans at a rate that is slower than the Prepayment
Assumption. Although original issue discount will be reported to Holders of
Pay-Through Securities based on the Prepayment Assumption, no representation is
made to Holders that Loans will be prepaid at that rate or at any other rate.

The Depositor may adjust the accrual of OID on a Class of Regular Interest
Securities (or other regular interests in a REMIC) in a manner that it believes
to be appropriate, to take account of realized losses on the Loans, although the
OID Regulations do not provide for such adjustments. If the Internal Revenue
Service were to require that OID be accrued without such adjustments, the rate
of accrual of OID for a Class of Regular Interest Securities could increase.

Certain classes of Regular Interest Securities may represent more than one
class of REMIC regular interests. Unless the applicable Prospectus Supplement
specifies otherwise, the Trustee intends, based on the OID Regulations, to
calculate OID on such Securities as if, solely for the purposes of computing
OID, the separate regular interests were a single debt instrument.

A subsequent holder of a Debt Security will also be required to include OID
in gross income, but such a holder who purchases such Debt Security for an
amount that exceeds its adjusted issue price will be entitled (as will an
initial holder who pays more than a Debt Security's issue price) to offset such
OID by comparable economic accruals of portions of such excess.

Effects of Defaults and Delinquencies. Holders will be required to report
income with respect to the related Securities under an accrual method without
giving effect to delays and reductions in distributions attributable to a
default or delinquency on the Loans, except possibly to the extent that it can
be established that such amounts are uncollectible. As a result, the amount of
income (including OID) reported by a holder of such a Security in any period
could significantly exceed the amount of cash distributed to such holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the Securities is reduced as a result of a Loan default.
However, the timing

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and character of such losses or reductions in income are uncertain and,
accordingly, holders of Securities should consult their own tax advisors on this
point.

Interest Weighted Securities. It is not clear how income should be accrued
with respect to Regular Interest Securities or Stripped Securities (as defined
under '--Tax Status as a Grantor Trust; General' herein) the payments on which
consist solely or primarily of a specified portion of the interest payments on
qualified mortgages held by the REMIC or on Loans underlying Pass-Through
Securities ('Interest Weighted Securities'). The Depositor intends to take the
position that all of the income derived from an Interest Weighted Security
should be treated as OID and that the amount and rate of accrual of such OID
should be calculated by treating the Interest Weighted Security as a Compound
Interest Security. However, in the case of Interest Weighted Securities that are
entitled to some payments of principal and that are Regular Interest Securities
the Internal Revenue Service could assert that income derived from an Interest
Weighted Security should be calculated as if the Security were a security
purchased at a premium equal to the excess of the price paid by such holder for
such Security over its stated principal amount, if any. Under this approach, a
holder would be entitled to amortize such premium only if it has in effect an
election under Section 171 of the Code with respect to all taxable debt
instruments held by such holder, as described below. Alternatively, the Internal
Revenue Service could assert that an Interest Weighted Security should be
taxable under the rules governing bonds issued with contingent payments. Such
treatment may be more likely in the case of Interest Weighted Securities that
are Stripped Securities as described below. See '--Tax Status as a Grantor
Trust--Discount or Premium on Pass-Through Securities.'

Variable Rate Debt Securities. In the case of Debt Securities bearing
interest at a rate that varies directly, according to a fixed formula, with an
objective index, it appears that (i) the yield to maturity of such Debt
Securities and (ii) in the case of Pay-Through Securities, the present value of
all payments remaining to be made on such Debt Securities, should be calculated
as if the interest index remained at its value as of the issue date of such

Securities. Because the proper method of adjusting accruals of OID on a variable
rate Debt Security is uncertain, holders of variable rate Debt Securities should
consult their own tax advisers regarding the appropriate treatment of such
Securities for federal income tax purposes.

Market Discount. A purchaser of a Security may be subject to the market
discount rules of Sections 1276-1278 of the Code. A Holder that acquires a Debt
Security with more than a prescribed de minimis amount of 'market discount'
(generally, the excess of the principal amount of the Debt Security over the
purchaser's purchase price) will be required to include accrued market discount
in income as ordinary income in each month, but limited to an amount not
exceeding the principal payments on the Debt Security received in that month
and, if the Securities are sold, the gain realized. Such market discount would
accrue in a manner to be provided in Treasury regulations but, until such
regulations are issued, such market discount would in general accrue either (i)
on the basis of a constant yield (in the case of a Pay-Through Security, taking
into account a prepayment assumption) or (ii) in the ratio of (a) in the case of
Securities (or in the case of a Pass-Through Security, as set forth below, the
Loans underlying such Security) not originally issued with original issue
discount, stated interest payable in the relevant period to total stated
interest remaining to be paid at the beginning of the period or (b) in the case
of Securities (or, in the case of a Pass-Through Security, as described below,
the Loans underlying such Security) originally issued at a discount,
OID in the relevant period to total OID remaining to be paid.

Section 1277 of the Code provides that, regardless of the origination date
of the Debt Security (or, in the case of a Pass-Through Security, the Loans),
the excess of interest paid or accrued to purchase or carry a Security (or, in
the case of a Pass-Through Security, as described below, the underlying Loans)
with market discount over interest received on such Security is allowed as a
current deduction only to the extent such excess is greater than the market
discount that accrued during the taxable year in which such interest expense was
incurred. In general, the deferred portion of any interest expense will be
deductible when such market discount is included in income, including upon the
sale, disposition, or repayment of the Security (or in the case of a
Pass-Through Security, an underlying Loan). A holder may elect to include market
discount in income currently as it accrues, on all market discount obligations
acquired by such holder during the taxable year such election is made and
thereafter, in which case the interest deferral rule will not apply.

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Premium. A holder who purchases a Debt Security (other than an Interest
Weighted Security to the extent described above) at a cost greater than its
stated redemption price at maturity, generally will be considered to have
purchased the Security at a premium, which it may elect to amortize as an offset
to interest income on such Security (and not as a separate deduction item) on a
constant yield method. Although no regulations addressing the computation of
premium accrual on securities similar to the Securities have been issued, the
legislative history of the 1986 Act indicates that premium is to be accrued in
the same manner as market discount. Accordingly, it appears that the accrual of
premium on a Class of Pay-Through Securities will be calculated using the
prepayment assumption used in pricing such Class. If a holder makes an election

to amortize premium on a Debt Security, such election will apply to all taxable
debt instruments (including all REMIC regular interests and all pass-through
certificates representing ownership interests in a trust holding debt
obligations) held by the holder at the beginning of the taxable year in which
the election is made, and to all taxable debt instruments acquired thereafter by
such holder, and will be irrevocable without the consent of the Internal Revenue
Service. Purchasers who pay a premium for the Securities should consult their
tax advisers regarding the election to amortize premium and the method to be
employed.

Election to Treat All Interest as Original Issue Discount. The OID
Regulations permit a holder of a Debt Security to elect to accrue all interest,
discount (including de minimis market or original issue discount) and premium in
income as interest, based on a constant yield method for Debt Securities
acquired on or after April 4, 1994. If such an election were to be made with
respect to a Debt Security with market discount, the holder of the Debt Security
would be deemed to have made an election to include in income currently market
discount with respect to all other debt instruments having market discount that
such holder of the Debt Security acquires during the year of the election or
thereafter. Similarly, a holder of a Debt Security that makes this election for
a Debt Security that is acquired at a premium will be deemed to have made an
election to amortize bond premium with respect to all debt instruments having
amortizable bond premium that such holder owns or acquires. The election to
accrue interest, discount and premium on a constant yield method with respect to
a Debt Security is irrevocable.

TAXATION OF THE REMIC AND ITS HOLDERS

General. In the opinion of Brown & Wood LLP, special counsel to the
Depositor, if a REMIC election is made with respect to a Series of Securities,
then the arrangement by which the Securities of that Series are issued will be
treated as a REMIC as long as all of the provisions of the applicable Agreement
are complied with and the statutory and regulatory requirements are satisfied.
Securities will be designated as 'Regular Interests' or 'Residual Interests' in
a REMIC, as specified in the related Prospectus Supplement.

Except to the extent specified otherwise in a Prospectus Supplement, if a
REMIC election is made with respect to a Series of Securities, (i) Securities
held by a mutual savings bank or domestic building and loan association will
represent interests in 'qualifying real property loans' within the meaning of
Code Section 593(d) (assuming that at least 95% of the REMIC's assets are
'qualifying real property loans'); (ii) Securities held by a domestic building
and loan association will constitute 'a regular or a residual interest in a
REMIC' within the meaning of Code Section 7701(a)(19)(C)(xi) (assuming that at
least 95% of the REMIC's assets consist of cash, government securities, 'loans
secured by an interest in real property,' and other types of assets described in
Code Section 7701(a)(19)(C)); and (iii) Securities held by a real estate
investment trust will constitute 'real estate assets' within the meaning of Code
Section 856(c)(6)(B), and income with respect to the Securities will be
considered 'interest on obligations secured by mortgages on real property or on
interests in real property' within the meaning of Code Section 856(c)(3)(B)
(assuming, for both purposes, that at least 95% of the REMIC's assets are
qualifying assets). If less than 95% of the REMIC's assets consist of assets
described in (i), (ii) or (iii) above, then a Security will qualify for the tax

treatment described in (i), (ii) or (iii) in the proportion that such REMIC
assets are qualifying assets.

REMIC EXPENSES; SINGLE CLASS REMICS

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the case of a holder of a Regular Interest Security who is an individual or a
'pass-through interest holder' (including certain pass-through entities but not
including real estate investment trusts), such expenses will be deductible only
to the extent that such expenses, plus other 'miscellaneous itemized deductions'
of the Holder, exceed 2% of such Holder's adjusted gross income. In addition,
for taxable years beginning after December 31, 1990, the amount of itemized
deductions otherwise allowable for the taxable year for an individual whose
adjusted gross income exceeds the applicable amount (which amount will be
adjusted for inflation for taxable years beginning after 1990) will be reduced
by the lesser of (i) 3% of the excess of adjusted gross income over the
applicable amount, or (ii) 80% of the amount of itemized deductions otherwise
allowable for such taxable year. The reduction or disallowance of this deduction
may have a significant impact on the yield of the Regular Interest Security to
such a Holder. In general terms, a single class REMIC is one that either (i)
would qualify, under existing Treasury regulations, as a grantor trust if it
were not a REMIC (treating all interests as ownership interests, even if they
would be classified as debt for federal income tax purposes) or (ii) is similar
to such a trust and which is structured with the principal purpose of avoiding
the single class REMIC rules. Unless otherwise stated in the applicable
Prospectus Supplement, the expenses of the REMIC will be allocated to holders of
the related residual interest securities.

TAXATION OF THE REMIC

General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC is not generally subject to entity-level tax. Rather, the
taxable income or net loss of a REMIC is taken into account by the holders of
residual interests. As described above, the regular interests are generally
taxable as debt of the REMIC.

pass-through entities, but not including real estate investment trusts) will be
unable to deduct servicing fees payable on the loans or other administrative
expenses of the REMIC for a given taxable year, to the extent that such
expenses, when aggregated with such holder's other miscellaneous itemized
deductions for that year, do not exceed two percent of such holder's adjusted
gross income.

For purposes of computing its taxable income or net loss, the REMIC should
have an initial aggregate tax basis in its assets equal to the aggregate fair
market value of the regular interests and the residual interests on the Startup
Day (generally, the day that the interests are issued). That aggregate basis
will be allocated among the assets of the REMIC in proportion to their
respective fair market values.

The OID provisions of the Code apply to loans of individuals originated on
or after March 2, 1984, and the market discount provisions apply to loans
originated after July 18, 1984. Subject to possible application of the de
minimis rules, the method of accrual by the REMIC of OID income on such loans
will be equivalent to the method under which holders of Pay-Through Securities
accrue original issue discount (i.e., under the constant yield method taking
into account the Prepayment Assumption). The REMIC will deduct OID on the
Regular Interest Securities in the same manner that the holders of the Regular
Interest Securities include such discount in income, but without regard to the
de minimis rules. See 'Taxation of Debt Securities' above. However, a REMIC that
acquires loans at a market discount must include such market discount in income
currently, as it accrues, on a constant interest basis.

To the extent that the REMIC's basis allocable to loans that it holds
exceeds their principal amounts, the resulting premium, if attributable to
mortgages originated after September 27, 1985, will be amortized over the life
of the loans (taking into account the Prepayment Assumption) on a constant yield
method. Although the law is somewhat unclear regarding recovery of premium
attributable to loans originated on or before such date, it is possible that
such premium may be recovered in proportion to payments of loan principal.

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Prohibited Transactions and Contributions Tax. The REMIC will be subject
to a 100% tax on any net income derived from a 'prohibited transaction.' For
this purpose, net income will be calculated without taking into account any
losses from prohibited transactions or any deductions attributable to any
prohibited transaction that resulted in a loss. In general, prohibited
transactions include: (i) subject to limited exceptions, the sale or other
disposition of any qualified mortgage transferred to the REMIC; (ii) subject to
a limited exception, the sale or other disposition of a cash flow investment;
(iii) the receipt of any income from assets not permitted to be held by the
REMIC pursuant to the Code; or (iv) the receipt of any fees or other
compensation for services rendered by the REMIC. It is anticipated that a REMIC
will not engage in any prohibited transactions in which it would recognize a
material amount of net income. In addition, subject to a number of exceptions, a
tax is imposed at the rate of 100% on amounts contributed to a REMIC after the
close of the three-month period beginning on the Startup Day. The holders of
Residual Interest Securities will generally be responsible for the payment of
any such taxes imposed on the REMIC. To the extent not paid by such holders or

otherwise, however, such taxes will be paid out of the Trust Fund and will be
allocated pro rata to all outstanding Classes of Securities of such REMIC.

TAXATION OF HOLDERS OF RESIDUAL INTEREST SECURITIES

The holder of a Certificate representing a residual interest (a 'Residual
Interest Security') will take into account the 'daily portion' of the taxable
income or net loss of the REMIC for each day during the taxable year on which
such holder held the Residual Interest Security. The daily portion is determined
by allocating to each day in any calendar quarter its ratable portion of the
taxable income or net loss of the REMIC for such quarter, and by allocating that
amount among the holders (on such day) of the Residual Interest Securities in
proportion to their respective holdings on such day.

The holder of a Residual Interest Security must report its proportionate
share of the taxable income of the REMIC whether or not it receives cash
distributions from the REMIC attributable to such income or loss. The reporting
of taxable income without corresponding distributions could occur, for example,
in certain REMIC issues in which the loans held by the REMIC were issued or
acquired at a discount, since mortgage prepayments cause recognition of discount
income, while the corresponding portion of the prepayment could be used in whole
or in part to make principal payments on REMIC Regular Interests issued without
any discount or at an insubstantial discount. (If this occurs, it is likely that
cash distributions will exceed taxable income in later years.) Taxable income
may also be greater in earlier years of certain REMIC issues as a result of the
fact that interest expense deductions, as a percentage of outstanding principal
on REMIC Regular Interest Securities, will typically increase over time as lower
yielding Securities are paid, whereas interest income with respect to loans will
generally remain constant over time as a percentage of loan principal.

In any event, because the holder of a residual interest is taxed on the net
income of the REMIC, the taxable income derived from a Residual Interest
Security in a given taxable year will not be equal to the taxable income
associated with investment in a corporate bond or stripped instrument having
similar cash flow characteristics and pretax yield. Therefore, the after-tax
yield on the Residual Interest Security may be less than that of such a bond or
instrument.

Limitation on Losses. The amount of the REMIC's net loss that a holder may
take into account currently is limited to the holder's adjusted basis at the end
of the calendar quarter in which such loss arises. A holder's basis in a
Residual Interest Security will initially equal such holder's purchase price,
and will subsequently be increased by the amount of the REMIC's taxable income
allocated to the holder, and decreased (but not below zero) by the amount of
distributions made and the amount of the REMIC's net loss allocated to the
holder. Any disallowed loss may be carried forward indefinitely, but may be used
only to offset income of the REMIC generated by the same REMIC. The ability of
holders of Residual Interest Securities to deduct net losses may be subject to
additional limitations under the Code, as to which such holders should consult
their tax advisers.

Security. If the amount of such payment exceeds a holder's adjusted basis in the
Residual Interest Security, however, the holder will recognize gain (treated as
gain from the sale of the Residual Interest Security) to the extent of such
excess.

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Sale or Exchange. A holder of a Residual Interest Security will recognize
gain or loss on the sale or exchange of a Residual Interest Security equal to
the difference, if any, between the amount realized and such holder's adjusted
basis in the Residual Interest Security at the time of such sale or exchange.
Except to the extent provided in regulations, which have not yet been issued,
any loss upon disposition of a Residual Interest Security will be disallowed if
the selling holder acquires any residual interest in a REMIC or similar mortgage
pool within six months before or after such disposition.

Excess Inclusions. The portion of the REMIC taxable income of a holder of
a Residual Interest Security consisting of 'excess inclusion' income may not be
offset by other deductions or losses, including net operating losses, on such
holder's federal income tax return. Further, if the holder of a Residual
Interest Security is an organization subject to the tax on unrelated business
income imposed by Code Section 511, such holder's excess inclusion income will
be treated as unrelated business taxable income of such holder. In addition,
under Treasury regulations yet to be issued, if a real estate investment trust,
a regulated investment company, a common trust fund, or certain cooperatives
were to own a Residual Interest Security, a portion of dividends (or other
distributions) paid by the real estate investment trust (or other entity) would
be treated as excess inclusion income. If a Residual Security is owned by a
foreign person excess inclusion income is subject to tax at a rate of 30% which
may not be reduced by treaty, is not eligible for treatment as 'portfolio
interest' and is subject to certain additional limitations. See 'Tax Treatment
of Foreign Investors.'

The Small Business Job Protection Act of 1996 has eliminated the special
rule permitting Section 593 institutions ("thrift institutions") to use net
operating losses and other allowable deductions to offset their excess inclusion
income from REMIC residual certificates that have "significant value" within the
meaning of the REMIC Regulations, effective for taxable years beginning after
December 31, 1995, except with respect to residual certificates continuously
held by a thrift institution since November 1, 1995.

In addition, the Small Business Job Protection Act of 1996 provides three
rules for determining the effect on excess inclusions on the alternative minimum
taxable income of a residual holder. First, alternative minimum taxable income
for such residual holder is determined without regard to the special rule that
taxable income cannot be less than excess inclusions. Second, a residual
holder's alternative minimum taxable income for a tax year cannot be less than
the excess inclusions for the year. Third, the amount of any alternative
minimum tax net operating loss deductions must be computed without regard to any
excess inclusions. These rules are effective for tax years beginning after
December 31, 1986, unless a residual holder elects to have such rules apply only
to tax years beginning after August 20, 1996.

Furthermore, the Small Business Job Protection Act of 1996, as part of the

repeal of the bad debt reserve method for thrift savings associations, repealed
the application of Code section 593 (d) to any taxable year beginning after
December 31, 1995.

The excess inclusion portion of a REMIC's income is generally equal to the
excess, if any, of REMIC taxable income for the quarterly period allocable to a
Residual Interest Security, over the daily accruals for such quarterly period of
(i) 120% of the long term applicable federal rate on the Startup Day multiplied
by (ii) the adjusted issue price of such Residual Interest Security at the
beginning of such quarterly period. The adjusted issue price of a Residual
Interest at the beginning of each calendar quarter will equal its issue price
(calculated in a manner analogous to the determination of the issue price of a
Regular Interest), increased by the aggregate of the daily accruals for prior
calendar quarters, and decreased (but not below zero) by the amount of loss
allocated to a holder and the amount of distributions made on the Residual
Interest Security before the beginning of the quarter. The long-term federal
rate, which is announced monthly by the Treasury Department, is an interest rate
that is based on the average market yield of outstanding marketable obligations
of the United States government having remaining maturities in excess of nine
years.

Under the REMIC Regulations, in certain circumstances, transfers of
Residual Securities may be disregarded. See '--Restrictions on Ownership and
Transfer of Residual Interest Securities' and '--Tax Treatment of Foreign
Investors' below.

Restrictions on Ownership and Transfer of Residual Interest Securities. As
a condition to qualification as a REMIC, reasonable arrangements must be made to
prevent the ownership of a REMIC residual interest by any 'Disqualified
Organization.' Disqualified Organizations include the United States, any State
or political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, a rural
electric or telephone cooperative described in Section 1381(a)(2)(C) of the
Code, or any entity exempt from the tax imposed by Sections 1-1399 of the Code,
if such entity is not subject to tax on its unrelated business income.
Accordingly, the applicable Pooling and Servicing Agreement will prohibit
Disqualified Organizations from owning a Residual Interest Security. In
addition, no transfer of a Residual Interest Security will be permitted unless
the proposed transferee shall have furnished to the Trustee an affidavit
representing and warranting that it is neither a Disqualified Organization nor
an agent or nominee acting on behalf of a Disqualified Organization.

If a Residual Interest Security is transferred to a Disqualified
Organization after March 31, 1988 (in violation of the restrictions set forth
above), a substantial tax will be imposed on the transferor of such Residual

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Interest Security at the time of the transfer. In addition, if a Disqualified
Organization holds an interest in a pass-through entity after March 31, 1988
(including, among others, a partnership, trust, real estate investment trust,
regulated investment company, or any person holding as nominee), that owns a
Residual Interest Security, the pass-through entity will be required to pay an

annual tax on its allocable share of the excess inclusion income of the REMIC.

Under the REMIC Regulations, if a Residual Interest Security is a
'noneconomic residual interest,' as described below, a transfer of a Residual
Interest Security to a United States person will be disregarded for all Federal
tax purposes unless no significant purpose of the transfer was to impede the
assessment or collection of tax. A Residual Interest Security is a 'noneconomic
residual interest' unless, at the time of the transfer (i) the present value of
the expected future distributions on the Residual Interest Security at least
equals the product of the present value of the anticipated excess inclusions and
the highest rate of tax for the year in which the transfer occurs, and (ii) the
transferor reasonably expects that the transferee will receive distributions
from the REMIC at or after the time at which the taxes accrue on the anticipated
excess inclusions in an amount sufficient to satisfy the accrued taxes. If a
transfer of a Residual Interest is disregarded, the transferor would be liable
for any Federal income tax imposed upon taxable income derived by the transferee
from the REMIC. The REMIC Regulations provide no guidance as to how to determine
if a significant purpose of a transfer is to impede the assessment or collection
of tax. A similar type of limitation exists with respect to certain transfers of
residual interests by foreign persons to United States persons. See '--Tax
Treatment of Foreign Investors.'

Mark to Market Rules. Prospective purchasers of a REMIC Residual Interest
Security should be aware that the Internal Revenue Service recently finalized
regulations which provide that a Residual Interest acquired after January 3,
1995 cannot be marked-to-market.

ADMINISTRATIVE MATTERS

The REMIC's books must be maintained on a calendar year basis and the REMIC
must file an annual federal income tax return. The REMIC will also be subject to
the procedural and administrative rules of the Code applicable to partnerships,
including the determination of any adjustments to, among other things, items of
REMIC income, gain, loss, deduction, or credit, by the Internal Revenue Service
in a unified administrative proceeding.

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TAX STATUS AS A GRANTOR TRUST

General. As specified in the related Prospectus Supplement if a REMIC or
partnership election is not made, in the opinion of Brown & Wood LLP, special
counsel to the Depositor, the Trust Fund relating to a Series of Securities will
be classified for federal income tax purposes as a grantor trust under Subpart
E, Part 1 of Subchapter J of the Code and not as an association taxable as a
corporation (the Securities of such Series, 'Pass-Through Securities'). In some
Series there will be no separation of the principal and interest payments on the
Loans. In such circumstances, a Holder will be considered to have purchased a
pro rata undivided interest in each of the Loans. In other cases ('Stripped
Securities'), sale of the Securities will produce a separation in the ownership
of all or a portion of the principal payments from all or a portion of the
interest payments on the Loans.

Each Holder must report on its federal income tax return its share of the
gross income derived from the Loans (not reduced by the amount payable as fees
to the Trustee and the Servicer and similar fees (collectively, the 'Servicing
Fee')), at the same time and in the same manner as such items would have been
reported under the Holder's tax accounting method had it held its interest in
the Loans directly, received directly its share of the amounts received with
respect to the Loans, and paid directly its share of the Servicing Fees. In the
case of Pass-Through Securities other than Stripped Securities, such income will
consist of a pro rata share of all of the income derived from all of the Loans
and, in the case of Stripped Securities, such income will consist of a pro rata
share of the income derived from each stripped bond or stripped coupon in which
the Holder owns an interest. The holder of a Security will generally be entitled
to deduct such Servicing Fees under Section 162 or Section 212 of the Code to
the extent that such Servicing Fees represent 'reasonable' compensation for the
services rendered by the Trustee and the Servicer (or third parties that are
compensated for the performance of services). In the case of a noncorporate
holder, however, Servicing Fees (to the extent not otherwise disallowed, e.g.,
because they exceed reasonable compensation) will be deductible in computing
such holder's regular tax liability only to the extent that such fees, when
added to other miscellaneous itemized deductions, exceed 2% of adjusted gross
income and may not be deductible to any extent in computing such holder's
alternative minimum tax liability. In addition, for taxable years beginning
after December 31, 1990, the amount of itemized deductions otherwise allowable
for the taxable year for an individual whose adjusted gross income exceeds the
applicable amount (which amount will be adjusted for inflation in taxable years
beginning after 1990) will be reduced by the lesser of (i) 3% of the excess of
adjusted gross income over the applicable amount or (ii) 80% of the amount of
itemized deductions otherwise allowable for such taxable year.

Discount or Premium on Pass-Through Securities. The holder's purchase
price of a Pass-Through Security is to be allocated among the Loans in
proportion to their fair market values, determined as of the time of purchase of
the Securities. In the typical case, the Trustee (to the extent necessary to
fulfill its reporting obligations) will treat each Loan as having a fair market
value proportional to the share of the aggregate principal balances of all of
the Loans that it represents, since the Securities, unless otherwise specified
in the applicable Prospectus Supplement, will have a relatively uniform interest
rate and other common characteristics. To the extent that the portion of the
purchase price of a Pass-Through Security allocated to a Loan (other than to a
right to receive any accrued interest thereon and any undistributed principal
payments) is less than or greater than the portion of the principal balance of
the Loan allocable to the Security, the interest in the Loan allocable to the
Pass-Through Security will be deemed to have been acquired at a discount or
premium, respectively.

The treatment of any discount will depend on whether the discount
represents OID or market discount. In the case of a Loan with OID in excess of a
prescribed de minimis amount or a Stripped Security, a holder of a Security will
be required to report as interest income in each taxable year its share of the
amount of OID that accrues during that year in the manner described above. OID
with respect to a Loan could arise, for example, by virtue of the financing of
points by the originator of the Loan, or by virtue of the charging of points by
the originator of the Loan in an amount greater than a statutory de minimis

exception, in circumstances under which the points are not currently deductible
pursuant to applicable Code provisions. Any market discount or premium on a Loan
will be includible in income, generally in the manner described above, except
that in the case of Pass-Through Securities, market discount is calculated with
respect to the Loans underlying the Certificate, rather than with respect to the
Security. A Holder that acquires an interest in a Loan originated after July 18,
1984 with more than a de minimis amount of market discount (generally, the
excess of the principal amount of the Loan over the purchaser's allocable
purchase price) will be required to include accrued market discount in income in
the manner set forth above. See '--Taxation of Debt Securities; Market Discount'
and '--Premium' above.

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In the case of market discount on a Pass-Through Security attributable to
Loans originated on or before July 18, 1984, the holder generally will be
required to allocate the portion of such discount that is allocable to a loan
among the principal payments on the Loan and to include the discount allocable
to each principal payment in ordinary income at the time such principal payment
is made. Such treatment would generally result in discount being included in
income at a slower rate than discount would be required to be included in income
using the method described in the preceding paragraph.

Stripped Securities. A Stripped Security may represent a right to receive
only a portion of the interest payments on the Loans, a right to receive only
principal payments on the Loans, or a right to receive certain payments of both
interest and principal. Certain Stripped Securities ('Ratio Strip Securities')
may represent a right to receive differing percentages of both the interest and
principal on each Loan. Pursuant to Section 1286 of the Code, the separation of
ownership of the right to receive some or all of the interest payments on an
obligation from ownership of the right to receive some or all of the principal
payments results in the creation of 'stripped bonds' with respect to principal
payments and 'stripped coupons' with respect to interest payments. Section 1286
of the Code applies the OID rules to stripped bonds and stripped coupons. For
purposes of computing original issue discount, a stripped bond or a stripped
coupon is treated as a debt instrument issued on the date that such stripped
interest is purchased with an issue price equal to its purchase price or, if
more than one stripped interest is purchased, the ratable share of the purchase
price allocable to such stripped interest.

Servicing fees in excess of reasonable servicing fees ('excess servicing')
will be treated under the stripped bond rules. If the excess servicing fee is
less than 100 basis points (i.e. 1% interest on the Loan principal balance) or
the Securities are initially sold with a de minimis discount (assuming no
prepayment assumption is required), any non-de minimis discount arising from a
subsequent transfer of the Securities should be treated as market discount. The
IRS appears to require that reasonable servicing fees be calculated on a Loan by
Loan basis, which could result in some Loans being treated as having more than
100 basis points of interest stripped off.

prepayment assumption is used and periodic recalculations are made which take
into account with respect to each accrual period the effect of prepayments
during such period. However, the 1986 Act does not, absent Treasury regulations,
appear specifically to cover instruments such as the Stripped Securities which
technically represent ownership interests in the underlying Loans, rather than
being debt instruments 'secured by' those loans. Nevertheless, it is believed
that the Cash Flow Bond Method is a reasonable method of reporting income for
such Securities, and it is expected that OID will be reported on that basis
unless otherwise specified in the related Prospectus Supplement. In applying the
calculation to Pass-Through Securities, the Trustee will treat all payments to
be received by a holder with respect to the underlying Mortgage Loans as
payments on a single installment obligation. The Internal Revenue Service could,
however, assert that original issue discount must be calculated separately for
each Loan underlying a Security.

Under certain circumstances, if the Loans prepay at a rate faster
than the Prepayment Assumption, the use of the Cash Flow Bond Method may
accelerate a Holder's recognition of income. If, however, the Mortgage Loans
prepay at a rate slower than the Prepayment Assumption, in some circumstances
the use of this method may decelerate a Holder's recognition of income.

In the case of a Stripped Security that is an Interest Weighted Security,
the Trustee intends, absent contrary authority, to report income to Security
holders as OID, in the manner described above for Interest Weighted Securities.

Possible Alternative Characterizations. The characterizations of the
Stripped Securities described above are not the only possible interpretations of
the applicable Code provisions. Among other possibilities, the Internal Revenue
Service could contend that (i) in certain Series, each non-Interest Weighted
Security is composed of an unstripped undivided ownership interest in Mortgage
Loans and an installment obligation consisting of stripped principal payments;
(ii) the non-Interest Weighted Securities are subject to the contingent payment
provisions of the Proposed Regulations; or (iii) each Interest Weighted Stripped
Security is composed of an unstripped undivided ownership interest in Loans and
an installment obligation consisting of stripped interest payments.

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Given the variety of alternatives for treatment of the Stripped Securities
and the different federal income tax consequences that result from each
alternative, potential purchasers are urged to consult their own tax advisers
regarding the proper treatment of the Securities for federal income tax
purposes.

Character as Qualifying Loans. In the case of Stripped Securities there is
no specific legal authority existing regarding whether the character of the
Securities, for federal income tax purposes, will be the same as the Loans. The
IRS could take the position that the Loans' character is not carried over to the
Securities in such circumstances. Pass-Through Securities will be, and, although
the matter is not free from doubt, Stripped Securities should be considered to
represent 'qualifying real property loans' within the meaning of Section 593(d)
of the Code, 'real estate assets' within the meaning of Section 856(c)(6)(B) of
the Code, and 'loans secured by an interest in real property' within the meaning
of Section 7701(a)(19)(C)(v) of the Code; and interest income attributable to

the Securities should be considered to represent 'interest on obligations
secured by mortgages on real property or on interests in real property' with the
meaning of Section 856(c)(3)(B) of the Code. Reserves or funds underlying the
Securities may cause a proportionate reduction in the above-described qualifying
status categories of Securities.

SALE OR EXCHANGE

Subject to the discussion below with respect to Trust Funds as to which a
partnership election is made, a Holder's tax basis in its Security is the price
such holder pays for a Security, plus amounts of original issue or market
discount included in income and reduced by any payments received (other than
qualified stated interest payments) and any amortized premium. Gain or loss
recognized on a sale, exchange, or redemption of a Security, measured by the
difference between the amount realized and the Security's basis as so adjusted,
will generally be capital gain or loss, assuming that the Security is held as a
capital asset. In the case of a Security held by a bank, thrift, or similar
institution described in Section 582 of the Code, however, gain or loss
realized on the sale or exchange of a Regular Interest Security will be taxable
as ordinary income or loss. In addition, gain from the disposition of a Regular
Interest Security that might otherwise be capital gain will be treated as
ordinary income to the extent of the excess, if any, of (i) the amount that
would have been includible in the holder's income if the yield on such Regular
Interest Security had equaled 110% of the applicable federal rate as of the
beginning of such holder's holding period, over the amount of ordinary income
actually recognized by the holder with respect to such Regular Interest
Security. For taxable years beginning after December 31, 1993, the maximum tax
rate on ordinary income for individual taxpayers is 39.6% and the maximum tax
rate on long-term capital gains reported after December 31, 1990 for such
taxpayers is 28%. The maximum tax rate on both ordinary income and long-term
capital gains of corporate taxpayers is 35%. The Taxpayer Relief Act of 1997
reduces the maximum rates on long-term capital gains recognized on capital
assets held by individual taxpayers for more than eighteen months as of the
date of disposition (and would further reduce the maximum rates on such gains
in the year 2001 and therafter for certain individual taxpayers who meet
specified conditions). Prospective investors should consult their own tax
advisor concerning these tax law changes.

MISCELLANEOUS TAX ASPECTS

statement, signed under penalty of perjury, that the TIN provided is its correct
number and that the holder is not subject to backup withholding. Backup
withholding will not apply, however, with respect to certain payments made to
Holders, including payments to certain exempt recipients (such as exempt
organizations) and to certain Nonresidents (as defined below). On October 6,
1997, the Treasury Department issued new regulations (the "New Regulations")
which make certain modifications to the backup withholding and information
reporting rules described above. The New Regulations will generally be effective
for payments made after December 31, 1998, subject to certain transition rules.
Holders should consult their tax advisers as to their current qualification for
exemption from backup withholding and the procedure for obtaining the exemption,
as well as any future changes as a result of the New Regulations.

The Trustee will report to the Holders and to the Servicer for each
calendar year the amount of any 'reportable payments' during such year and the
amount of tax withheld, if any, with respect to payments on the Securities.

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TAX TREATMENT OF FOREIGN INVESTORS

Subject to the discussion below with respect to Trust Funds as to which a
partnership election is made, under the Code, unless interest (including OID)
paid on a Security (other than a Residual Interest Security) is considered to be
'effectively connected' with a trade or business conducted in the United States
by a nonresident alien individual, foreign partnership or foreign corporation
('Nonresidents'), such interest will normally qualify as portfolio interest
(except where (i) the recipient is a holder, directly or by attribution, of 10%
or more of the capital or profits interest in the issuer, or (ii) the recipient
is a controlled foreign corporation to which the issuer is a related person) and
will be exempt from federal income tax. Upon receipt of appropriate ownership
statements, the issuer normally will be relieved of obligations to withhold tax
from such interest payments. These provisions supersede the generally applicable
provisions of United States law that would otherwise require the issuer to
withhold at a 30% rate (unless such rate were reduced or eliminated by an
applicable tax treaty) on, among other things, interest and other fixed or
determinable, annual or periodic income paid to Nonresidents. Holders of
Pass-Through Securities and Stripped Securities, including Ratio Strip
Securities, however, may be subject to withholding to the extent that the Loans
were originated on or before July 18, 1984.

Interest and OID of Holders who are foreign persons are not subject to
withholding if they are effectively connected with a United States business
conducted by the Holder. They will, however, generally be subject to the regular
United States income tax.

reduction of the 30% (or lower treaty rate) withholding tax rule. If the
payments are subject to United States withholding tax, they generally will be
taken into account for withholding tax purposes only when paid or distributed
(or when the Residual Interest Security is disposed of). The Treasury has
statutory authority, however, to promulgate regulations which would require such
amounts to be taken into account at an earlier time in order to prevent the
avoidance of tax. Such regulations could, for example, require withholding prior
to the distribution of cash in the case of Residual Interest Securities that do
not have significant value. Under the REMIC Regulations, if a Residual Interest
Security has tax avoidance potential, a transfer of a Residual Interest Security
to a Nonresident will be disregarded for all Federal tax purposes. A Residual
Interest Security has tax avoidance potential unless, at the time of the
transfer the transferor reasonably expects that the REMIC will distribute to the
transferee residual interest holder amounts that will equal at least 30% of each
excess inclusion, and that such amounts will be distributed at or after the time
at which the excess inclusions accrue and not later than the calendar year
following the calendar year of accrual. If a Nonresident transfers a Residual
Interest Security to a United States person, and if the transfer has the effect
of allowing the transferor to avoid tax on accrued excess inclusions, then the
transfer is disregarded and the transferor continues to be treated as the owner
of the Residual Interest Security for purposes of the withholding tax provisions
of the Code. See '--Excess Inclusions.'

TAX CHARACTERIZATION OF THE TRUST AS A PARTNERSHIP

Brown & Wood LLP, special counsel to the Depositor, will deliver its
opinion that a Trust Fund for which a partnership election is made will not be
an association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes. This opinion will be based on the assumption that
the terms of the Trust Agreement and related documents will be complied with,
and on counsel's conclusions that (1) the Trust Fund will not have certain
characteristics necessary for a business trust to be classified as an
association taxable as a corporation and (2) the nature of the income of the
Trust Fund will exempt it from the rule that certain publicly traded
partnerships are taxable as corporations or the issuance of the Certificates has
been structured as a private placement under an IRS safe harbor, so that the
Trust Fund will not be characterized as a publicly traded partnership taxable as
a corporation.

If the Trust Fund were taxable as a corporation for federal income tax
purposes, the Trust Fund would be subject to corporate income tax on its taxable
income. The Trust Fund's taxable income would include all its income, possibly
reduced by its interest expense on the Notes. Any such corporate income tax
could materially reduce cash available to make payments on the Notes and
distributions on the Certificates, and Certificateholders could be liable for
any such tax that is unpaid by the Trust Fund.

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TAX CONSEQUENCES TO HOLDERS OF THE NOTES

as otherwise provided in the related Prospectus Supplement, advise the Depositor
that the Notes will be classified as debt for federal income tax purposes. The
discussion below assumes this characterization of the Notes is correct.

OID, Indexed Securities, etc. The discussion below assumes that all
payments on the Notes are denominated in U.S. dollars, and that the Notes are
not Indexed Securities or Strip Notes. Moreover, the discussion assumes that the
interest formula for the Notes meets the requirements for 'qualified stated
interest' under the OID regulations, and that any OID on the Notes (i.e., any
excess of the principal amount of the Notes over their issue price) does not
exceed a de minimis amount (i.e., 1/4% of their principal amount multiplied by
the number of full years included in their term), all within the meaning of the
OID regulations. If these conditions are not satisfied with respect to any given
series of Notes, additional tax considerations with respect to such Notes will
be disclosed in the applicable Prospectus Supplement.

Interest Income on the Notes. Based on the above assumptions, except as
discussed in the following paragraph, the Notes will not be considered issued
with OID. The stated interest thereon will be taxable to a Noteholder as
ordinary interest income when received or accrued in accordance with such
Noteholder's method of tax accounting. Under the OID regulations, a holder of a
Note issued with a de minimis amount of OID must include such OID in income, on
a pro rata basis, as principal payments are made on the Note. It is believed
that any prepayment premium paid as a result of a mandatory redemption will be
taxable as contingent interest when it becomes fixed and unconditionally
payable. A purchaser who buys a Note for more or less than its principal amount
will generally be subject, respectively, to the premium amortization or market
discount rules of the Code.

A holder of a Note that has a fixed maturity date of not more than one year
from the issue date of such Note (a 'Short-Term Note') may be subject to special
rules. An accrual basis holder of a Short-Term Note (and certain cash method
holders, including regulated investment companies, as set forth in Section 1281
of the Code) generally would be required to report interest income as interest
accrues on a straight-line basis over the term of each interest period. Other
cash basis holders of a Short-Term Note would, in general, be required to report
interest income as interest is paid (or, if earlier, upon the taxable
disposition of the Short-Term Note). However, a cash basis holder of a
Short-Term Note reporting interest income as it is paid may be required to defer
a portion of any interest expense otherwise deductible on indebtedness incurred
to purchase or carry the Short-Term Note until the taxable disposition of the
Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Code
to accrue interest income on all nongovernment debt obligations with a term of
one year or less, in which case the taxpayer would include interest on the
Short-Term Note in income as it accrues, but would not be subject to the
interest expense deferral rule referred to in the preceding sentence. Certain
special rules apply if a Short-Term Note is purchased for more or less than its
principal amount.

and gain previously included by such Noteholder in income with respect to the
Note and decreased by the amount of bond premium (if any) previously amortized
and by the amount of principal payments previously received by such Noteholder
with respect to such Note. Any such gain or loss will be capital gain or loss if
the Note was held as a capital asset, except for gain representing accrued
interest and accrued market discount not previously included in income. Capital
losses generally may be used only to offset capital gains.

Foreign Holders. Interest payments made (or accrued) to a Noteholder who
is a nonresident alien, foreign corporation or other non-United States person (a
'foreign person') generally will be considered 'portfolio interest', and
generally will not be subject to United States federal income tax and
withholding tax, if the interest is not effectively connected with the conduct
of a trade or business within the United States by the foreign person and the
foreign person (i) is not actually or constructively a '10 percent shareholder'
of the Trust or the Seller (including a holder of 10% of the outstanding
Certificates) or a 'controlled foreign corporation' with respect to which the
Trust or the Seller is a 'related person' within the meaning of the Code and
(ii) provides the Owner Trustee or other person who is otherwise required to
withhold U.S. tax with respect to the Notes with an appropriate statement (on
Form W-8 or a similar form), signed under penalties of perjury, certifying that
the beneficial owner of the Note is a foreign person and providing the foreign
person's name and address. If a Note is

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held through a securities clearing organization or certain other financial
institutions, the organization or institution may provide the relevant signed
statement to the withholding agent; in that case, however, the signed statement
must be accompanied by a Form W-8 or substitute form provided by the foreign
person that owns the Note. If such interest is not portfolio interest, then it
will be subject to United States federal income and withholding tax at a rate of
30 percent, unless reduced or eliminated pursuant to an applicable tax treaty.
On October 6, 1997, the Treasury Department issued new regulations (the
"New Regulations") which make certain modifications to the withholding and
information reporting rules described above. The New Regulations will generally
be effective for payments made after December 31, 1998, subject to certain
transition rules. Prospective investors are urged to consult their own tax
advisors regarding the New Regulations.

Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a Note by a foreign person will be exempt from United
States federal income and withholding tax, provided that (i) such gain is not
effectively connected with the conduct of a trade or business in the United
States by the foreign person and (ii) in the case of an individual foreign
person, the foreign person is not present in the United States for 183 days or
more in the taxable year.

provide, under penalties of perjury, a certificate containing the holder's name,
address, correct federal taxpayer identification number and a statement that the
holder is not subject to backup withholding. Should a nonexempt Noteholder fail
to provide the required certification, the Trust Fund will be required to
withhold 31 percent of the amount otherwise payable to the holder, and remit the
withheld amount to the IRS as a credit against the holder's federal income tax
liability.

The New Regulations described above also make certain modifications to the
backup withholding and information reporting rules. The New Regulations will
generally be effective for payments made after December 31, 1998, subject to
certain transition rules. Prospective investors are urged to consult their own
tax advisors regarding the New Regulations.

Possible Alternative Treatments of the Notes. If, contrary to the opinion
of special counsel to the Company, the IRS successfully asserted that one or
more of the Notes did not represent debt for federal income tax purposes, the
Notes might be treated as equity interests in the Trust Fund. If so treated, the
Trust Fund might be taxable as a corporation with the adverse consequences
described above (and the taxable corporation would not be able to reduce its
taxable income by deductions for interest expense on Notes recharacterized as
equity). Alternatively, and most likely in the view of special counsel to the
Depositor, the Trust Fund might be treated as a publicly traded partnership that
would not be taxable as a corporation because it would meet certain qualifying
income tests. Nonetheless, treatment of the Notes as equity interests in such a
publicly traded partnership could have adverse tax consequences to certain
holders. For example, income to certain tax-exempt entities (including pension
funds) would be 'unrelated business taxable income', income to foreign holders
generally would be subject to U.S. tax and U.S. tax return filing and
withholding requirements, and individual holders might be subject to certain
limitations on their ability to deduct their share of the Trust Fund's expenses.

TAX CONSEQUENCES TO HOLDERS OF THE CERTIFICATES

Treatment of the Trust Fund as a Partnership. The Trust Fund and the
Servicer will agree, and the Certificateholders will agree by their purchase of
Certificates, to treat the Trust Fund as a partnership for purposes of federal
and state income tax, franchise tax and any other tax measured in whole or in
part by income, with the assets of the partnership being the assets held by the
Trust Fund, the partners of the partnership being the Certificateholders, and
the Notes being debt of the partnership. However, the proper characterization of
the arrangement involving the Trust Fund, the Certificates, the Notes, the Trust
Fund and the Servicer is not clear because there is no authority on transactions
closely comparable to that contemplated herein.

A variety of alternative characterizations are possible. For example,
because the Certificates have certain features characteristic of debt, the
Certificates might be considered debt of the Trust Fund. Any such
characterization would not result in materially adverse tax consequences to
Certificateholders as compared to the consequences from treatment of the
Certificates as equity in a partnership, described below. The following
discussion assumes that the Certificates represent equity interests in a

partnership.

Indexed Securities, etc. The following discussion assumes that all
payments on the Certificates are denominated in U.S. dollars, none of the
Certificates are Indexed Securities or Strip Certificates, and that a Series of
Securities includes a single class of Certificates. If these conditions are not
satisfied with respect to any given Series of Certificates, additional tax
considerations with respect to such Certificates will be disclosed in the
applicable Prospectus Supplement.

Partnership Taxation. As a partnership, the Trust Fund will not be subject
to federal income tax. Rather, each Certificateholder will be required to
separately take into account such holder's allocated share of income, gains,
losses, deductions and credits of the Trust Fund. The Trust Fund's income will
consist primarily of interest and finance charges earned on the Loans (including
appropriate adjustments for market discount, OID and bond premium) and any gain
upon collection or disposition of Loans. The Trust Fund's deductions will
consist primarily of interest accruing with respect to the Notes, servicing and
other fees, and losses or deductions upon collection or disposition of Loans.

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The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the
Trust Agreement and related documents). The Trust Agreement will provide, in
general, that the Certificateholders will be allocated taxable income of the
Trust Fund for each month equal to the sum of (i) the interest that accrues on
the Certificates in accordance with their terms for such month, including
interest accruing at the Pass Through Rate for such month and interest on
amounts previously due on the Certificates but not yet distributed; (ii) any
Trust Fund income attributable to discount on the Loans that corresponds to any
excess of the principal amount of the Certificates over their initial issue
price; (iii) prepayment premium payable to the Certificateholders for such
month; and (iv) any other amounts of income payable to the Certificateholders
for such month. Such allocation will be reduced by any amortization by the Trust
Fund of premium on Loans that corresponds to any excess of the issue price of
Certificates over their principal amount. All remaining taxable income of the
Trust Fund will be allocated to the Company. Based on the economic arrangement
of the parties, this approach for allocating Trust Fund income should be
permissible under applicable Treasury regulations, although no assurance can be
given that the IRS would not require a greater amount of income to be allocated
to Certificateholders. Moreover, even under the foregoing method of allocation,
Certificateholders may be allocated income equal to the entire Pass Through Rate
plus the other items described above even though the Trust Fund might not have
sufficient cash to make current cash distributions of such amount. Thus, cash
basis holders will in effect be required to report income from the Certificates
on the accrual basis and Certificateholders may become liable for taxes on Trust
Fund income even if they have not received cash from the Trust Fund to pay such
taxes. In addition, because tax allocations and tax reporting will be done on a
uniform basis for all Certificateholders but Certificateholders may be
purchasing Certificates at different times and at different prices,
Certificateholders may be required to report on their tax returns taxable income
that is greater or less than the amount reported to them by the Trust Fund.

All of the taxable income allocated to a Certificateholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity
(including an individual retirement account) will constitute 'unrelated business
taxable income' generally taxable to such a holder under the Code.

An individual taxpayer's share of expenses of the Trust Fund (including
fees to the Servicer but not interest expense) would be miscellaneous itemized
deductions. Such deductions might be disallowed to the individual in whole or in
part and might result in such holder being taxed on an amount of income that
exceeds the amount of cash actually distributed to such holder over the life of
the Trust Fund.

The Trust Fund intends to make all tax calculations relating to income and
allocations to Certificateholders on an aggregate basis. If the IRS were to
require that such calculations be made separately for each Loan, the Trust Fund
might be required to incur additional expense but it is believed that there
would not be a material adverse effect on Certificateholders.

Discount and Premium. It is believed that the Loans were not issued with
OID, and, therefore, the Trust should not have OID income. However, the purchase
price paid by the Trust Fund for the Loans may be greater or less than the
remaining principal balance of the Loans at the time of purchase. If so, the
Loan will have been acquired at a premium or discount, as the case may be. (As
indicated above, the Trust Fund will make this calculation on an aggregate
basis, but might be required to recompute it on a Loan by Loan basis.)

If the Trust Fund acquires the Loans at a market discount or premium, the
Trust Fund will elect to include any such discount in income currently as it
accrues over the life of the Loans or to offset any such premium against
interest income on the Loans. As indicated above, a portion of such market
discount income or premium deduction may be allocated to Certificateholders.

Section 708 Termination. Pursuant to final Treasury regulations issued May
9, 1997 under Section 708 of the Code, a sale or exchange of 50 percent or more
of the capital and profits in the Trust Fund within a 12-month period would
cause a deemed contribution of assets of the Trust Fund (the "old partnership")
to a new partnership (the "new partnership") in exchange for interests in the
new partnership. Such interests would be deemed distributed to the partners of
the old partnership in liquidation thereof, which would not constitute a sale or
exchange.

Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of Certificates in an amount equal to the difference
between the amount realized and the seller's tax basis in the Certificates sold.
A Certificateholder's tax basis in a Certificate will generally equal the
holder's cost increased by the holder's share of Trust Fund income (includible
in income) and decreased by any distributions received with respect to such

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Certificate. In addition, both the tax basis in the Certificates and the amount
realized on a sale of a Certificate would include the holder's share of the

Notes and other liabilities of the Trust Fund. A holder acquiring Certificates
at different prices may be required to maintain a single aggregate adjusted tax
basis in such Certificates, and, upon sale or other disposition of some of the
Certificates, allocate a portion of such aggregate tax basis to the Certificates
sold (rather than maintaining a separate tax basis in each Certificate for
purposes of computing gain or loss on a sale of that Certificate).

Any gain on the sale of a Certificate attributable to the holder's share of
unrecognized accrued market discount on the Receivables would generally be
treated as ordinary income to the holder and would give rise to special tax
reporting requirements. The Trust Fund does not expect to have any other assets
that would give rise to such special reporting requirements. Thus, to avoid
those special reporting requirements, the Trust Fund will elect to include
market discount in income as it accrues.

If a Certificateholder is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions
described above) over the life of the Certificates that exceeds the aggregate
cash distributions with respect thereto, such excess will generally give rise to
a capital loss upon the retirement of the Certificates.

Allocations Between Transferors and Transferees. In general, the Trust
Fund's taxable income and losses will be determined monthly and the tax items
for a particular calendar month will be apportioned among the Certificateholders
in proportion to the principal amount of Certificates owned by them as of the
close of the last day of such month. As a result, a holder purchasing
Certificates may be allocated tax items (which will affect its tax liability and
tax basis) attributable to periods before the actual transaction.

The use of such a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to
transfers of less than all of the partner's interest), taxable income or losses
of the Trust Fund might be reallocated among the Certificateholders. The Trust
Fund's method of allocation between transferors and transferees may be revised
to conform to a method permitted by future regulations.

Section 754 Election. In the event that a Certificateholder sells its
Certificates at a profit (loss), the purchasing Certificateholder will have a
higher (lower) basis in the Certificates than the selling Certificateholder had.
The tax basis of the Trust Fund's assets will not be adjusted to reflect that
higher (or lower) basis unless the Trust Fund were to file an election under
Section 754 of the Code. In order to avoid the administrative complexities that
would be involved in keeping accurate accounting records, as well as potentially
onerous information reporting requirements, the Trust Fund will not make such
election. As a result, Certificateholders might be allocated a greater or lesser
amount of Trust Fund income than would be appropriate based on their own
purchase price for Certificates.

Administrative Matters. The Owner Trustee is required to keep or have kept
complete and accurate books of the Trust Fund. Such books will be maintained for
financial reporting and tax purposes on an accrual basis and the fiscal year of
the Trust will be the calendar year. The Trustee will file a partnership
information return (IRS Form 1065) with the IRS for each taxable year of the
Trust Fund and will report each Certificateholder's allocable share of items of

Trust Fund income and expense to holders and the IRS on Schedule K-1. The Trust
Fund will provide the Schedule K-1 information to nominees that fail to provide
the Trust Fund with the information statement described below and such nominees
will be required to forward such information to the beneficial owners of the
Certificates. Generally, holders must file tax returns that are consistent with
the information return filed by the Trust Fund or be subject to penalties unless
the holder notifies the IRS of all such inconsistencies.

Under Section 6031 of the Code, any person that holds Certificates as a
nominee at any time during a calendar year is required to furnish the Trust Fund
with a statement containing certain information on the nominee, the beneficial
owners and the Certificates so held. Such information includes (i) the name,
address and taxpayer identification number of the nominee and (ii) as to each
beneficial owner (x) the name, address and identification number of such person,
(y) whether such person is a United States person, a tax-exempt entity or a
foreign government, an international organization, or any wholly owned agency or
instrumentality of either of the foregoing, and (z) certain information on
Certificates that were held, bought or sold on behalf of such person throughout
the year. In addition, brokers and financial institutions that hold Certificates
through a nominee are required to furnish directly to the Trust Fund information
as to themselves and their ownership of Certificates. A clearing agency
registered under Section 17A of the Exchange Act is not required to furnish any
such information statement to the Trust Fund. The information referred to above
for any calendar year must be furnished to the

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Trust Fund on or before the following January 31. Nominees, brokers and
financial institutions that fail to provide the Trust Fund with the information
described above may be subject to penalties.

The Company will be designated as the tax matters partner in the related
Trust Agreement and, as such, will be responsible for representing the
Certificateholders in any dispute with the IRS. The Code provides for
administrative examination of a partnership as if the partnership were a
separate and distinct taxpayer. Generally, the statute of limitations for
partnership items does not expire before three years after the date on which the
partnership information return is filed. Any adverse determination following an
audit of the return of the Trust Fund by the appropriate taxing authorities
could result in an adjustment of the returns of the Certificateholders, and,
under certain circumstances, a Certificateholder may be precluded from
separately litigating a proposed adjustment to the items of the Trust Fund. An
adjustment could also result in an audit of a Certificateholder's returns and
adjustments of items not related to the income and losses of the Trust Fund.

Tax Consequences to Foreign Certificateholders. It is not clear whether
the Trust Fund would be considered to be engaged in a trade or business in the
United States for purposes of federal withholding taxes with respect to non-U.S.
persons because there is no clear authority dealing with that issue under facts
substantially similar to those described herein. Although it is not expected
that the Trust Fund would be engaged in a trade or business in the United States
for such purposes, the Trust Fund will withhold as if it were so engaged in
order to protect the Trust Fund from possible adverse consequences of a failure
to withhold. The Trust Fund expects to withhold on the portion of its taxable

income that is allocable to foreign Certificateholders pursuant to Section 1446
of the Code, as if such income were effectively connected to a U.S. trade or
business, at a rate of 35% for foreign holders that are taxable as corporations
and 39.6% for all other foreign holders. Subsequent adoption of Treasury
regulations or the issuance of other administrative pronouncements may require
the Trust to change its withholding procedures. In determining a holder's
withholding status, the Trust Fund may rely on IRS Form W-8, IRS Form W-9 or the
holder's certification of nonforeign status signed under penalties of perjury.

Each foreign holder might be required to file a U.S. individual or
corporate income tax return (including, in the case of a corporation, the branch
profits tax) on its share of the Trust Fund's income. Each foreign holder must
obtain a taxpayer identification number from the IRS and submit that number to
the Trust on Form W-8 in order to assure appropriate crediting of the taxes
withheld. A foreign holder generally would be entitled to file with the IRS a
claim for refund with respect to taxes withheld by the Trust Fund taking the
position that no taxes were due because the Trust Fund was not engaged in a U.S.
trade or business. However, interest payments made (or accrued) to a
Certificateholder who is a foreign person generally will be considered
guaranteed payments to the extent such payments are determined without regard to
the income of the Trust Fund. If these interest payments are properly
characterized as guaranteed payments, then the interest will not be considered
'portfolio interest.' As a result, Certificateholders will be subject to United
States federal income tax and withholding tax at a rate of 30 percent, unless
reduced or eliminated pursuant to an applicable treaty. In such case, a foreign
holder would only be entitled to claim a refund for that portion of the taxes in
excess of the taxes that should be withheld with respect to the guaranteed
payments. On October 6, 1997, the Treasury Department issued new regulations
(the "New Regulations") which make certain modifications to the withholding and
information reporting rules described above. The New Regulations will generally
be effective for payments made after December 31, 1998, subject to certain
transition rules. Prospective investors are urged to consult their own tax
advisors regarding the New Regulations.

Backup Withholding. Distributions made on the Certificates and proceeds
from the sale of the Certificates will be subject to a 'backup' withholding tax
of 31% if, in general, the Certificateholder fails to comply with certain
identification procedures, unless the holder is an exempt recipient under
applicable provisions of the Code. The New Regulations described above also make
certain modifications to the backup withholding and information reporting rules.
The New Regulations will generally be effective for payments made after December
3, 1998, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.

FASIT Securities

General

The FASIT provisions of the Code were enacted by the Small Business Job
Protection Act of 1996 and create a new elective statutory vehicle for the
issuance of mortgage-backed and asset-backed securities. Although the FASIT
provisions of the Code became effective on September 1, 1997, no Treasury
regulations or other administrative guidance has been issued with respect to
those provisions. Accordingly, definitive guidance cannot be provided with
respect to many aspects of the tax treatment of FASIT Securityholders. Investors
also should note that the FASIT discussion contained herein constitutes only a
summary of the federal income tax consequences to holders of FASIT Securities.
With respect to each Series of FASIT Securities, the related Prospectus
Supplement will provide a detailed discussion regarding the federal income tax
consequences associated with the particular transaction.

FASIT Securities will be classified as either FASIT Regular Securities,
which generally will be treated as debt for federal income tax purposes, or
FASIT Ownership Securities, which generally are not treated as debt for such
purposes, but rather as representing rights and responsibilities with respect to
the taxable income or loss of the related Series FASIT. The Prospectus
Supplement for each Series of Securities will indicate whether one or more FASIT
elections will be made for that Series and which Securities of such Series will
be designated as Regular Securities, and which, if any, will be designated as
Ownership Securities.

Qualification as a FASIT

The Trust Fund underlying a Series (or one or more designated pools of
assets held in the Trust Fund) will qualify under the Code as a FASIT in which
the FASIT Regular Securities and the FASIT Ownership Securities will constitute
the "regular interests" and the "ownership interests," respectively, if (i) a
FASIT election is in effect, (ii) certain tests concerning (A) the composition
of the FASIT's assets and (B) the nature of the Securityholders' interests in
the FASIT are met on a continuing basis, and (iii) the Trust Fund is not a
regulated investment company as defined in Section 851(a) of the Code.

Asset Composition

In order for a Trust Fund (or one or more designated pools of assets held
by a Trust Fund) to be eligible for FASIT status, substantially all of the
assets of the Trust Fund (or the designated pool) must consist of "permitted
assets" as of the close of the third month beginning after the closing date and
at all times thereafter (the "FASIT Qualification Test"). Permitted assets
include (i) cash or cash equivalents, (ii) debt instruments with fixed terms
that would qualify as REMIC regular interests if issued by a REMIC (generally,
instruments that provide for interest at a fixed rate, a qualifying variable
rate, or a qualifying interest-only ("IO") type rate, (iii) foreclosure
property, (iv) certain hedging instruments (generally, interest and currency
rate swaps and credit enhancement contracts) that are reasonably required to
guarantee or hedge against the FASIT's risks associated with being the obligor

on FASIT interests, (v) contract rights to acquire qualifying debt instruments
or qualifying hedging instruments, (vi) FASIT regular interests, and (vii) REMIC
regular interests. Permitted assets do not include any debt instruments issued
by the holder of the FASIT's ownership interest or by any person related to such
holder.

Interests in a FASIT

In addition to the foregoing asset qualification requirements, the
interests in a FASIT also must meet certain requirements. All of the interests
in a FASIT must belong to either of the following: (i) one or more classes of
regular interests or (ii) a single class of ownership interest that is held by
a fully taxable domestic C corporation. In the case of Series that include FASIT
Ownership Securities, the ownership interest will be represented by the FASIT
Ownership Securities.

If a FASIT Security fails to meet one or more of the requirements set out
in clauses (iii), (iv), or (v), but otherwise meets the above requirements, it
may still qualify as a type of regular interest known as a "High-Yield
Interest." In addition, if a FASIT Security fails to meet the requirement of
clause (vi), but the interest payable on the Security consists of a specified
portion of the interest payments on permitted assets and that portion does not
vary over the life of the Security, the Security also will qualify as a
High-Yield Interest. A High-Yield Interest may be held only by domestic C
corporations that are fully subject to corporate income tax ("Eligible
Corporations"), other FASITs, and dealers in securities who acquire such
interests as inventory, rather than for investment. In addition, holders of
High-Yield Interests are subject to limitations on offset of income derived from
such interest. See "Federal Income Tax Consequences--FASIT Securities--Tax
Treatment of FASIT Regular Securities--Treatment of High-Yield Interests."

Consequences of Disqualification

If a Series FASIT fails to comply with one or more of the Code's ongoing

requirements for FASIT status during any taxable year, the Code provides that
its FASIT status may be lost for that year and thereafter. If FASIT status is
lost, the treatment of the former FASIT and the interests therein for federal
income tax purposes is uncertain. The former FASIT might be treated as a grantor
trust, as a separate association taxation as a corporation, or as a partnership.
The FASIT Regular Securities could be treated as debt instruments for federal
income tax purposes or as equity interests. Although the Code authorizes the
Treasury to issue regulations that address situations where a failure to meet
the requirements for FASIT status occurs inadvertently and in good faith, such
regulations have not yet been issued. It is possible that disqualification
relief might be accompanied by sanctions, such as the imposition of a corporate
tax on all or a portion of the FASIT's income for the period of time in which
the requirements for FASIT status are not satisfied.

Tax Treatment of FASIT Regular Securities

General. Payments received by holders of FASIT Regular Securities generally
should be accorded the same tax treatment under the Code as payments received on
other taxable corporate debt instruments and on REMIC Regular Securities. As in
the case of holders of REMIC Regular Securities, holders of FASIT Regular
Securities must report income from such Securities under an accrual method of
accounting, even if they otherwise would have used the cash receipts and
disbursements method. Except in the case of FASIT Regular Securities issued with
original issue discount or acquired with market discount or premium, interest
paid or accrued on a FASIT Regular Security generally will be treated as
ordinary income to the Securityholder and a principal payment on such Security
will be treated as a return of capital to the extent that the Securityholder's
basis is allocable to that payment. FASIT Regular Securities issued with
original issue discount or acquired with market discount or premium generally
will treat interest and principal payments on such Securities in the same manner
described for REMIC Regular Securities. See "Federal Income Tax
Consequences--Taxation of Debt Securities," "--Market Discount," and
"--Premium" above. High-Yield Securities may be held only by fully taxable
domestic C corporations, other FASITs, and certain securities dealers. Holders
of High-Yield Securities are subject to limitations on their ability to use
current losses or net operating loss carryforwards or carrybacks to offset any
income derived from those Securities.

If a FASIT Regular Security is sold or exchanged, the Securityholder
generally will recognize gain or loss upon the sale in the manner described
above for REMIC Regular Securities. See "Certain Federal Income Tax
Consequences--Sale or Exchange." In addition, if a FASIT Regular Security
becomes wholly or partially worthless as a result of Default and Delinquencies
on the underlying Assets, the holder of such Security should be allowed to
deduct the loss sustained (or alternatively be able to report a lesser amount of
income). However, the timing and character of such losses in income are
uncertain. See "Federal Income Tax Consequences--Taxation of Debt
Instruments--Effects of Default and Delinquencies."

FASIT Regular Securities held by a REIT will qualify as "real estate
assets" within the meaning of section 856(c)(5) of the Code, and interest on
such Securities will be considered Qualifying REIT Interest to the same extent
that REMIC Securities would be so considered. FASIT Regular Securities held by a
Thrift Institution taxed as a "domestic building and loan association" will
represent qualifying assets for purposes of the qualification requirements set
forth in Code Section 7701(a)(19) to the same extent that REMIC Securities would
be so considered. See "Certain Federal Income Tax Consequences--Taxation of Debt
Securities--Status as Real Property Loans." In addition, FASIT Regular
Securities held by a financial institution to which Section 585 of the Code
applies will be treated as evidences of indebtedness for purposes of Section
582(c)(1) of the Code. FASIT Securities will not qualify as "Government
securities" for either REIT or RIC qualification purposes.

Treatment of High-Yield Interests

High-Yield Interests are subject to special rules regarding the eligibility
of holders of such interests, and the ability of such holders to offset income
derived from their FASIT Security with losses. High-Yield Interests may be held
only by Eligible Corporations, other FASITs, and dealers in securities who
acquire such interests as inventory. If a securities dealer (other than an
Eligible Corporation) initially acquires a High-Yield Interest as inventory, but
later begins to hold it for investment, the dealer will be subject to an excise
tax equal to the income from the High-Yield Interest multiplied by the highest
corporate income tax rate. In addition, transfers of High-Yield Interests to
disqualified holders will be disregarded for federal income tax purposes, and
the transferor still will be treated as the holder of the High-Yield Interest.

The holder of a High-Yield Interest may not use non-FASIT current losses or
net operating loss carryforwards or carrybacks to offset any income derived from
the High-Yield Interest, for either regular federal income tax purposes or for
alternative minimum tax purposes. In addition, the FASIT provisions contain an
anti-abuse rule that imposes corporate income tax on income derived from a FASIT
Regular Security that is held by a pass-through entity (other than another
FASIT) that issues debt or equity securities backed by the FASIT Regular
Security and that have the same features as High-Yield Interests.

Tax Treatment of FASIT Ownership Securities

assets and the FASIT Regular Securities issued by the FASIT according to a
constant yield methodology and under an accrual method of accounting. In
addition, holders of FASIT Ownership Securities are subject to the same
limitations on their ability to use losses to offset income from their FASIT
Security as are the holders of High-Yield Interests. See "Federal Income Tax
Consequences--FASIT Securities--Tax Treatment of FASIT Regular
Securities--Treatment of High-Yield Interests."

Rules similar to the wash sale rules applicable to REMIC Residual
Securities also will apply to FASIT Ownership Securities. Accordingly, losses on
dispositions of a FASIT Ownership Security generally will be disallowed where,
within six months before or after the disposition, the seller of such Security
acquires any other FASIT Ownership Security or, in the case of a FASIT holding
mortgage assets, any interest in a Taxable Mortgage Pool, that is economically
comparable to a FASIT Ownership Security. In addition, if any security that is
sold or contributed to a FASIT by the holder of the related FASIT Ownership
Security was required to be marked-to-market under Code section 475 by such
holder, then section 475 will continue to apply to such securities, except that
the amount realized under the mark-to-market rules will be the greater of the
securities' value under present law or the securities' value after applying
special valuation rules contained in the FASIT provisions. Those special
valuation rules generally require that the value of debt instruments that are
not traded on an established securities market be determined by calculating the
present value of the reasonably expected payments under the instrument using a
discount rate of 120% of the applicable Federal rate, compounded semiannually.

The holder of a FASIT Ownership Security will be subject to a tax equal to
100% of the net income derived by the FASIT from any "prohibited transactions."
Prohibited transactions include (i) the receipt of income derived from assets
that are not permitted assets, (ii) certain dispositions of permitted assets,
(iii) the receipt of any income derived from any loan originated by a FASIT, and
(iv) in certain cases, the receipt of income representing a servicing fee or
other compensation. Any Series for which a FASIT election is made generally will
be structured in order to avoid application of the prohibited transaction tax.

Backup Withholding, Reporting and Tax Administration

Holders of FASIT Securities will be subject to backup withholding to the
same extent holders of REMIC Securities would be subject. See "Certain Federal
Income Tax Consequences--Miscellaneous Tax Aspects--Backup Withholding." For
purposes of reporting and tax administration, holders of record of FASIT
Securities generally will be treated in the same manner as holders of REMIC
Securities.

DUE TO THE COMPLEXITY OF THE FEDERAL INCOME TAX RULES APPLICABLE TO
SECURITYHOLDERS AND THE CONSIDERABLE UNCERTAINTY THAT EXISTS WITH RESPECT
TO MANY ASPECTS OF THOSE RULES, POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN
TAX ADVISORS REGARDING THE TAX TREATMENT OF THE ACQUISITION, OWNERSHIP, AND
DISPOSITION OF THE SECURITIES.

STATE TAX CONSIDERATIONS

In addition to the federal income tax consequences described in 'Certain
Federal Income Tax Considerations,' potential investors should consider the
state and local income tax consequences of the acquisition, ownership, and
disposition of the Securities. State and local income tax law may differ
substantially from the corresponding federal law, and this discussion does not
purport to describe any aspect of the income tax laws of any state or locality.
Therefore, potential investors should consult their own tax advisors with
respect to the various state and local tax consequences of an investment in the
Securities.

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ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended ('ERISA')
and the Code impose certain restrictions on employee benefit plans subject to
ERISA and on plans and other arrangements subject to Section 4975 of the Code
('Plans'), and on persons who are parties in interest or disqualified persons
('parties in interest') with respect to such Plans. Certain employee benefit
plans, such as governmental plans and church plans (if no election has been made
under Section 410(d) of the Code), are not subject to the restrictions of ERISA,
and assets of such plans may be invested in the Securities without regard to the
ERISA considerations described below, subject to other applicable federal and
state law. However, any such governmental or church plan which is qualified
under Section 401(a) of the Code and exempt from taxation under Section 501(a)
of the Code is subject to the prohibited transaction rules set forth in Section
503 of the Code.

Investments by Plans are subject to ERISA's general fiduciary requirements,
including the requirement of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents
governing the Plan.

Section 406 of ERISA prohibits parties in interest with respect to a Plan
from engaging in certain transactions ('prohibited transactions') involving a
Plan and its assets unless a statutory or administrative exemption applies to
the transaction. Section 4975 of the Code imposes certain excise taxes (or, in
some cases, a civil penalty may be assessed pursuant to Section 502(i) of ERISA)
on parties in interest which engage in non-exempt prohibited transactions.

The United States Department of Labor ('DOL') has issued a final regulation
(29 C.F.R. Section 2510.3-101) containing rules for determining what constitutes
the assets of a Plan. This regulation provides that, as a general rule, the
underlying assets and properties of corporations, partnerships, trusts and
certain other entities in which a Plan makes an investment in an 'equity
interest' will be deemed for purposes of ERISA to be assets of the Plan unless
certain exceptions apply.

Under the terms of the regulation, the Trust Fund may be deemed to hold
plan assets by reason of a Plan's investment in a Security; such plan assets

would include an undivided interest in the Primary Assets and any other assets
held by the Trust Fund. In such an event, persons providing services with
respect to the assets of the Trust Fund, may be parties in interest, subject to
the fiduciary responsibility provisions of Title I of ERISA, including the
prohibited transaction provisions of Section 406 of ERISA (and of Section 4975
of the Code), with respect to transactions involving such assets unless such
transactions are subject to a statutory or administrative exemption.

One such exception applies if the interest described is treated as
indebtedness under applicable local law and which has no substantial equity
features. Generally, a profits interest in a partnership, an undivided ownership
interest in property and a beneficial ownership interest in a trust are deemed
to be 'equity interests' under the final regulation. If Notes of a particular
Series were deemed to be indebtedness under applicable local law without any
substantial equity features, an investing Plan's assets would include such
Notes, but not, by reason of such purchase, the underlying assets of the Trust
Fund.

Another such exception applies if the class of equity interests in question
is: (i) 'widely held' (held by 100 or more investors who are independent of the
Depositor and each other); (ii) freely transferable; and (iii) sold as part of
an offering pursuant to (A) an effective registration statement under the
Securities Act of 1933, and then subsequently registered under the Securities
Exchange Act of 1934 or (B) an effective registration statement under Section
12(b) or 12(g) of the Securities Exchange Act of 1934 ('Publicly Offered
Securities'). In addition, the regulation provides that if at all times more
than 75% of the value of all classes of equity interests in the Depositor or the
Trust Fund are held by investors other than benefit plan investors (which is
defined as including plans subject to ERISA, government plans and individual
retirement accounts), the investing Plan's assets will not include any of the
underlying assets of the Depositor or the Trust Fund.

An additional exemption may also be available. On February 22, 1991, the
DOL granted to Lehman Brothers an administrative exemption, Prohibited
Transaction Exemption 91-14 (Application No. D-7958, 56 Fed. Reg. 75414) (the
'Exemption'), from certain of the prohibited transaction rules of ERISA with
respect to the initial purchase, the holding and the subsequent resale by Plans
of securities representing interests in asset-backed pass-through trusts that
consist of certain receivables, loans and other obligations that meet the
conditions

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and requirements of the Exemption. These securities should include the
Certificates, and depending upon the particular characteristics of a Series, may
include the Notes. The obligations covered by the Exemption include obligations
such as the Primary Assets (other than Private Securities which are not insured
or guaranteed by the United States or an agency or instrumentality thereof, or
Home Improvement Contracts that are unsecured). The Exemption will apply to the
acquisition, holding and resale of the Securities by a Plan, provided that
certain conditions (certain of which are described below) are met.

Among the conditions which must be satisfied for the Exemption to apply are
the following:

(i) The acquisition of the Securities by a Plan is on terms (including
the price for the Securities) that are at least as favorable to the Plan as
they would be in an arm's-length transaction with an unrelated party;

(ii) The rights and interests evidenced by the Securities acquired by
the Plan are not subordinated to the rights and interests evidenced by
other securities of the trust;

(iii) The Securities acquired by the Plan have received a rating at
the time of such acquisition that is in one of the three highest generic
rating categories from either Standard & Poor's Ratings Group ('Standard &
Poor's'), Moody's Investors Service, Inc. ('Moody's'), Duff & Phelps Inc.
('D&P') or Fitch Investors Service, Inc. ('Fitch');

(iv) The sum of all payments made to the underwriter in connection
with the distribution of the Securities represents not more than reasonable
compensation for underwriting the Securities. The sum of all payments made
to and retained by the seller pursuant to the sale of the obligations to
the trust represents not more than the fair market value of such
obligations. The sum of all payments made to and retained by the servicer
represents not more than reasonable compensation for the servicer's
services under the related servicing agreement and reimbursement of the
servicer's reasonable expenses in connection therewith;

(v) The Trustee must not be an affiliate of any other member of the
Restricted Group (as defined below); and

(vi) The Plan investing in the Securities is an 'accredited investor'
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act of 1933.

The trust also must meet the following requirements:

(i) the corpus of the trust must consist solely of assets of the type
which have been included in other investment pools;

(ii) securities in such other investment pools must have been rated in
one of the three highest rating categories of Standard & Poor's, Moody's,
D&P or Fitch for at least one year prior to the Plan's acquisition of
securities; and

(iii) securities evidencing interests in such other investment pools
must have been purchased by investors other than Plans for at least one
year prior to any Plan's acquisition of Securities.

Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions that may occur when the Plan fiduciary
causes a Plan to acquire securities in a trust in which the fiduciary (or its
affiliate) is an obligor on the receivables held in the trust provided that,
among other requirements: (i) in the case of an acquisition in connection with
the initial issuance of Securities, at least fifty (50) percent of each Class of
Securities in which Plans have invested is acquired by persons independent of
the Restricted Group and at least fifty (50) percent of the aggregate interest

in the trust is acquired by persons independent of the Restricted Group; (ii)
such fiduciary (or its affiliate) is an obligor with respect to five (5) percent
or less of the fair market value of the obligations contained in the trust;
(iii) the Plan's investment in Securities does not exceed twenty-five (25)
percent of all of the Securities outstanding after the acquisition; and (iv) no
more than twenty-five (25) percent of the assets of the Plan are invested in
securities representing an interest in one or more trusts containing assets sold
or serviced by the same entity. The Exemption does not apply to Plans sponsored
by the Company, the underwriters of the Securities, the Trustee, the Servicer,
any obligor with respect to obligations included in a Trust Fund constituting
more than five (5) percent of the aggregate unamortized principal balance of the
assets in a Trust Fund, or any affiliate of such parties (the 'Restricted
Group').

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Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA and the Code, the potential application of the
Exemption to the purchase and holding of the Securities and the potential
consequences to their specific circumstances, prior to making an investment in
the Securities. Moreover, each Plan fiduciary should determine whether under the
general fiduciary standards of investment procedure and diversification an
investment in the Securities is appropriate for the Plan, taking into account
the overall investment policy of the Plan and the composition of the Plan's
investment portfolio.

LEGAL INVESTMENT

Unless otherwise specified in the related Prospectus Supplement, the
Securities will not constitute 'mortgage-related securities' within the meaning
of SMMEA. Accordingly, investors whose investment authority is subject to legal
restrictions should consult their own legal advisors to determine whether and to
what extent the Securities constitute legal investments for them.

PLAN OF DISTRIBUTION

The Depositor may offer each Series of Securities through Lehman Brothers
Inc. ('Lehman Brothers') or one or more other firms that may be designated at
the time of each offering of such Securities. The participation of Lehman
Brothers in any offering will comply with Schedule E to the By-Laws of the
National Association of Securities Dealers, Inc. The Prospectus Supplement
relating to each Series of Securities will set forth the specific terms of the
offering of such Series of Securities and of each Class within such Series, the
names of the underwriters, the purchase price of the Securities, the proceeds to
the Depositor from such sale, any securities exchange on which the Securities
may be listed, and, if applicable, the initial public offering prices, the
discounts and commissions to the underwriters and any discounts and concessions
allowed or reallowed to certain dealers. The place and time of delivery of each
Series of Securities will also be set forth in the Prospectus Supplement
relating to such Series. Lehman Brothers is an affiliate of the Depositor.

LEGAL MATTERS

Unless otherwise specified in the related Prospectus Supplement, certain

legal matters in connection with the Securities will be passed upon for the
Depositor by Brown & Wood LLP, New York, New York.

ADDITIONAL INFORMATION

Copies of the Registration Statement of which this Prospectus forms a part
and the exhibits thereto are on file at the offices of the Securities and
Exchange Commission in Washington, D.C. Copies may be obtained at rates
prescribed by the Commission upon request to the Commission, and may be
inspected, without charge, at the offices of the Commission, 450 Fifth Street,
N.W., Washington, D.C. See 'Available Information.'

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GLOSSARY OF TERMS

The following are abbreviated definitions of certain capitalized terms used
in this Prospectus. Unless otherwise provided in a 'Supplemental Glossary' in
the Prospectus Supplement for a Series, such definitions shall apply to
capitalized terms used in such Prospectus Supplement. The definitions may vary
from those in the related Agreement for a Series and the related Agreement for a
Series generally provides a more complete definition of certain of the terms.
Reference should be made to the related Agreement for a Series for a more
compete definition of such terms.

'Accrual Termination Date' means, with respect to a Class of Compound
Interest Securities, the Distribution Date specified in the related Prospectus
Supplement.

'Advance' means cash advanced by the Servicer in respect of delinquent
payments of principal of and interest on a Loan, and for any other purposes
specified in the related Prospectus Supplement.

'Agreement' means, with respect to a Series of Certificates, the Pooling
and Servicing Agreement or Trust Agreement, and, with respect to a Series of
Notes, the Indenture and the Servicing Agreement, as the context requires.

'Appraised Value' means, with respect to property securing a Loan, the
lesser of the appraised value determined in an appraisal obtained at origination
of the Loan or sales price of such mortgaged property at such time.

'Asset Group' means, with respect to the Primary Assets and other assets
comprising the Trust Fund of a Series, a group of such Primary Assets and other
assets having the characteristics described in the related Prospectus
Supplement.

'Assumed Reinvestment Rate' means, with respect to a Series, the per annum
rate or rates specified in the related Prospectus Supplement for a particular
period or periods as the 'Assumed Reinvestment Rate' for funds held in any fund
or account for the Series.

'Available Distribution Amount' means the amount in the Distribution
Account (including amounts deposited therein from any reserve fund or other fund
or account) eligible for distribution to Holders on a Distribution Date.

'Bankruptcy Code' means the federal bankruptcy code, 11 United States Code
101 et seq., and related rules and regulations promulgated thereunder.

'Business Day' means a day that, in the City of New York or in the city or
cities in which the corporate trust office of the Trustee are located, is
neither a legal holiday nor a day on which banking institutions are authorized
or obligated by law, regulations or executive order to be closed.

'Certificate' means the Asset-Backed Certificates.

'Class' means a Class of Securities of a Series.

'Closing Date' means, with respect to a Series, the date specified in the
related Prospectus Supplement as the date on which Securities of such Series are
first issued.

'Code' means the Internal Revenue Code of 1986, as amended, and regulations
(including proposed regulations) or other pronouncements of the Internal Revenue
Service promulgated thereunder.

'Collection Account' means, with respect to a Series, the account
established in the name of the Servicer for the deposit by the Servicer of
payments received from the Primary Assets.

'Combined Loan-to-Value Ratio' means, with respect to a Loan, the ratio
determined as set forth in the related Prospectus Supplement taking into account
the amounts of any related senior mortgage loans on the related Mortgaged
Property.

'Commission' means the Securities and Exchange Commission.

'Compound Interest Security' means any Security of a Series on which all or
a portion of the interest accrued thereon is added to the principal balance of
such Security on each Distribution Date, through the Accrual

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Termination Date, and with respect to which no interest shall be payable until
such Accrual Termination Date, after which interest payments will be made on the
Compound Value thereof.

'Compound Value' means, with respect to a Class of Compound Interest
Securities, the original principal balance of such Class, plus all accrued and
unpaid interest, if any, previously added to the principal balance thereof and
reduced by any payments of principal previously made on such Class of Compound
Interest Securities.

'Condominium' means a form of ownership of real property wherein each owner
is entitled to the exclusive ownership and possession of his or her individual
Condominium Unit and also owns a proportionate undivided interest in all parts
of the Condominium Building (other than the individual Condominium Units) and
all areas or facilities, if any, for the common use of the Condominium Units.

'Condominium Association' means the person(s) appointed or elected by the
Condominium Unit owners to govern the affairs of the Condominium.

'Condominium Building' means a multi-unit building or buildings, or a group
of buildings whether or not attached to each other, located on property subject
to Condominium ownership.

'Condominium Loan' means a Loan secured by a Mortgage on a Condominium Unit
(together with its appurtenant interest in the common elements).

'Condominium Unit' means an individual housing unit in a Condominium
Building.

'Cooperative' means a corporation owned by tenant-stockholders who, through
the ownership of stock, shares or membership securities in the corporation,
receive proprietary leases or occupancy agreements which confer exclusive rights
to occupy specific units and which is described in Section 216 of the Code.

'Cooperative Dwelling' means an individual housing unit in a building owned
by a Cooperative.

'Cooperative Loan' means a housing loan made with respect to a Cooperative
Dwelling and secured by an assignment by the borrower (tenant-stockholder) or
security interest in shares issued by the applicable Cooperative.

'Cut-off Date' means the date designated as such in the related Prospectus
Supplement for a Series.

'Debt Securities' means Securities characterized as indebtedness for
federal income tax purposes, and Regular Interest Securities.

'Deferred Interest' means the excess of the interest accrued on the
outstanding principal balance of a Loan during a specified period over the
amount of interest required to be paid by an obligor on such Loan on the related
Due Date.

'Deposit Agreement' means a guaranteed investment contract or reinvestment
agreement providing for the investment of funds held in a fund or account,
guaranteeing a minimum or a fixed rate of return on the investment of moneys
deposited therein.

'Depositor' means Lehman ABS Corporation.

'Disqualified Organization' means the United States, any State or political
subdivision thereof, any possession of the United States, any foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, a rural electric or telephone cooperative described in
section 1381(a)(2)(C) of the Code, or any entity exempt from the tax imposed by
sections 1-1399 of the Code, if such entity is not subject to tax on its
unrelated business income.

'Distribution Account' means, with respect to a Series, the account
established in the name of the Trustee for the deposit of remittances received
from the Servicer with respect to the Primary Assets.

'Distribution Date' means, with respect to a Series or Class of Securities,
each date specified as a distribution date for such Series or Class in the
related Prospectus Supplement.

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'Due Date' means each date, as specified in the related Prospectus
Supplement for a Series, on which any payment of principal or interest is due
and payable by the obligor on any Primary Asset pursuant to the terms thereof.

'Eligible Investments' means any one or more of the obligations or
securities described as such in the related Agreement.

'Enhancement' means the enhancement for a Series, if any, specified in the
related Prospectus Supplement.

'Enhancer' means the provider of the Enhancement for a Series specified in
the related Prospectus Supplement.

'ERISA' means the Employee Retirement Income Security Act of 1974, as
amended.

'Escrow Account' means an account, established and maintained by the
Servicer for a Loan, into which payments by borrowers to pay taxes, assessments,
mortgage and hazard insurance premiums and other comparable items required to be
paid to the mortgagee are deposited.

'FHLMC' means the Federal Home Loan Mortgage Corporation.

'Final Scheduled Distribution Date' means, with respect to a Class of Notes
of a Series, the date no later than which principal thereof will be fully paid
and with respect to a Class of Certificates of a Series, the date after which no
Certificates of such Class will remain outstanding, in each case based on the
assumptions set forth in the related Prospectus Supplement.

'FNMA' means the Federal National Mortgage Association.

'Holder' means the person or entity in whose name a Security is registered.

'Home Improvements' means the home improvements financed by a Home
Improvement Contract.

'Home Improvement Contract' means any home improvement installment sales
contracts and installment loan agreements which may be unsecured or secured by
purchase money security interests in the Home Improvements financed thereby.

'HUD' means the United States Department of Housing and Urban Development.

'Indenture' means the indenture relating to a Series of Notes between the
Trust Fund and the Trustee.

'Index' means the index applicable to any adjustments in the Loan Rates of
any adjustable rate Loans.

'Insurance Policies' means certain mortgage insurance, hazard insurance and
other insurance policies required to be maintained with respect to Loans.

'Insurance Proceeds' means amounts paid by the insurer under any of the
Insurance Policies covering any Loan or Mortgaged Property.

'Interest Only Securities' means a Class of Securities entitled solely or
primarily to distributions of interest and which is identified as such in the
related Prospectus Supplement.

'IRS' means the Internal Revenue Service.

'LCPI' means Lehman Commercial Paper Inc.

'Lehman Brothers' means Lehman Brothers Inc.

'Lifetime Rate Cap' means the lifetime limit, if any, on the Loan Rate
during the life of each adjustable rate Loan.

'Liquidation Proceeds' means amounts received by the Servicer in connection
with the liquidation of a Loan, net of liquidation expenses.

'Loan Rate' means, unless otherwise indicated herein or in the Prospectus
Supplement, the interest rate borne by a Loan.

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'Loans' means Mortgage Loans and/or Home Improvement Contracts,
collectively. A Loan refers to a specific Mortgage Loan or Home Improvement
Contract, as the context requires.

'Loan-to-Value Ratio' means, with respect to a Loan, the ratio determined
as set forth in the related Prospectus Supplement.

'Minimum Rate' means the lifetime minimum Loan Rate during the life of each
adjustable rate Loan.

'Minimum Principal Payment Agreement' means a minimum principal payment
agreement with an entity meeting the criteria of the Rating Agencies.

'Modification' means a change in any term of a Loan.

'Mortgage' means the mortgage, deed of trust or other similar security
instrument securing a Mortgage Note.

'Mortgage Loan' means a closed-end and/or revolving home equity loan or
balance thereof and/or loans of which the proceeds have been applied to the
purchase of the related Mortgaged Property, in each case secured by a Mortgaged
Property.

'Mortgage Note' means the note or other evidence of indebtedness of a
Mortgagor under the Loan.

'Mortgagor' means the obligor on a Mortgage Note.

'1986 Act' means the Tax Reform Act of 1986.

'Notes' means the Asset-Backed Notes.

'Notional Amount' means the amount set forth in the related Prospectus
Supplement for a Class of Interest Only Securities.

'PAC' ('Planned Amortization Class Securities') means a Class of Securities
of a Series on which payments of principal are made in accordance with a
schedule specified in the related Prospectus Supplement, based on certain
assumptions stated therein.

'Participating Securities' means Securities entitled to receive payments of
principal and interest and an additional return on investment as described in
the related Prospectus Supplement.

'Pass-Through Security' means a security representing an undivided
beneficial interest in a pool of assets, including the right to receive a
portion of all principal and interest payments relating to those assets.

'Pay Through Security' means Regular Interest Securities and certain Debt
Securities that are subject to acceleration due to prepayments on the underlying
Primary Assets.

'Person' means any individual, corporation, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization, or government or any agency or political
subdivision thereof.

'Pooling and Servicing Agreement' means the pooling and servicing agreement
relating to a Series of Certificates among the Depositor, the Servicer (if such
Series relates to Loans) and the Trustee.

'Primary Assets' means the Private Securities and/or Loans, as the case may
be, which are included in the Trust Fund for such Series. A Primary Asset refers
to a specific Private Security or Loan, as the case may be.

'Principal Balance' means, with respect to a Primary Asset and as of a Due
Date, the original principal amount of the Primary Asset, plus the amount of any
Deferred Interest added to such principal amount, reduced by all payments, both
scheduled or otherwise, received on such Primary Asset prior to such Due Date
and applied to principal in accordance with the terms of the Primary Asset.

'Principal Only Securities' means a Class of Securities entitled solely or
primarily to distributions of principal and identified as such in the Prospectus
Supplement.

'Private Security' means a participation or pass-through certificate
representing a fractional, undivided interest in Underlying Loans or
collateralized obligations secured by Underlying Loans.

<PAGE>

'Property' means either a Home Improvement or a Mortgaged Property securing
a Loan, as the context requires.

'PS Agreement' means the pooling and servicing agreement, indenture, trust
agreement or similar agreement pursuant to which a Private Security is issued.

'PS Servicer' means the servicer of the Underlying Loans.

'PS Sponsor' means, with respect to Private Securities, the sponsor or
depositor under a PS Agreement.

'PS Trustee' means the trustee designated under a PS Agreement.

'Qualified Insurer' means a mortgage guarantee or insurance company duly
qualified as such under the laws of the states in which the Mortgaged Properties
are located duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided.

'Rating Agency' means the nationally recognized statistical rating
organization (or organizations) which was (or were) requested by the Depositor
to rate the Securities upon the original issuance thereof.

'Regular Interest' means a regular interest in a REMIC.

'REMIC' means a real estate mortgage investment conduit.

'REMIC Administrator' means the Person, if any, specified in the related
Prospectus Supplement for a Series for which a REMIC election is made, to serve
as administrator of the Series.

'REMIC Provisions' means the provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations, including proposed regulations and rulings, and
administrative pronouncements promulgated thereunder, as the foregoing may be in
effect from time to time.

'REO Property' means real property which secured a defaulted Loan,
beneficial ownership of which has been acquired upon foreclosure, deed in lieu
of foreclosure, repossession or otherwise.

'Reserve Fund' means, with respect to a Series, any Reserve Fund
established pursuant to the related Agreement.

'Residual Interest' means a residual interest in a REMIC.

'Retained Interest' means, with respect to a Primary Asset, the amount or
percentaged specified in the related Prospectus Supplement which is not included
in the Trust Fund for the related Series.

'Scheduled Payments' means the scheduled payments of principal and interest
to be made by the borrower on a Primary Asset.

'Securities' means the Notes or the Certificates.

'Seller' means the seller of the Primary Assets to the Depositor identified
in the related Prospectus Supplement for a Series.

'Senior Securityholder' means a holder of a Senior Security.

'Senior Securities' means a Class of Securities as to which the holders'
rights to receive distributions of principal and interest are senior to the
rights of holders of Subordinate Securities, to the extent specified in the
related Prospectus Supplement.

'Series' means a separate series of Securities sold pursuant to this
Prospectus and the related Prospectus Supplement.

'Servicer' means, with respect to a Series relating to Loans, the Person if
any, designated in the related Prospectus Supplement to service Loans for that
Series, or the successors or assigns of such Person.

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'Single Family Property' means property securing a Loan consisting of one-
to four-family attached or detached residential housing, including Cooperative
Dwellings.

'Stripped Securities' means Pass-Through Securities representing interests
in Primary Assets with respect to which all or a portion of the principal
payments have been separated from all or a portion of the interest payments.

'Subordinate Securityholder' means a Holder of a Subordinate Security.

'Subordinated Securities' means a Class of Securities as to which the
rights of holders to receive distributions of principal, interest or both is
subordinated to the rights of holders of Senior Securities, and may be allocated
losses and shortfalls prior to the allocation thereof to other Classes of
Securities, to the extent and under the circumstances specified in the related
Prospectus Supplement.

'Trustee' means the trustee under the applicable Agreement and its
successors.

'Trust Fund' means, with respect to any Series of Securities, the trust
holding all money, instruments, securities and other property, including all
proceeds thereof, which are, with respect to a Series of Certificates, held for
the benefit of the Holders by the Trustee under the Pooling and Servicing
Agreement or Trust Agreement, or, with respect to a Series of Notes, pledged to
the Trustee under the Indenture as a security for such Notes, including, without
limitation, the Primary Assets (except any Retained Interests), all amounts in
the Distribution Account, Collection Account or Reserve Funds, distributions on
the Primary Assets (net of servicing fees), and reinvestment earnings on such
net distributions and any Enhancement and all other property and interests held
by or pledged to the Trustee pursuant to the related Agreement for such Series.

'UCC' means the Uniform Commercial Code.

'Underlying Loans' means home equity loans of the type eligible to be Loans
underlying or securing Private Securities.

'Variable Interest Security' means a Security on which interest accrues at
a rate that is adjusted, based upon a predetermined index, at fixed periodic
intervals, all as set forth in the related Prospectus Supplement.

'Zero Coupon Security' means a Security entitled to receive payments of
principal only.

<PAGE>

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1997.

PROSPECTUS

LEHMAN ABS CORPORATION
ASSET-BACKED CERTIFICATES
ASSET-BACKED NOTES
(ISSUABLE IN SERIES)

As specified in the related Prospectus Supplement, the Certificates of a
Series will evidence undivided interests in certain assets deposited into a
trust (each, a 'Trust Fund') by the Depositor pursuant to a Pooling and
Servicing Agreement or a Trust Agreement, as described herein. As specified in
the related Prospectus Supplement, the Notes of a Series will be issued and
secured pursuant to an Indenture and will represent indebtedness of the related
Trust Fund. The Trust Fund for a Series of Securities will include assets
purchased from the seller or sellers specified in the related Prospectus
Supplement (the 'Seller') composed of (a) Primary Assets, which may include one
or more pools of (i) home improvement installment sales contracts and
installment loan agreements (the 'Home Improvement Contracts') which are either
unsecured or secured by mortgages primarily on one-to-four family residential
properties, unless otherwise specified in the related Prospectus Supplement, or
by purchase money security interests in the home improvements financed thereby
(the 'Home Improvements') and (ii) manufactured housing installment sales
contracts and installment loan agreements (the 'Manufactured Housing Contracts'
and together with the Home Improvement Contracts, the 'Contracts') secured by
either security interests in the Manufactured Homes (as defined herein) or by
mortgages on real estate on which the related Manufactured Homes are located
and/or (iii) Private Securities (as defined herein), (b) all monies due
thereunder net, if and as provided in the related Prospectus Supplement, of
certain amounts payable to the servicer of the Contracts, which servicer may
also be the Seller, specified in the related Prospectus Supplement (the
'Servicer'), and (c) certain funds, Enhancement (as defined herein) and other
assets as described herein and in the related Prospectus Supplement.

related Prospectus Supplement. If so specified in the related Prospectus
Supplement, the Primary Assets and other assets comprising the Trust Fund may be
divided into one or more Asset Groups and each Class of the related Series will
evidence beneficial ownership of the corresponding Asset Group, as applicable.

The rate of reduction of the aggregate principal balance of each Class of a
Series may depend principally upon the rate of payment (including prepayments)
with respect to the Contracts or Underlying Contracts relating to the Private
Securities, as applicable. A rate of prepayment lower or higher than anticipated
will affect the yield on the Securities of a Series in the manner described
herein and in the related Prospectus Supplement. Under certain limited
circumstances described herein and in the related Prospectus Supplement, a
Series of Securities may be subject to termination or redemption under the
circumstances described herein and in the related Prospectus Supplement.

FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT IN THE
CERTIFICATES, SEE PAGE 12.

NOTES OF A GIVEN SERIES REPRESENT OBLIGATIONS OF, AND CERTIFICATES OF A SERIES
EVIDENCE BENEFICIAL INTERESTS IN THE RELATED TRUST FUND ONLY AND ARE NOT
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR BY THE DEPOSITOR, THE SELLER, THE
TRUSTEE, THE SERVICER OR BY ANY OF THEIR RESPECTIVE AFFILIATES OR,
UNLESS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS SUPPLEMENT, BY ANY
OTHER PERSON OR ENTITY. THE DEPOSITOR'S ONLY OBLIGATIONS WITH RESPECT
TO ANY SERIES OF SECURITIES WILL BE PURSUANT TO CERTAIN
REPRESENTATIONS AND WARRANTIES SET FORTH IN THE RELATED AGREEMENT
AS DESCRIBED HEREIN OR IN THE RELATED PROSPECTUS SUPPLEMENT. SEE
'RISK FACTORS' FOR CERTAIN FACTORS TO BE CONSIDERED IN
PURCHASING THE SECURITIES.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

LEHMAN BROTHERS

, 199__

<PAGE>

PROSPECTUS SUPPLEMENT

AVAILABLE INFORMATION

also be obtained from the Public Reference Section of the Commission, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, the Securities And Exchange Commission (the "Commission") maintains
a Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, including the
Depositor, that file electonically with the Commission.

REPORTS TO HOLDERS

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All documents filed with respect to each Trust pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of any Prospectus Supplement and prior to the termination
of any offering of Securities shall be deemed to be incorporated by reference
into such Prospectus Supplement and this Prospectus. Any statement contained in
a document incorporated or deemed to be incorporated or deemed to be
incorporated by reference in any Prospectus Supplement or in this Prospectus
shall be deemed to be modified or superseded for purposes of such Prospectus
Supplement and this Prospectus to the extent that a statement contained in any
Prospectus Supplement or in this Prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute part of any Prospectus Supplement.

<PAGE>

SUMMARY OF TERMS

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SECURITIES OFFERED................... Asset-Backed Certificates (the 'Certificates') and Asset-Backed Notes (the
'Notes'). Certificates are issuable from time to time in Series pursuant
to a Pooling and Servicing Agreement or Trust Agreement. Each

Certificate of a Series will evidence an interest in the Trust Fund for
such Series, or in an Asset Group specified in the related Prospectus
Supplement. Notes are issuable from time to time in Series pursuant to
an Indenture. Each Series of Securities will consist of one or more
Classes, one or more of which may be Classes of Compound Interest
Securities, Planned Amortization Class ('PAC') Securities, Variable
Interest Securities, Zero Coupon Securities, Principal Only Securities,
Interest Only Securities, Participating Securities, Senior Securities or
Subordinate Securities. Each Class may differ in, among other things,
the amounts allocated to and the priority of principal and interest
payments, Final Scheduled Distribution Dates, Distribution Dates and
interest rates. The Securities of each Class will be issued in fully
registered form in the denominations specified in the related Prospectus
Supplement. If so specified in the related Prospectus Supplement, the
Securities or certain Classes of such Securities offered thereby may be
available in book-entry form only.

DEPOSITOR............................ Lehman ABS Corporation (the 'Depositor') was incorporated in the State of
Delaware on January 29, 1988, and is a wholly-owned, special purpose
subsidiary of Lehman Commercial Paper Inc. ('LCPI'), which itself is a
wholly-owned subsidiary of Lehman Brothers Inc. ('Lehman Brothers'),
which is a wholly-owned subsidiary of Lehman Brothers Holdings Inc.
('Holdings'). None of Lehman Brothers, LCPI, Holdings nor any other
affiliate of the Depositor, the Servicer, the Trustee or the Seller has
guaranteed or is otherwise obligated with respect to the Securities of
any Series. See 'THE DEPOSITOR.'

INTEREST PAYMENTS.................... Interest payments on the Securities of a Series entitled by their terms to
receive interest will be made on each Distribution Date, to the extent
set forth in, and at the applicable rate specified in (or determined in
the manner set forth in), the related Prospectus Supplement. The
interest rate on Securities of a Series may be variable or change with
changes in the rates of interest on the related Contracts or Underlying
Contracts relating to the Private Securities, as applicable and/or as
prepayments occur with respect to such Contracts or Underlying
Contracts, as applicable. Interest Only Securities may be assigned a
'Notional Amount' set forth in the related Prospectus Supplement which
is used solely for convenience in expressing the calculation of interest
and for certain other purposes and does not represent the right to
receive any distributions allocable to principal. Principal Only
Securities may not be entitled to receive any interest payments or may
be entitled to receive only nominal interest payments. Interest payable
on the Securities of a Series on a Distribution Date will include all
interest accrued during the period specified in the related Prospectus
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<S> <C>
Supplement. See 'DESCRIPTION OF THE SECURITIES--Payments of Interest.'

PRINCIPAL PAYMENTS................... All payments of principal of a Series of Securities will be made in an

aggregate amount determined as set forth in the related Prospectus
Supplement and will be paid at the times and will be allocated among the
Classes of such Series in the order and amounts, and will be applied
either on a pro rata or a random lot basis among all Securities of any
such Class, all as specified in the related Prospectus Supplement.

FINAL SCHEDULED
DISTRIBUTION DATE
OF THE SECURITIES.................. The Final Scheduled Distribution Date with respect to each Class of Notes
is the date no later than which principal thereof will be fully paid and
with respect to each Class of Certificates is the date after which no
Certificates of such Class are expected to remain outstanding, in each
case calculated on the basis of the assumptions applicable to such
Series described in the related Prospectus Supplement. The Final
Scheduled Distribution Date of a Class may equal the maturity date of
the Primary Asset in the related Trust Fund which has the latest stated
maturity or will be determined as described herein and in the related
Prospectus Supplement.

The actual final Distribution Date of the Securities of a Series will
depend primarily upon the rate of payment (including prepayments,
liquidations due to default, the receipt of proceeds from casualty
insurance policies and repurchases) of the Contracts or Underlying
Contracts relating to the Private Securities, as applicable, in the
related Trust Fund. Unless otherwise specified in the related Prospectus
Supplement, the actual final Distribution Date of any Security is likely
to occur earlier and may occur substantially earlier or may occur later
than its Final Scheduled Distribution Date as a result of the
application of prepayments to the reduction of the principal balances of
the Securities and as a result of defaults on the Primary Assets. The
rate of payments on the Contracts or Underlying Contracts relating to
the Private Securities, as applicable, in the Trust Fund for a Series
will depend on a variety of factors, including certain characteristics
of such Contracts or Underlying Contracts, as applicable, and the
prevailing level of interest rates from time to time, as well as on a
variety of economic, demographic, tax, legal, social and other factors.
No assurance can be given as to the actual prepayment experience with
respect to a Series. See 'RISK FACTORS--Prepayment and Yield
Considerations' and 'DESCRIPTION OF THE SECURITIES--Weighted Average
Life of the Securities' herein.

OPTIONAL TERMINATION................. One or more Classes of Securities of any Series may be redeemed or
repurchased in whole or in part, at the Depositor's or the Servicer's
option, at such time and under the circumstances specified in the
related Prospectus Supplement, at the price set forth therein. If so
specified in the related Prospectus Supplement for a Series of
Securities, the Depositor, the Servicer, or such other entity that is
specified in the related Prospectus Supplement, may, at its option,
cause an early termination of the related Trust Fund by repurchasing all
of the Primary Assets remaining in the Trust Fund on or after a
specified date, or on or after such time as the aggregate principal
balance of the Securities of the Series or the Primary Assets relating
to
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<TABLE>
<S> <C>
such Series, as specified in the related Prospectus Supplement, is less
than the amount or percentage specified in the related Prospectus
Supplement. See 'DESCRIPTION OF THE SECURITIES--Optional Redemption,
Purchase or Termination.'

In addition, the Prospectus Supplement may provide other circumstances
under which Holders of Securities of a Series could be fully paid
significantly earlier than would otherwise be the case if payments or
distributions were solely based on the activity of the related Primary
Assets.

THE TRUST FUND....................... The Trust Fund for a Series of Securities will consist of one or more of
the assets described below, as described in the related Prospectus
Supplement.

A. PRIMARY ASSETS............... The Primary Assets for a Series may consist of any combination of the
following assets, to the extent and as specified in the related
Prospectus Supplement. The Primary Assets will be purchased from the
Seller or may be purchased by the Depositor in secondary market transactions,
not from the issuer of such Private Securities or an affiliate thereof, or,
in the case of the Loans, in privately negotiated transactions, including
transactions with entities affiliated with the Depositor.

(1) CONTRACTS.............. Primary Assets for a Series will consist, in whole or in part, of
Contracts. Some Contracts may be delinquent or non-performing as specified
in the related Prospectus Supplement. Contracts may be originated by or
acquired from an affiliate of the Depositor and an affiliate of the
Depositor may be an obligor with respect to any such Contracts. The
Contracts will be conventional contracts or contracts incurred by the
Federal Housing Administration ('FHA') or partially guaranteed by the
Veterans Administration ('VA'). To the extent provided in the related
Prospectus Supplement, additional Contracts may be periodically added to
the Trust Fund, or may be removed from time to time if certain asset
value tests are met, as described in the related Prospectus Supplement.

The 'Contracts' for a Series will consist of (i) home improvement
installment sales contracts and installment loan agreements (the 'Home
Improvement Contracts') and (ii) manufactured housing installment sales
contracts and installment loan agreements (the 'Manufactured Housing
Contracts' and together with the Home Improvement Contracts, the
'Contracts'). Contracts may, as specified in the related Prospectus
Supplement, have various payment characteristics, including balloon or
other irregular payment features, and may accrue interest at a fixed
rate or an adjustable rate.

As specified in the related Prospectus Supplement, the Contracts may be
secured by mortgages or deeds of trust or other similar security
instruments creating a lien on a residential property (each, a

'Mortgaged Property'), which may be subordinated to one or more senior
liens on the Mortgaged Property, as described in the related Prospectus
Supplement. As specified in the related Prospectus Supplement, Contracts
may be unsecured or secured by purchase money security interests in the
Home Improvements financed thereby and the Manufactured Housing
Contracts may be secured by security interests in Manufactured Homes.
The Mortgaged Properties, the Home Improvements and the Manufactured
Homes are collectively referred to herein as the 'Properties.'
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<TABLE>
<S> <C>
The related Prospectus Supplement will describe certain characteristics of
the Contracts for a Series, including, without limitation, and to the
extent relevant: (a) the aggregate unpaid principal balance of the
Contracts (or the aggregate unpaid principal balance included in the
Trust Fund for the related Series) and the average outstanding principal
balance of the Contracts; (b) the weighted average Loan Rate on the
Contracts as of the Cut-off Date; (c) the Combined Loan-to-Value Ratios
or Loan-to-Value Ratios, as applicable, of the Contracts, computed in
the manner described in the related Prospectus Supplement; (d) the
percentage (by principal balance as of the Cut-off Date) of Contracts
that accrue interest at adjustable or fixed interest rates; (e) any
enhancement relating to the Contracts; (f) the percentage (by principal
balance as of the Cut-off Date) of Contracts that are secured by
Mortgaged Properties, Home Improvements, Manufactured Homes, the real
estate on which the Manufactured Homes are located or are unsecured; (g)
the geographic distribution of the Properties securing the Contracts;
(h) the use and type of each Property securing the Contracts; (i) the
lien priority of the Contracts and (j) the delinquency status and year
of origination of the Contracts.

(2) PRIVATE SECURITIES..... Primary Assets for a Series may consist, in whole or in part, of Private
Securities which include (a) pass-through certificates representing
beneficial interests in loans of the type that would otherwise be
eligible to be Contracts (the 'Underlying Contracts') or (b)
collateralized obligations secured by Underlying Contracts. Such
pass-through certificates or collateralized obligations will have
previously been (a) offered and distributed to the public pursuant to an
effective registration statement or (b) purchased in a transaction not
involving any public offering from a person who is not an affiliate of
the issuer of such securities at the time of sale (nor an affiliate
thereof at any time during the three preceding months); provided a
period of three years has elapsed since the later of the date the
securities were acquired from the issuer or an affiliate thereof.
Although individual Underlying Contracts may be insured or guaranteed by
the United States or an agency or instrumentality thereof, they need not
be, and the Private Securities themselves will not be so insured or
guaranteed. See 'THE TRUST FUNDS--Private Securities.' Unless otherwise
specified in the Prospectus Supplement relating to a Series of
Securities, payments on the Private Securities will be distributed

directly to the Trustee as registered owner of such Private Securities.

The related Prospectus Supplement for a Series will specify (such
disclosure may be on an approximate basis, as described above and will
be as of the date specified in the related Prospectus Supplement) to the
extent relevant and to the extent such information is reasonably
available to the Depositor and the Depositor reasonably believes such
information to be reliable: (i) the aggregate approximate principal
amount and type of any Private Securities to be included in the Trust
Fund for such Series; (ii) certain characteristics of the Underlying
Contracts including (A) the payment features of such Underlying
Contracts (i.e., whether they are fixed rate or adjustable rate and
whether they provide for fixed level payments, negative amortization or
other payment features), (B) the approximate aggregate principal amount
of such Underlying Contracts which are insured or guaranteed by a
governmental entity, (C) the servicing fee or range of servicing fees
with respect to such Underlying Contracts, (D) the minimum and maximum
stated maturities of such Underlying Contracts at
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6
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origination, (E) the lien priority and the credit utilization rates, if
any, of such Underlying Contracts, and (F) the delinquency status and
year of origination of such Underlying Contracts; (iii) the maximum
original term-to-stated maturity of the Private Securities; (iv) the
weighted average term-to-stated maturity of the Private Securities; (v)
the pass-through or certificate rate or ranges thereof for the Private
Securities; (vi) the sponsor or depositor of the Private Securities (the
'PS Sponsor'), the servicer of the Private Securities (the 'PS
Servicer') and the trustee of the Private Securities (the 'PS Trustee');
(vii) certain characteristics of enhancement, if any, such as reserve
funds, insurance policies, letters of credit or guarantees, relating to
the Contracts underlying the Private Securities, or to such Private
Securities themselves; (viii) the terms on which the Underlying
Contracts may, or are required to, be repurchased prior to stated
maturity; and (ix) the terms on which substitute Underlying Contracts
may be delivered to replace those initially deposited with the PS
Trustee. See 'THE TRUST FUNDS--Additional Information' herein.

B. COLLECTION AND
DISTRIBUTION
ACCOUNTS................... Unless otherwise provided in the related Prospectus Supplement, all
payments on or with respect to the Primary Assets for a Series will be
remitted directly to an account (the 'Collection Account') to be
established for such Series with the Trustee or the Servicer, in the
name of the Trustee. Unless otherwise provided in the related Prospectus
Supplement, the Trustee shall be required to apply a portion of the
amount in the Collection Account, together with reinvestment earnings
from eligible investments specified in the related Prospectus
Supplement, to the payment of certain amounts payable to the Servicer

under the related Agreement and any other person specified in the
Prospectus Supplement, and to deposit a portion of the amount in the
Collection Account into a separate account (the 'Distribution Account')
to be established for such Series, each in the manner and at the times
established in the related Prospectus Supplement. All amounts deposited
in such Distribution Account will be available, unless otherwise
specified in the related Prospectus Supplement, for (i) application to
the payment of principal of and interest on such Series of Securities on
the next Distribution Date, (ii) the making of adequate provision for
future payments on certain Classes of Securities and (iii) any other
purpose specified in the related Prospectus Supplement. After applying
the funds in the Collection Account as described above, any funds
remaining in the Collection Account may be paid over to the Servicer,
the Depositor, any provider of Enhancement with respect to such Series
(an 'Enhancer') or any other person entitled thereto in the manner and
at the times established in the related Prospectus Supplement.

ENHANCEMENT.......................... If stated in the Prospectus Supplement relating to a Series, the Depositor
will obtain an irrevocable letter of credit, surety bond, certificate
insurance policy, insurance policy or other form of credit support
(collectively, 'Enhancement') in favor of the Trustee on behalf of the
Holders of such Series and any other person specified in such Prospectus
Supplement from an institution acceptable to the rating agency or
agencies identified in the related Prospectus Supplement as rating such
Series of Securities (collectively, the 'Rating Agency') for the
purposes specified in such Prospectus Supplement. The
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Enhancement will support the payments on the Securities and may be used
for other purposes, to the extent and under the conditions specified in
such Prospectus Supplement. See 'ENHANCEMENT.'

Enhancement for a Series may include one or more of the following types of
Enhancement, or such other type of Enhancement specified in the related
Prospectus Supplement.

A. SUBORDINATE
SECURITIES................. If stated in the related Prospectus Supplement, Enhancement for a Series
may consist of one or more Classes of Subordinate Securities. The rights
of Holders of such Subordinate Securities to receive distributions on
any Distribution Date will be subordinate in right and priority to the
rights of holders of Senior Securities of the Series, but only to the
extent described in the related Prospectus Supplement.

B. INSURANCE.................... If stated in the related Prospectus Supplement, Enhancement for a Series
may consist of special hazard insurance policies, bankruptcy bonds and
other types of insurance supporting payments on the Securities.

C. RESERVE FUNDS................ If stated in the Prospectus Supplement, the Depositor may deposit cash, a

letter or letters of credit, short-term investments, or other
instruments acceptable to the Rating Agency in one or more reserve funds
to be established in the name of the Trustee (each, a 'Reserve Fund'),
which will be used, as specified in such Prospectus Supplement, by the
Trustee to make required payments of principal of or interest on the
Securities of such Series, to make adequate provision for future
payments on such Securities or for any other purpose specified in the
Agreement, with respect to such Series, to the extent that funds are not
otherwise available. In the alternative or in addition to such deposit,
a Reserve Fund for a Series may be funded through application of all or
a portion of the excess cash flow from the Primary Assets for such
Series, to the extent described in the related Prospectus Supplement.

D. MINIMUM PRINCIPAL
PAYMENT AGREEMENT.......... If stated in the Prospectus Supplement relating to a Series of Securities,
the Depositor will enter into a minimum principal payment agreement (the
'Minimum Principal Payment Agreement') with an entity meeting the
criteria of the Rating Agency, pursuant to which such entity will
provide funds in the event that aggregate principal payments on the
Primary Assets for such Series are not sufficient to make certain
payments, as provided in the related Prospectus Supplement. See
'ENHANCEMENT--Minimum Principal Payment Agreement.'

E. DEPOSIT
AGREEMENT.................. If stated in the Prospectus Supplement, the Depositor and the Trustee will
enter into a guaranteed investment contract or an investment agreement
(the 'Deposit Agreement') pursuant to which all or a portion of amounts
held in the Collection Account, the Distribution Account or in any
Reserve Fund will be invested with the entity specified in such
Prospectus Supplement. The Trustee will be entitled to withdraw amounts
so invested, plus interest at a rate equal to the Assumed Reinvestment
Rate, in the manner specified in the Prospectus Supplement. See
'ENHANCEMENT--Deposit Agreement.'

SERVICING............................ The Servicer will be responsible for servicing, managing and making
collections on the Contracts for a Series. In addition, the Servicer, if
so specified in the related Prospectus Supplement, will act as custodian
and will be responsible for maintaining custody of the Contracts and
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related documentation on behalf of the Trustee. Advances with respect to
delinquent payments of principal or interest on a Contract will be made
by the Servicer only to the extent described in the related Prospectus
Supplement. Such advances will be intended to provide liquidity only
and, unless otherwise specified in the related Prospectus Supplement,
reimbursable to the Servicer from scheduled payments of principal and
interest, late collections, or from the proceeds of liquidation of the
related Contracts or from other recoveries relating to such Contracts
(including any insurance proceeds or payments from other credit

support). In performing these functions, the Servicer will exercise the
same degree of skill and care that it customarily exercises with respect
to similar receivables or Contracts owned or serviced by it. Under
certain limited circumstances, the Servicer may resign or be removed, in
which event either the Trustee or a third-party servicer will be
appointed as successor servicer. The Servicer will receive a periodic
fee as servicing compensation (the 'Servicing Fee') and may, as
specified herein and in the related Prospectus Supplement, receive
certain additional compensation. See 'SERVICING OF CONTRACTS--Servicing
Compensation and Payment of Expenses' herein.

FEDERAL INCOME
TAX CONSIDERATIONS

A. DEBT SECURITIES AND
REMIC RESIDUAL
SECURITIES................. If (i) an election is made to treat all or a portion of a Trust Fund for a
Series as a 'real estate mortgage investment conduit' (a 'REMIC') or
(ii) so provided in the related Prospectus Supplement, a Series of
Securities will include one or more Classes of taxable debt obligations
under the Internal Revenue Code of 1986, as amended (the 'Code'). Stated
interest with respect to such Classes of Securities will be reported by
a Holder in accordance with the Holder's method of accounting except
that, in the case of Securities constituting 'regular interests' in a
REMIC ('Regular Interests'), such interest will be required to be
reported on the accrual method regardless of a Holder's usual method of
accounting. Securities that are Compound Interest Securities, Zero
Coupon Securities or Interest Only Securities will, and certain other
Classes of Securities may, be issued with original issue discount that
is not de minimis. In such cases, the Holder will be required to include
original issue discount in gross income as it accrues, which may be
prior to the receipt of cash attributable to such income. If a Security
is issued at a premium, the holder may be entitled to make an election
to amortize such premium on a constant yield method.

In the case of a REMIC election, a Class of Securities may be treated as
REMIC 'residual interests' ('Residual Interests'). A holder of a
Residual Interest will be required to include in its income its pro rata
share of the taxable income of the REMIC. In certain circumstances, the
holder of a Residual Interest may have REMIC taxable income or tax
liability attributable to REMIC taxable income for a particular period
in excess of cash distributions for such period or have an after-tax
return that is less than the after-tax return on comparable debt
instruments. In addition, a portion (or, in some cases, all) of the
income from a Residual Interest (i) except in certain circumstances with
respect to a Holder classified as a thrift institution under the Code,
may not be subject to offset by losses from other activities, (ii) for a
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Holder that is subject to tax under the Code on unrelated business
taxable income, may be treated as unrelated business taxable income and
(iii) for a foreign holder, may not qualify for exemption from or
reduction of withholding. In addition, (i) Residual Interests are
subject to transfer restrictions and (ii) certain transfers of Residual
Interests will not be recognized for federal income tax purposes.
Further, individual holders are subject to limitations on the
deductibility of expenses of the REMIC. See 'CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS.'

B. NON-REMIC
PASS-THROUGH
SECURITIES................. If so specified in the related Prospectus Supplement, the Trust Fund for a
Series will be treated as a grantor trust and will not be classified as
an association taxable as a corporation for federal income tax purposes
and Holders of Securities of such Series ('Pass-Through Securities')
will be treated as owning directly rights to receive certain payments of
interest or principal, or both, on the Primary Assets held in the Trust
Fund for such Series. All income with respect to a Stripped Security (as
defined herein) will be accounted for as original issue discount and,
unless otherwise specified in the related Prospectus Supplement, will be
reported by the Trustee on an accrual basis, which may be prior to the
receipt of cash associated with such income.

The holder of a Pass-Through Security must include in income its share of
all income of the Trust Fund to the extent such income is allocable to
it and may, subject to certain limitations for individual Holders,
deduct its share of all expenses of the Trust Fund. See 'CERTAIN FEDERAL
INCOME TAX CONSIDERATIONS.'

C. OWNER TRUST
SECURITIES................. If so specified in the Prospectus Supplement, the Trust Fund will be
treated as a partnership for purposes of federal and state income tax.
Each Noteholder, by the acceptance of a Note of a given series, will
agree to treat such Note as indebtedness, and each Certificateholder, by
the acceptance of a Certificate of a given series, will agree to treat
the related Trust as a partnership in which such Certificateholder is a
partner for federal income and state tax purposes. Alternative
characterizations of such Trust and such Certificates are possible, but
would not result in materially adverse tax consequences to
Certificateholders. See 'CERTAIN FEDERAL INCOME TAX CONSIDERATIONS.'

ERISA CONSIDERATIONS................. A fiduciary of any employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ('ERISA'), or the
Code should carefully review with its own legal advisors whether the
purchase or holding of Securities could give rise to a transaction
prohibited or otherwise impermissible under ERISA or the Code. See
'ERISA CONSIDERATIONS.'

LEGAL INVESTMENT..................... Unless otherwise specified in the related Prospectus Supplement,
Securities of each Series offered by this Prospectus and the related
Prospectus Supplement will not constitute 'mortgage related securities'
under the Secondary Mortgage Market Enhancement Act of 1984 ('SMMEA').
Investors whose investment authority is subject to legal restrictions

should consult their own legal advisors to determine whether and to what
extent the Securities constitute legal investments for them. See 'LEGAL
INVESTMENT.'
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USE OF PROCEEDS...................... The Depositor will use the net proceeds from the sale of each Series for
one or more of the following purposes: (i) to purchase the related
Primary Assets, (ii) to repay indebtedness which has been incurred to
obtain funds to acquire such Primary Assets, (iii) to establish any
Reserve Funds described in the related Prospectus Supplement and (iv) to
pay costs of structuring and issuing such Securities, including the
costs of obtaining Enhancement, if any. If so specified in the related
Prospectus Supplement, the purchase of the Primary Assets for a Series
may be effected by an exchange of Securities with the Seller of such
Primary Assets. See 'USE OF PROCEEDS.'

RATINGS.............................. It will be a requirement for issuance of any Series that the Securities
offered by this Prospectus and the related Prospectus Supplement be
rated by at least one Rating Agency in one of its four highest
applicable rating categories. The rating or ratings applicable to
Securities of each Series offered hereby and by the related Prospectus
Supplement will be as set forth in the related Prospectus Supplement. A
securities rating should be evaluated independently of similar ratings
on different types of securities. A securities rating does not address
the effect that the rate of prepayments on Contracts or Underlying
Contracts relating to Private Securities, as applicable, for a Series
may have on the yield to investors in the Securities of such Series. See
'RISK FACTORS--Rating of Securities.'
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RISK FACTORS

Investors should consider, among other things, the following factors in
connection with the purchase of the Securities.

Prepayment and Yield Considerations. The yield to maturity experienced by
a holder of Securities may be affected by the rate of payment of principal of
the Contracts or Underlying Contracts relating to the Private Securities, as
applicable. The timing of principal payments of the Securities of a Series will
be affected by a number of factors, including the following: (i) the extent of
prepayments of the Contracts or Underlying Contracts relating to the Private
Securities, as applicable, which prepayments may be influenced by a variety of
factors, (ii) the manner of allocating principal payments among the Classes of
Securities of a Series as specified in the related Prospectus Supplement and
(iii) the exercise by the party entitled thereto of any right of optional
termination. See 'DESCRIPTION OF THE SECURITIES--Weighted Average Life of
Securities.' Prepayments may also result from repurchases of Contracts or
Underlying Contracts, as applicable, due to material breaches of the Seller's or
the Depositor's warranties.

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<PAGE>

Interest payable on the Securities of a Series on a Distribution Date will
include all interest accrued during the period specified in the related
Prospectus Supplement. In the event interest accrues during the calendar month
prior to a Distribution Date, the effective yield to Holders will be reduced
from the yield that would otherwise be obtainable if interest payable on the
Security were to accrue through the day immediately preceding each Distribution
Date, and the effective yield (at par) to Holders will be less than the
indicated coupon rate. See 'DESCRIPTION OF THE SECURITIES--Payments of
Interest.'

Nature of Mortgages; Properties. Since the Mortgages are primarily junior
liens subordinate to the rights of the mortgagee under the related senior
mortgage or mortgages, the proceeds from any liquidation, insurance or
condemnation proceedings will be available to satisfy the outstanding balance of
such junior mortgage only to the extent that the claims of such senior
mortgagees have been satisfied in full, including any related foreclosure costs.
In addition, a junior mortgagee may not foreclose on the Mortgaged Property
securing a junior mortgage unless it forecloses subject to the senior mortgages,
in which case it must either pay the entire amount due on the senior mortgages
to the senior mortgagees at or prior to the foreclosure sale or undertake the
obligation to make payments on the senior mortgages in the event the mortgagor
is in default thereunder. The Trust Fund will not have any source of funds to
satisfy the senior mortgages or make payments due to the senior mortgagees.

There are several factors that could adversely affect the value of
Properties such that the outstanding balance of the related Contract, together
with any senior financing on the related Mortgaged Property, if applicable,
would equal or exceed the value of the Properties. Among the factors that could

adversely affect the value of the Properties are an overall decline in the
residential real estate market in the areas in which the Properties are located
or a decline in the general condition of the Properties as a result of failure
of borrowers to maintain adequately the Properties or of natural disasters that
are not necessarily covered by insurance, such as earthquakes and floods. Any
such decline could extinguish the value of a junior interest in Property before
having any effect on the related senior interest therein. If such a decline
occurs, the actual rates of delinquencies, foreclosure and losses on the junior
Contracts could be higher than those currently experienced in the mortgage
lending industry in general.

Certain Other Legal Considerations Regarding the Contracts. Applicable
state laws generally regulate interest rates and other charges and require
certain disclosures. In addition, other state laws, public policy and general
principles of equity relating to the protection of consumers, unfair and
deceptive practices and debt collection practices may apply to the origination,
servicing and collection of the Contracts. Depending on the provisions of the
applicable law and the specific facts and circumstances involved, violations of
these laws, policies and principles may limit the ability of the Servicer to
collect all or part of the principal of or interest on the Contracts, may
entitle the borrower to a refund of amounts previously paid and, in addition,
could subject the owner of the Contract to damages and administrative
enforcement.

The Contracts are also subject to Federal laws, including:

(i) the Federal Truth in Lending Act and Regulation Z promulgated
thereunder, which require certain disclosures to the borrowers regarding
the terms of the Contracts;

(iii) the Fair Credit Reporting Act, which regulates the use and
reporting of information related to the borrower's credit experience.

<PAGE>

Violations of certain provisions of these Federal laws may limit the
ability of the Servicer to collect all or part of the principal of or interest
on the Loans and in addition could subject the Trust to damages and
administrative enforcement. The Loans may be subject to the Home Ownership and
Equity Protection Act of 1994 (the 'Act') which amended the Truth in Lending Act
as it applies to mortgages subject to the Act. The Act requires certain
additional disclosures, specifies the timing of such disclosures and limits or
prohibits inclusion of certain provisions in mortgages subject to the Act. The
Act also provides that any purchaser or assignee of a mortgage covered by the
Act is subject to all of the claims and defenses which the borrower could assert
against the original lender. The maximum damages that may be recovered under the
Act from an assignee is the remaining amount of indebtedness plus the total
amount paid by the borrower in connection with the Loan. If the Trust Fund
includes Loans subject to the Act, it will be subject to all of the claims and
defenses which the borrower could assert against the Seller. Any violation of
the Act which would result in such liability would be a breach of the Seller's
representations and warranties, and the Seller would be obligated to cure,
repurchase or, if permitted by the Agreement, substitute for the Loan in
question. See 'CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS' herein.

The Contracts are also subject to the Preservation of Consumers' Claims and
Defenses regulations of the Federal Trade Commission and other similar federal
and state statutes and regulations (collectively, the 'Holder in Due Course
Rules'), which protect the homeowner from defective craftsmanship or incomplete
work by a contractor. These laws permit the obligor to withhold payment if the
work does not meet the quality and durability standards agreed to by the
homeowner and the contractor. The Holder in Due Course Rules have the effect of
subjecting any assignee of the seller in a consumer credit transaction to all
claims and defenses which the obligor in the credit sale transaction could
assert against the seller of the goods.

the Trust Fund or upon a sale of the assets of a Trust Fund for a Series of
Certificates, the Trustee, the Servicer, if any, the Enhancer and any other
service provider specified in the related Prospectus Supplement generally will
be entitled to receive the proceeds of any such sale to the extent of unpaid
fees and other amounts owing to such persons under the related Agreement prior
to distributions to holders of Securities. Upon any such sale, the proceeds
thereof may be insufficient to pay in full the principal of and interest on the
Securities of such Series.

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DESCRIPTION OF THE SECURITIES

GENERAL

The Seller may agree to reimburse the Depositor for certain fees and
expenses of the Depositor incurred in connection with the offering of the
Securities.

Each Series of Securities will consist of one or more Classes of

Securities, one or more of which may be Compound Interest Securities, Variable
Interest Securities, PAC Securities, Zero Coupon Securities, Principal Only
Securities, Interest Only Securities or Participating Securities. A Series may
also include one or more Classes of Subordinate Securities. The Securities of
each Series will be issued only in fully registered form, without coupons, in
the authorized denominations for each Class specified in the related Prospectus
Supplement. Upon satisfaction of the conditions, if any, applicable to a Class
of a Series, as described in the related Prospectus Supplement, the transfer of
the Securities may be registered and the Securities may be exchanged at the
office of the Trustee specified in the Prospectus Supplement without the payment
of any service charge other than any tax or governmental charge payable in
connection with such registration of transfer or exchange. If specified in the
related Prospectus Supplement, one or more Classes of a Series may be available
in book-entry form only.

VALUATION OF THE PRIMARY ASSETS

15
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the Asset Value Percentage as set forth in the Indenture and the lesser of (a)
the stream of remaining regularly scheduled payments on the Primary Assets, net,
unless otherwise provided in the related Prospectus Supplement, of certain
amounts payable as expenses, together with income earned on each such scheduled
payment received through the day preceding the next Distribution Date at the
Assumed Reinvestment Rate, if any, discounted to present value at the highest
interest rate on the Notes of such Series over periods equal to the interval
between payments on the Notes, and (b) the then principal balance of the Primary
Assets. Unless otherwise specified in the related Prospectus Supplement, the
initial Asset Value of the Primary Assets will be at least equal to the
principal amount of the Notes of the related Series at the date of issuance
thereof.

PAYMENTS OF INTEREST

The Securities of each Class by their terms entitled to receive interest
will bear interest (calculated, unless otherwise specified in the related
Prospectus Supplement, on the basis of a 360-day year of twelve 30-day months)
from the date and at the rate per annum specified, or calculated in the method
described, in the related Prospectus Supplement. Interest on such Securities of
a Series will be payable on the Distribution Date specified in the related
Prospectus Supplement. The rate of interest on Securities of a Series may be
variable or may change with changes in the annual percentage rates of the
Contracts or Underlying Contracts relating to the Private Securities, as
applicable included in the related Trust Fund and/or as prepayments occur with
respect to such Contracts or Underlying Contracts, as applicable. Principal Only
Securities may not be entitled to receive any interest distributions or may be
entitled to receive only nominal interest distributions. Any interest on Zero
Coupon Securities that is not paid on the related Distribution Date will accrue
and be added to the principal thereof on such Distribution Date.

PAYMENTS OF PRINCIPAL

allocation by random lot) set forth in the related Prospectus Supplement.

FINAL SCHEDULED DISTRIBUTION DATE

The Final Scheduled Distribution Date with respect to each Class of Notes
is the date no later than which principal thereof will be fully paid and with
respect to each Class of a Series of Certificates will be the date on which the
entire aggregate principal balance of such Class is expected to be reduced to
zero, in each case calculated on the basis of the assumptions applicable to such
Series described in the related Prospectus Supplement. The Final Scheduled
Distribution Date for each Class of a Series will be specified in the related
Prospectus Supplement. Since payments on the Primary Assets will be used to make
distributions in reduction of the outstanding principal amount of the
Securities, it is likely that the actual final Distribution Date of any such
Class will occur earlier, and may occur substantially earlier, than its Final
Scheduled Distribution Date. Furthermore, with respect to a Series of
Certificates, unless otherwise specified in the related Prospectus Supplement,
as a result of delinquencies, defaults and liquidations of the Primary Assets in
the Trust Fund, the actual final Distribution Date of any Certificate may occur
later than its Final Scheduled Distribution Date. No assurance can be given as
to the actual prepayment experience with respect to a Series. See 'Weighted
Average Life of the Securities' below.

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SPECIAL REDEMPTION

If so specified in the Prospectus Supplement relating to a Series of
Securities having other than monthly Distribution Dates, one or more Classes of
Securities of such Series may be subject to special redemption, in whole or in
part, on the day specified in the related Prospectus Supplement (a 'Special
Redemption Date') if, as a consequence of prepayments on the Contracts or
Underlying Contracts, as applicable, relating to such Securities or low yields
then available for reinvestment, the entity specified in the related Prospectus
Supplement determines, based on assumptions specified in the applicable
Agreement, that the amount available for the payment of interest that will have
accrued on such Securities (the 'Available Interest Amount') through the
designated interest accrual date specified in the related Prospectus Supplement
is less than the amount of interest that will have accrued on such Securities to
such date. In such event and as further described in the related Prospectus
Supplement, the Trustee will redeem a principal amount of outstanding Securities
of such Series as will cause the Available Interest Amount to equal the amount
of interest that will have accrued through such designated interest accrual date
for such Series of Securities outstanding immediately after such redemption.

OPTIONAL REDEMPTION, PURCHASE OR TERMINATION

the related Prospectus Supplement may, at its option, cause an early termination
of a Trust Fund by repurchasing all of the Primary Assets from such Trust Fund
on or after a date specified in the related Prospectus Supplement, or on or
after such time as the aggregate outstanding principal amount of the
Certificates or Primary Assets, as specified in the related Prospectus
Supplement, is less than the amount or percentage specified in the related
Prospectus Supplement. Notice of such redemption, purchase or termination must
be given by the Depositor or the Trustee prior to the related date. The
redemption, purchase or repurchase price will be set forth in the related
Prospectus Supplement. If specified in the related Prospectus Supplement, in the
event that a REMIC election has been made, the Trustee shall receive a
satisfactory opinion of counsel that the optional redemption, purchase or
termination will be conducted so as to constitute a 'qualified liquidation'
under Section 860F of the Code.

WEIGHTED AVERAGE LIFE OF THE SECURITIES

Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of such
security will be repaid to the investor. Unless otherwise specified in the
related Prospectus Supplement, the weighted average life of the Securities of a
Class will be influenced by the rate at which the amount financed under the
Contracts or Underlying Contracts relating to the Private Securities, as
applicable, included in the Trust Fund for a Series is paid, which may be in the
form of scheduled amortization or prepayments.

Prepayments on loans and other receivables can be measured relative to a
prepayment standard or model. The Prospectus Supplement for a Series of
Securities will describe the prepayment standard or model, if any, used and may
contain tables setting forth the projected weighted average life of each Class
of Securities of such Series and the percentage of the original principal amount
of each Class of Securities of such Series that would be outstanding on
specified Distribution Dates for such Series based on the assumptions stated in
such Prospectus Supplement, including assumptions that prepayments on the
Contracts or Underlying Contracts relating to the Private Securities, as
applicable, included in the related Trust Fund are made at rates corresponding
to various percentages of the prepayment standard or model specified in such
Prospectus Supplement.

There is, however, no assurance that prepayment of the Contracts or
Underlying Contracts relating to the Private Securities, as applicable, included
in the related Trust Fund will conform to any level of any prepayment standard
or model specified in the related Prospectus Supplement. The rate of principal
prepayments on pools of loans is influenced by a variety of economic,
demographic, geographic, legal, tax, social and other factors.

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The rate of prepayments of conventional housing loans and other receivables
has fluctuated significantly in recent years. In general, however, if prevailing
interest rates fall significantly below the interest rates on the Contracts or
Underlying Contracts relating to the Private Securities, as applicable, for a
Series, such contracts are likely to prepay at rates higher than if prevailing
interest rates remain at or above the interest rates borne by such loans. In
this regard, it should be noted that the Contracts or Underlying Contracts, as
applicable, for a Series may have different interest rates. In addition, the
weighted average life of the Securities may be affected by the varying
maturities of the Contracts or Underlying Contracts relating to the Private
Securities, as applicable. If any Contracts or Underlying Contracts relating to
the Private Securities, as applicable, for a Series have actual terms-to-stated
maturity of less than those assumed in calculating the Final Scheduled
Distribution Date of the related Securities, one or more Classes of the Series
may be fully paid prior to their respective Final Scheduled Distribution Dates,
even in the absence of prepayments and a reinvestment return higher than the
Assumed Reinvestment Rate.

THE TRUST FUNDS

GENERAL

The Notes of each Series will be secured by the pledge of the assets of the
related Trust Fund, and the Certificates of each Series will represent interests
in the assets of the related Trust Fund. The Trust Fund of each Series will
include assets purchased from the Seller composed of (i) the Primary Assets,
(ii) amounts available from the reinvestment of payments on such Primary Assets
at the Assumed Reinvestment Rate, if any, specified in the related Prospectus
Supplement, (iii) any Enhancement, (iv) any Property that secured a Contract but
which is acquired by foreclosure or deed in lieu of foreclosure or repossession
and (v) the amount, if any, initially deposited in the Collection Account or
Distribution Account for a Series as specified in the related Prospectus
Supplement.

The Primary Assets for a Series will be sold by the Seller to the Depositor
or purchased by the Depositor in secondary market transactions, not from the
issuer of such Private Securities or an affiliate thereof, or, in the case of
the Loans, in privately negotiated transactions, which may include transactions
with affiliates and will be transferred by the Depositor to the Trust Fund.
Contracts relating to a Series will be serviced by the Servicer, which may be
the Seller, specified in the related Prospectus Supplement, pursuant to a
Pooling and Servicing Agreement, with respect to a Series of Certificates or a
servicing agreement (each, a 'Servicing Agreement') between the Trust Fund and
Servicer, with respect to a Series of Notes.

Primary Assets included in the Trust Fund for a Series may consist of any
combination of Contracts and Private Securities, to the extent and as specified
in the related Prospectus Supplement.

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THE CONTRACTS

Contracts. The Primary Assets for a Series may consist, in whole or part,
of (i) conventional manufactured housing installment sales contracts and
installment loan agreements (the 'Manufactured Housing Contracts'), originated
by a manufactured housing dealer in the ordinary course of business and (ii)
home improvement installment sales contracts and installment loan agreements
(the 'Home Improvement Contracts' and together with Manufactured Housing
Contracts, the 'Contracts') originated by a home improvement contractor in the
ordinary course of business. As specified in the related Prospectus Supplement,
the Manufactured Housing Contracts will be secured by either Manufactured Homes
(as defined below), located in any of the fifty states or the District of
Columbia or by Mortgages on the real estate on which the Manufactured Homes are
located. As specified in the related Prospectus Supplement, the Home Improvement
Contracts will either be unsecured or secured by Mortgages primarily on Single
Family Properties which are generally subordinate to other mortgages on the same
Mortgaged Property or by purchase money security interest in the Home
Improvements financed thereby. The Contracts will be conventional contracts or
contracts insured by the Federal Housing Administration ('FHA') or partially
guaranteed by the Veterans Administration ('VA'). Unless otherwise specified in
the applicable Prospectus Supplement, the Contracts will be fully amortizing and
may have fixed interest rates or adjustable interest rates and may provide for
other payment characteristics as described below and in the related Prospectus
Supplement.

Unless otherwise specified in the related Prospectus Supplement, the home
improvements (the 'Home Improvements') securing the Home Improvement Contracts

include, but are not limited to, replacement windows, house siding, new roofs,
swimming pools, satellite dishes, kitchen and bathroom remodeling goods and
solar heating panels.

Unless otherwise specified in the related Prospectus Supplement, the
manufactured homes (the 'Manufactured Homes') securing the Manufactured Housing
Contracts will consist of manufactured homes within the meaning of 42 United
States Code, Section 5402(6), which defines a 'manufactured home' as 'a
structure, transportable in one or more sections, which in the traveling mode,
is eight body feet or more in width or forty body feet or more in length, or,
when erected on site, is three hundred twenty or more square feet, and which is
built on a permanent chassis and designed to be used as a dwelling with or
without a permanent foundation when connected to the required utilities, and
includes the plumbing, heating, air-conditioning, and electrical systems
contained therein; except that such term shall include any structure which meets
all the requirements of [this] paragraph except the size requirements and with
respect to which the manufacturer voluntarily files a certification required by
the Secretary of Housing and Urban Development and complies with the standards
established under [this] chapter.'

Manufactured Homes, unlike Mortgaged Properties, and Home Improvements,
generally depreciate in value. Consequently, at any time after origination it is
possible, especially in the case of Contracts with high Loan-to-Value Ratios at
origination, that the market value of a Manufactured Home or Home Improvement
may be lower than the principal amount outstanding under the related Contract.

The Mortgaged Properties will include primarily Single Family Property
(i.e., one- to four-family residential housing, including Condominium Units and
Cooperative Dwellings). The Mortgaged Properties may consist of detached
individual dwellings, individual condominiums, townhouses, duplexes, row houses,
individual units in planned unit developments and other attached dwelling units.
Each Single Family Property will be located on land owned in fee simple by the
borrower or on land leased by the borrower for a term at least ten years (unless
otherwise provided in the related Prospectus Supplement) greater than the term
of the related Contract. Attached dwellings may include owner-occupied
structures where each borrower owns the land upon which the unit is built, with
the remaining adjacent land owned in common or dwelling units subject to a
proprietary lease or occupancy agreement in a cooperatively owned apartment
building.

The aggregate principal balance of Contracts secured by Properties that are
owner-occupied will be disclosed in the related Prospectus Supplement. Unless
otherwise specified in the Prospectus Supplement, the sole basis for a
representation that a given percentage of the Contracts are secured by Single
Family Property that is owner-occupied will be either (i) the making of a
representation by the Mortgagor at origination of the

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Contract either that the underlying Mortgaged Property will be used by the
Mortgagor for a period of at least six months every year or that the Mortgagor
intends to use the Mortgaged Property as a primary residence, or (ii) a finding
that the address of the underlying Mortgaged Property is the Mortgagor's mailing
address as reflected in the Servicer's records. To the extent specified in the
related Prospectus Supplement, the Mortgaged Properties may include non-owner
occupied investment properties and vacation and second homes.

Additional Information. The selection criteria which shall apply with
respect to the Contracts, including, but not limited to, the Combined
Loan-to-Value Ratios or Loan-to-Value Ratios, as applicable, original terms to
maturity and delinquency information, will be specified in the related
Prospectus Supplement.

The Contracts for a Series may include Contracts that do not amortize their
entire principal balance by their stated maturity in accordance with their terms
and require a balloon payment of the remaining principal balance at maturity, as
specified in the related Prospectus Supplement. As further described in the
related Prospectus Supplement, the Contracts for a Series may include Contracts
that do not have a specified stated maturity.

The related Prospectus Supplement for each Series will provide information
with respect to the Contracts that are Primary Assets as of the Cut-off Date,
including, among other things, and to the extent relevant (a) the aggregate
unpaid principal balance of the Contracts (or the aggregate unpaid principal
balance included in the Trust Fund for the related Series); (b) the range and
weighted average Loan Rate on the Contracts, and, in the case of adjustable rate
Contracts, the range and weighted average of the current Loan Rates and the
Lifetime Rate Caps, if any; (c) the range and average outstanding principal
balance of the Contracts; (d) the weighted average original and remaining
term-to-stated maturity of the Contracts and the range of original and remaining
terms-to-stated maturity, if applicable; (e) the range and weighted average of
Combined Loan-to-Value Ratios or Loan-to-Value Ratios for the Contracts, as
applicable; (f) the percentage (by outstanding principal balance as of the Cut-
off Date) of Contracts that accrue interest at adjustable or fixed interest
rates; (g) any special hazard insurance policy or bankruptcy bond or other
enhancement relating to the Contracts; (h) the percentage (by principal balance
as of the Cut-off Date) of Contracts that are secured by Mortgaged Properties,
Home Improvements, Manufactured Homes, the real estate on which the Manufactured
Homes are located or are unsecured; (i) the geographic distribution of any
Mortgaged Properties securing the Contracts; (j) the percentage of Contracts (by
principal balance as of the Cut-off Date) that are secured by Single Family
Properties, shares relating to Cooperative Dwellings, Condominium Units,
investment property and vacation or second homes; (k) the lien priority of the
Contracts; and (l) the delinquency status and year of origination of the
Contracts. The related Prospectus Supplement will also specify any other
limitations on the types or characteristics of Contracts for a Series.

If information of the nature described above respecting the Contracts is

not known to the Depositor at the time the Securities are initially offered,
approximate or more general information of the nature described above will be
provided in the Prospectus Supplement and additional information will be set
forth in a Current Report on Form 8-K to be available to investors on the date
of issuance of the related Series and to be filed with the Commission within 15
days after the initial issuance of such Securities.

PRIVATE SECURITIES

General. Primary Assets for a Series may consist, in whole or in part, of
Private Securities which include pass-through certificates representing
beneficial interests in loans of the type that would otherwise be eligible to be
Contracts (the 'Underlying Contracts') or (b) collateralized obligations secured
by Underlying Contracts. Such pass-through certificates or collateralized
obligations will have previously been (a) offered and distributed to the public
pursuant to an effective registration statement or (b) purchased in a
transaction not involving any public offering from a person who is not an
affiliate of the issuer of such securities at the time of sale (nor an affiliate
thereof at any time during the three preceding months); provided a period of
three years has elapsed since the later of the date the securities were acquired
from the issuer or an affiliate thereof. Although individual Underlying
Contracts may be insured or guaranteed by the United States or an agency or
instrumentality thereof, they need not be, and Private Securities themselves
will not be so insured or guaranteed.

All purchases of Private Securities for a Series by the Seller or the
Depositor will be made in secondary market transactions, not from the issuer of
such Private Securities or any affiliate thereof. As a result, no such
purchases of Private Securities offered and distributed to the public pursuant
to an effective registration statement will be made by the Seller or Depositor
for at least ninety days after the initial issuance of such Private Securities.

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the PS Agreement with the trustee under such PS Agreement (the 'PS Trustee').
The PS Trustee or its agent, or a custodian, will possess the Underlying
Contracts. Underlying Contracts will be serviced by a servicer (the 'PS
Servicer') directly or by one or more sub-servicers who may be subject to the
supervision of the PS Servicer.

related trust. Unless otherwise specified in the related Prospectus Supplement,
the PS Sponsor will not have guaranteed any of the assets conveyed to the
related trust or any of the Private Securities issued under the PS Agreement.

Distributions of principal and interest will be made on the Private
Securities on the dates specified in the related Prospectus Supplement. The
Private Securities may be entitled to receive nominal or no principal
distributions or nominal or no interest distributions. Principal and interest
distributions will be made on the Private Securities by the PS Trustee or the PS
Servicer. The PS Sponsor or the PS Servicer may have the right to repurchase the
Underlying Contracts after a certain date or under other circumstances specified
in the related Prospectus Supplement.

The Underlying Contracts may be fixed rate, level payment, fully amortizing
loans or adjustable rate loans or loans having balloon or other irregular
payment features. As further described in the related Prospectus Supplement,
such Underlying Contracts will generally be secured by Mortgages on Mortgaged
Properties, purchase money security interests in Home Improvements, security
interests in Manufactured Homes, Mortgages on the real estate on which the
Manufactured Homes are located or unsecured.

Credit Support Relating to Private Securities. Credit support in the form
of Reserve Funds, subordination of other private securities issued under the PS
Agreement, guarantees, letters of credit, cash collateral accounts, insurance
policies or other types of credit support may be provided with respect to the
Underlying Contracts or with respect to the Private Securities themselves. The
type, characteristics and amount of credit support will be a function of certain
characteristics of the Underlying Contracts and other factors and will have been
established for the Private Securities on the basis of requirements of the
nationally recognized statistical rating organization that rated the Private
Securities.

Additional Information. The Prospectus Supplement for a Series for which
the Primary Assets includes Private Securities will specify (such disclosure may
be on an approximate basis and will be as of the date specified in the related
Prospectus Supplement), to the extent relevant and to the extent such
information is reasonably available to the Depositor and the Depositor
reasonably believes such information to be reliable, (i) the aggregate
approximate principal amount and type of the Private Securities to be included
in the Trust Fund for such Series; (ii) certain characteristics of the
Underlying Contracts including (A) the payment features of such Underlying
Contracts (i.e., whether they are fixed rate or adjustable rate and whether they
provide for fixed level payments or other payment features), (B) the approximate
aggregate principal balance, if known, of such Underlying Contracts insured or
guaranteed by a governmental entity, (C) the servicing fee or range of servicing
fees with respect to the Underlying Contracts and (D) the minimum and maximum
stated maturities of such Underlying Contracts at origination; (iii) the maximum
original term-to-stated maturity of the Private Securities; (iv) the weighted
average term-to-stated maturity of the Private Securities; (v) the pass-through
or certificate rate or ranges thereof for the Private Securities; (vi) the PS
Sponsor, the PS Servicer (if other than the PS Sponsor) and the PS Trustee for
such Private Securities; (vii) certain characteristics of credit support, if
any, such as Reserve Funds, insurance policies, letters of credit or guarantees
relating to such Contracts underlying the Private Securities or to such Private

Securities themselves; (viii) the terms on which Underlying Contracts may, or
are required to, be purchased prior to their stated maturity or the stated
maturity of the Private Securities and (ix) the terms on which Underlying
Contracts may be substituted for those originally underlying the Private
Securities.

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be set forth in a Current Report on Form 8-K to be available to investors on the
date of issuance of the related Series and to be filed with the Commission
within 15 days the initial issuance of such Securities.

COLLECTION AND DISTRIBUTION ACCOUNTS

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ENHANCEMENT

If stated in the Prospectus Supplement relating to a Series of Securities,
simultaneously with the Depositor's assignment of the Primary Assets to the
Trustee, the Depositor will obtain an irrevocable letter of credit, surety bond
or insurance policy, issue Subordinate Securities or obtain any other form of
enhancement or combination thereof (collectively, 'Enhancement') in favor of the
Trustee on behalf of the holders of the related Series or designated Classes of
such Series from an institution or by other means acceptable to the Rating
Agency. The Enhancement will support the payment of principal and interest on
the Securities, and may be applied for certain other purposes to the extent and
under the conditions set forth in such Prospectus Supplement. Enhancement for a
Series may include one or more of the following forms, or such other form as may
be specified in the related Prospectus Supplement. If so specified in the
related Prospectus Supplement, any of such Enhancement may be structured so as
to protect against losses relating to more than one Trust Fund, in the manner
described therein.

SUBORDINATE SECURITIES

INSURANCE

Pool Insurance Policy. If so specified in the Prospectus Supplement
relating to a Series of Securities, the Depositor will obtain a pool insurance
policy for the Contracts in the related Trust Fund. The pool insurance policy
will cover any loss (subject to the limitations described in a related
Prospectus Supplement) by reason of default, but will not cover the portion of
the principal balance of any Contract that is required to be covered by any
primary mortgage insurance policy. The amount and terms of any such coverage
will be set forth in the related Prospectus Supplement.

the date of claim settlement and certain expenses incurred by the Servicer with
respect to such Property. If the unpaid principal balance plus accrued interest
and certain expenses is paid by the special hazard insurer, the amount of
further coverage under the special hazard insurance policy will be reduced by
such amount less any net proceeds from the sale of such Property. Any amount
paid as the cost of repair of such Property will reduce coverage by such amount.
Special hazard insurance policies typically do not cover losses occasioned by
war, civil insurrection, certain governmental actions, errors in design, faulty
workmanship or materials (except under certain circumstances), nuclear reaction,
flood (if the mortgaged property is in a federally designated flood area),
chemical contamination and certain other risks.

Restoration of the Property with the proceeds described under (i) above is
expected to satisfy the condition under any pool insurance policy that such
Property be restored before a claim under such pool insurance policy may be
validly presented with respect to the defaulted Contract secured by such
Property. The payment described under (ii) above will render unnecessary
presentation of a claim in respect of such Contract under any pool insurance
policy. Therefore, so long as such pool insurance policy remains in effect, the
payment by the special hazard insurer of the cost of repair or of the unpaid
principal balance of the related Contract plus accrued interest and certain
expenses will not affect the total insurance proceeds paid to holders of the
Securities, but will affect the relative amounts of coverage remaining under the
special hazard insurance policy and pool insurance policy.

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Bankruptcy Bond. In the event of a bankruptcy of a borrower, the
bankruptcy court may establish the value of the Property securing the related
Contract at an amount less than the then outstanding principal balance of such
Contract. The amount of the secured debt could be reduced to such value, and the
holder of such Contract thus would become an unsecured creditor to the extent
the outstanding principal balance of such Contract exceeds the value so assigned
to the Property by the bankruptcy court. In addition, certain other
modifications of the terms of a Contract can result from a bankruptcy
proceeding. See 'CERTAIN LEGAL ASPECTS OF THE CONTRACTS.' If so provided in the
related Prospectus Supplement, the Depositor or other entity specified in the
related Prospectus Supplement will obtain a bankruptcy bond or similar insurance
contract (the 'bankruptcy bond') covering losses resulting from proceedings with
respect to borrowers under the Bankruptcy Code. The bankruptcy bond will cover
certain losses resulting from a reduction by a bankruptcy court of scheduled
payments of principal of and interest on a Contract or a reduction by such court
of the principal amount of a Contract and will cover certain unpaid interest on
the amount of such a principal reduction from the date of the filing of a
bankruptcy petition.

The bankruptcy bond will provide coverage in the aggregate amount specified
in the related Prospectus Supplement for all Contracts in the Trust Fund for
such Series. Such amount will be reduced by payments made under such bankruptcy
bond in respect of such Contracts, unless otherwise specified in the related
Prospectus Supplement, and will not be restored.

RESERVE FUNDS

If so specified in the Prospectus Supplement relating to a Series of
Securities, the Depositor will deposit into one or more funds to be established
with the Trustee as part of the Trust Fund for such Series or for the benefit of
any Enhancer with respect to such Series (the 'Reserve Funds') cash, a letter or
letters of credit, cash collateral accounts, Eligible Investments, or other
instruments meeting the criteria of the Rating Agency rating any Series of the
Securities in the amount specified in such Prospectus Supplement. In the
alternative or in addition to such deposit, a Reserve Fund for a Series may be
funded over time through application of all or a portion of the excess cash flow
from the Primary Assets for such Series, to the extent described in the related
Prospectus Supplement. If applicable, the initial amount of the Reserve Fund and
the Reserve Fund maintenance requirements for a Series of Securities will be
described in the related Prospectus Supplement.

Amounts deposited in a Reserve Fund will be invested by the Trustee, in
Eligible Investments maturing no later than the day specified in the related
Prospectus Supplement.

MINIMUM PRINCIPAL PAYMENT AGREEMENT

DEPOSIT AGREEMENT

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SERVICING OF CONTRACTS

GENERAL

Customary servicing functions with respect to Contracts comprising the
Primary Assets in the Trust Fund will be provided by the Servicer directly
pursuant to the related Servicing Agreement or Pooling and Servicing Agreement,
as the case may be, with respect to a Series of Securities.

COLLECTION PROCEDURES; ESCROW ACCOUNTS

The Servicer will make reasonable efforts to collect all payments required
to be made under the Contracts and will, consistent with the terms of the
related Agreement for a Series and any applicable Enhancement, follow such
collection procedures as it follows with respect to comparable loans held in its
own portfolio. Consistent with the above, the Servicer may, in its discretion,
(i) waive any assumption fee, late payment charge, or other charge in connection
with a Contract and (ii) to the extent provided in the related Agreement,
arrange with an obligor a schedule for the liquidation of delinquencies by
extending the Due Dates for Scheduled Payments on such Contract.

If specified in the related Prospectus Supplement, the Servicer, to the
extent permitted by law, will establish and maintain escrow or impound accounts
('Escrow Accounts') with respect to Contracts in which payments by obligors to
pay taxes, assessments, mortgage and hazard insurance premiums, and other
comparable items will be deposited. Contracts may not require such payments
under the loan related documents, in which case the Servicer would not be
required to establish any Escrow Account with respect to such Contracts.
Withdrawals from the Escrow Accounts are to be made to effect timely payment of
taxes, assessments and mortgage and hazard insurance, to refund to obligors
amounts determined to be overages, to pay interest to obligors on balances in
the Escrow Account to the extent required by law, to repair or otherwise protect
the property securing the related Contract and to clear and terminate such
Escrow Account. The Servicer will be responsible for the administration of the
Escrow Accounts and generally will make advances to such account when a
deficiency exists therein.

DEPOSITS TO AND WITHDRAWALS FROM THE COLLECTION ACCOUNT

Unless otherwise specified in the related Prospectus Supplement, the funds
held in the Collection Account may be invested, pending remittance to the

Trustee, in Eligible Investments. If so specified in the related Prospectus
Supplement, the Servicer will be entitled to receive as additional compensation
any interest or other income earned on funds in the Collection Account.

(i) All payments on account of principal, including prepayments, on
such Primary Assets;

<PAGE>

payments in connection with such Primary Assets received from the obligor,
other than amounts required to be paid or refunded to the obligor pursuant
to the terms of the applicable loan documents or otherwise pursuant to law
('Liquidation Proceeds'), exclusive of, in the discretion of the Servicer,
but only to the extent of the amount permitted to be withdrawn from the
Collection Account in accordance with the related Agreement, the Servicing
Fee, if any, in respect of the related Primary Asset;

(v) All amounts required to be deposited therein from any applicable
Reserve Fund for such Series pursuant to the related Agreement;

(vi) All Advances made by the Servicer required pursuant to the
related Agreement; and

(vii) All repurchase prices of any such Primary Assets repurchased by
the Depositor, the Servicer or the Seller pursuant to the related
Agreement.

(i) to reimburse itself for Advances for such Series made by it
pursuant to the related Agreement; the Servicer's right to reimburse itself
is limited to amounts received on or in respect of particular Contracts
(including, for this purpose, Liquidation Proceeds and amounts representing
proceeds of insurance policies covering the related Property) which
represent late recoveries of Scheduled Payments respecting which any such
Advance was made;

(iii) to reimburse itself from Liquidation Proceeds for liquidation
expenses and for amounts expended by it in good faith in connection with
the restoration of damaged Property and, in the event deposited in the
Collection Account and not previously withheld, and to the extent that
Liquidation Proceeds after such reimbursement exceed the outstanding
principal balance of the related Contract, together with accrued and unpaid
interest thereon to the Due Date for such Contract next succeeding the date
of its receipt of such Liquidation Proceeds, to pay to itself out of such
excess the amount of any unpaid Servicing Fee and any assumption fees, late
payment charges, or other charges on the related Contract;

(iv) in the event it has elected not to pay itself the Servicing Fee
out of the interest component of any Scheduled Payment, late payment or
other recovery with respect to a particular Contract prior to the deposit
of such Scheduled Payment, late payment or recovery into the Collection
Account, to pay to itself the Servicing Fee, as adjusted pursuant to the
related Agreement, from any such Scheduled Payment, late payment or such
other recovery, to the extent permitted by the related Agreement;

(v) to reimburse itself for expenses incurred by and recoverable by or
reimbursable to it pursuant to the related Agreement;

(viii) to clear and terminate the Collection Account pursuant to the
related Agreement.

In addition, if the Servicer deposits in the Collection Account for a
Series any amount not required to be deposited therein, it may, at any time,
withdraw such amount from such Collection Account.

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ADVANCES AND LIMITATIONS THEREON

The related Prospectus Supplement will describe the circumstances, if any,
under which the Servicer will make Advances with respect to delinquent payments
on Contracts. If specified in the related Prospectus Supplement, the Servicer
will be obligated to make Advances, and such obligations may be limited in
amount, or may not be activated until a certain portion of a specified Reserve
Fund is depleted. Advances are intended to provide liquidity and, except to the
extent specified in the related Prospectus Supplement, not to guarantee or
insure against losses. Accordingly, any funds advanced are recoverable by the
Servicer out of amounts received on particular Contracts which represent late
recoveries of principal or interest, proceeds of insurance policies or
Liquidation Proceeds respecting which any such Advance was made. If an Advance
is made and subsequently determined to be nonrecoverable from late collections,
proceeds of insurance policies, or Liquidation Proceeds from the related
Contract, the Servicer may be entitled to reimbursement from other funds in the
Collection Account or Distribution Account, as the case may be, or from a
specified Reserve Fund as applicable, to the extent specified in the related
Prospectus Supplement.

MAINTENANCE OF INSURANCE POLICIES AND OTHER SERVICING PROCEDURES

Standard Hazard Insurance; Flood Insurance. Except as otherwise specified
in the related Prospectus Supplement, the Servicer will be required to maintain
or to cause the obligor on each Contract to maintain a standard hazard insurance
policy providing coverage of the standard form of fire insurance with extended
coverage for certain other hazards as is customary in the state in which the
related Property is located. The standard hazard insurance policies will provide
for coverage at least equal to the applicable state standard form of fire
insurance policy with extended coverage for property of the type securing the
related Contracts. In general, the standard form of fire and extended coverage
policy will cover physical damage to or destruction of, the related Property
caused by fire, lightning, explosion, smoke, windstorm, hail, riot, strike and
civil commotion, subject to the conditions and exclusions particularized in each
policy. Because the standard hazard insurance policies relating to the Contracts
will be underwritten by different hazard insurers and will cover Properties
located in various states, such policies will not contain identical terms and
conditions. The basic terms, however, generally will be determined by state law
and generally will be similar. Most such policies typically will not cover any
physical damage resulting from war, revolution, governmental actions, floods and
other water-related causes, earth movement (including earthquakes, landslides,
and mudflows), nuclear reaction, wet or dry rot, vermin, rodents, insects or
domestic animals, theft and, in certain cases, vandalism. The foregoing list is
merely indicative of certain kinds of uninsured risks and is not intended to be
all inclusive. Uninsured risks not covered by a special hazard insurance policy
or other form of Enhancement will adversely affect distributions to Holders.
When a Mortgaged Property securing a Contract is located in a flood area
identified by HUD pursuant to the Flood Disaster Protection Act of 1973, as
amended, the Servicer will be required to cause flood insurance to be maintained
with respect to such Property, to the extent available.

The standard hazard insurance policies covering Properties securing
Contracts typically will contain a 'coinsurance' clause which, in effect, will
require the insured at all times to carry hazard insurance of a specified
percentage (generally 80% to 90%) of the full replacement value of the Property,
including the improvements on any Property, in order to recover the full amount
of any partial loss. If the insured's coverage falls below this specified
percentage, such clause will provide that the hazard insurer's liability in the
event of partial loss will not exceed the greater of (i) the actual cash value
(the replacement cost less physical depreciation) of the Property, including the
improvements, if any, damaged or destroyed or (ii) such proportion of the loss,
without deduction for depreciation, as the amount of insurance carried bears to
the specified percentage of the full replacement cost of such Property and
improvements. Since the amount of hazard insurance to be maintained on the
improvements securing the Contracts declines as the principal balances owing
thereon decrease, and since the value of the Properties will fluctuate in value
over time, the effect of this requirement in the event of partial loss may be
that hazard insurance proceeds will be insufficient to restore fully the damage
to the affected Property.

Unless otherwise specified in the related Prospectus Supplement, coverage
will be in an amount at least equal to the greater of (i) the amount necessary
to avoid the enforcement of any co-insurance clause contained in the policy or
(ii) the outstanding principal balance of the related Contract. Unless otherwise
specified in the related Prospectus Supplement, the Servicer will also maintain

on REO Property that secured a defaulted

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Contract and that has been acquired upon foreclosure, deed in lieu of
foreclosure, or repossession, a standard hazard insurance policy in an amount
that is at least equal to the maximum insurable value of such REO Property. No
earthquake or other additional insurance will be required of any obligor or will
be maintained on REO Property acquired in respect of a defaulted Contract, other
than pursuant to such applicable laws and regulations as shall at any time be in
force and shall require such additional insurance.

Any amounts collected by the Servicer under any such policies of insurance
(other than amounts to be applied to the restoration or repair of the Property,
released to the obligor in accordance with normal servicing procedures or used
to reimburse the Servicer for amounts to which it is entitled to reimbursement)
will be deposited in the Collection Account. In the event that the Servicer
obtains and maintains a blanket policy insuring against hazard losses on all of
the Contracts, written by an insurer then acceptable to each Rating Agency which
assigns a rating to such Series, it will conclusively be deemed to have
satisfied its obligations to cause to be maintained a standard hazard insurance
policy for each Contract or related REO Property. This blanket policy may
contain a deductible clause, in which case the Servicer will, in the event that
there has been a loss that would have been covered by such policy absent such
deductible clause, deposit in the Collection Account the amount not otherwise
payable under the blanket policy because of the application of such deductible
clause.

REALIZATION UPON DEFAULTED LOANS

The Servicer will use its reasonable best efforts to foreclose upon,
repossess or otherwise comparably convert the ownership of the Properties
securing the related Contracts as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments. In connection with such foreclosure or other conversion, the Servicer
will follow such practices and procedures as it deems necessary or advisable and
as are normal and usual in its servicing activities with respect to comparable
loans serviced by it. However, the Servicer will not be required to expend its
own funds in connection with any foreclosure or towards the restoration of the
Property unless it determines that: (i) such restoration or foreclosure will
increase the Liquidation Proceeds in respect of the related Contract available
to the Holders after reimbursement to itself for such expenses and (ii) such
expenses will be recoverable by it either through Liquidation Proceeds or the
proceeds of insurance. Notwithstanding anything to the contrary herein, in the
case of a Trust Fund for which a REMIC election has been made, the Servicer
shall liquidate any Property acquired through foreclosure within two years after
the acquisition of the beneficial ownership of such Property. While the holder
of a Property acquired through foreclosure can often maximize its recovery by
providing financing to a new purchaser, the Trust Fund, if applicable, will have
no ability to do so and neither the Servicer nor the Depositor will be required
to do so.

The Servicer may arrange with the obligor on a defaulted Contract, a

modification of such Contract (a 'Modification') to the extent provided in the
related Prospectus Supplement. Such Modifications may only be entered into if
they meet the underwriting policies and procedures employed by the Servicer in
servicing receivables for its own account and meet the other conditions set
forth in the related Prospectus Supplement.

ENFORCEMENT OF DUE-ON-SALE CLAUSES

Unless otherwise specified in the related Prospectus Supplement for a
Series, when any Property is about to be conveyed by the obligor, the Servicer
will, to the extent it has knowledge of such prospective conveyance and prior to
the time of the consummation of such conveyance, exercise its rights to
accelerate the maturity of the related Contract under the applicable
'due-on-sale' clause, if any, unless it reasonably believes that such clause is
not enforceable under applicable law or if the enforcement of such clause would
result in loss of coverage under any primary mortgage insurance policy. In such
event, the Servicer is authorized to accept from or enter into an assumption
agreement with the person to whom such property has been or is about to be
conveyed, pursuant to which such person becomes liable under the Contract and
pursuant to which the original obligor is released from liability and such
person is substituted as the obligor and becomes liable under the Contract. Any
fee collected in connection with an assumption will be retained by the Servicer
as additional servicing compensation. The terms of a Contract may not be changed
in connection with an assumption.

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SERVICING COMPENSATION AND PAYMENT OF EXPENSES

Unless otherwise specified in the related Prospectus Supplement, the
Servicer will pay certain expenses incurred in connection with the servicing of
the Contracts, including, without limitation, the payment of the fees and
expenses of the Trustee and independent accountants, payment of insurance policy
premiums and the cost of credit support, if any, and payment of expenses
incurred in preparation of reports to Holders.

When an obligor makes a principal prepayment in full between Due Dates on
the related Contract, the obligor will generally be required to pay interest on
the amount prepaid only to the date of prepayment. If and to the extent provided
in the related Prospectus Supplement, in order that one or more Classes of the
Holders of a Series will not be adversely affected by any resulting shortfall in
interest, the amount of the Servicing Fee may be reduced to the extent necessary
to include in the Servicer's remittance to the Trustee for deposit into the

Distribution Account an amount equal to one month's interest on the related
Contract (less the Servicing Fee). If the aggregate amount of such shortfalls in
a month exceeds the Servicing Fee for such month, a shortfall to Holders may
occur.

Unless otherwise specified in the related Prospectus Supplement, the
Servicer will be entitled to reimbursement for certain expenses incurred by it
in connection with the liquidation of defaulted Contracts. The related Holders
will suffer no loss by reason of such expenses to the extent expenses are
covered under related insurance policies or from excess Liquidation Proceeds. If
claims are either not made or paid under the applicable insurance policies or if
coverage thereunder has been exhausted, the related Holders will suffer a loss
to the extent that Liquidation Proceeds, after reimbursement of the Servicer's
expenses, are less than the outstanding principal balance of and unpaid interest
on the related Contract which would be distributable to Holders. In addition,
the Servicer will be entitled to reimbursement of expenditures incurred by it in
connection with the restoration of property securing a defaulted Contract, such
right of reimbursement being prior to the rights of the Holders to receive any
related proceeds of insurance policies, Liquidation Proceeds or amounts derived
from other Enhancement. The Servicer is generally also entitled to reimbursement
from the Collection Account for Advances.

EVIDENCE AS TO COMPLIANCE

If so specified in the related Prospectus Supplement, the applicable
Agreement for each Series will provide that each year, a firm of independent
public accountants will furnish a statement to the Trustee to the effect that
such firm has examined certain documents and records relating to the servicing
of the Contracts by the Servicer and that, on the basis of such examination,
such firm is of the opinion that the servicing has been conducted in compliance
with such Agreement, except for (i) such exceptions as such firm believes to be
immaterial and (ii) such other exceptions as are set forth in such statement.

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CERTAIN MATTERS REGARDING THE SERVICER

Except to the extent otherwise provided therein, each Agreement will
provide that neither the Servicer, nor any director, officer, employee or agent
of the Servicer, will be under any liability to the related Trust Fund, the
Depositor or the Holders for any action taken or for failing to take any action
in good faith pursuant to the related Agreement, or for errors in judgment;
provided, however, that neither the Servicer nor any such person will be
protected against any breach of warranty or representations made under such
Agreement, or the failure to perform its obligations in compliance with any
standard of care set forth in such Agreement, or liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of their duties or by reason of reckless disregard of their
obligations and duties thereunder. Each Agreement will further provide that the
Servicer and any director, officer, employee or agent of the Servicer is
entitled to indemnification from the related Trust Fund and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to the Agreement or the Securities, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties thereunder or by reason of reckless
disregard of obligations and duties thereunder. In addition, the related
Agreement will provide that the Servicer is not under any obligation to appear

in, prosecute or defend any legal action which is not incidental to its
servicing responsibilities under such Agreement which, in its opinion, may
involve it in any expense or liability. The Servicer may, in its discretion,
undertake any such action which it may deem necessary or desirable with respect
to the related Agreement and the rights and duties of the parties thereto and
the interests of the Holders thereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom may be expenses,
costs, and liabilities of the Trust Fund and the Servicer may be entitled to be
reimbursed therefor out of the Collection Account.

<PAGE>

THE AGREEMENTS

ASSIGNMENT OF PRIMARY ASSETS

Assignment of Contracts. Unless otherwise specified in the related
Prospectus Supplement, the Depositor will as to each Contract, deliver or cause
to be delivered to the Trustee (or the Custodian) the original Contract and
copies of documents and instruments related to each Contract and, other than in
the case of unsecured Contracts, the security interest in the property securing
such Contract. In order to give notice of the right, title and interest of
Securityholders to the Contracts, the Depositor will cause a UCC-1 financing
statement to be executed by the Depositor or the Seller identifying the Trustee
as the secured party and identifying all Contracts as collateral. Unless
otherwise specified in the related Prospectus Supplement, the Contracts will not
be stamped or otherwise marked to reflect their assignment to the Trust.
Therefore, if, through negligence, fraud or otherwise, a subsequent purchaser
were able to take physical possession of the Contracts without notice of such
assignment, the interest of Securityholders in the Contracts could be defeated.
See 'CERTAIN LEGAL ASPECTS OF THE CONTRACTS--The Contracts.'

With respect to Contracts secured by Mortgages, if so specified in the
related Prospectus Supplement, the Depositor will, at the time of issuance of
the Securities, cause assignments to the Trustee of the Mortgages relating to
the Contracts for a Series to be recorded in the appropriate public office for

real property records, except in states where, in the opinion of counsel
acceptable to the Trustee, such recording is not required to protect the
Trustee's interest in the related Contracts. If specified in the related
Prospectus Supplement, the Depositor will cause such assignments to be so
recorded within the time after issuance of the Securities as is specified in the
related Prospectus Supplement, in which event, the Agreement may, as specified
in the related Prospectus Supplement, require the Depositor to repurchase from
the Trustee any Contract the related Mortgage of which is not recorded within
such time, at the price described below with respect to repurchases by reason of
defective documentation. Unless otherwise provided in the related Prospectus
Supplement, the enforcement of the repurchase obligation would constitute the
sole remedy available to the Holders or the Trustee for the failure of a
Mortgage to be recorded.

Each Contract will be identified in a schedule appearing as an exhibit to
the related Agreement (the 'Contract Schedule'). Such Contract Schedule will
specify with respect to each Contract: the original principal amount and unpaid
principal balance as of the Cut-off Date; the current interest rate; the current
Scheduled Payment of principal and interest; the maturity date, if any, of the
related Mortgage Note; if the Contract is an adjustable rate Contract, the
Lifetime Rate Cap, if any, and the current index.

Assignment of Private Securities. The Depositor will cause Private
Securities to be registered in the name of the Trustee (or its nominee or
correspondent). The Trustee (or its nominee or correspondent) will have
possession of any certificated Private Securities. Unless otherwise specified in
the related Prospectus Supplement, the Trustee will not be in possession of or
be assignee of record of any underlying assets for a Private Security. See 'THE
TRUST FUNDS--Private Securities' herein. Each Private Security will be
identified in a schedule appearing as an exhibit to the related Agreement (the
'Certificate Schedule'), which will specify the original principal amount,
outstanding principal balance as of the Cut-off Date, annual pass-through rate
or interest rate and maturity date for each Private Security conveyed to the
Trust Fund. In the Agreement, the Depositor will represent and warrant to the
Trustee regarding the Private Securities: (i) that the information

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contained in the Certificate Schedule is true and correct in all material
respects; (ii) that, immediately prior to the conveyance of the Private
Securities, the Depostior had good title thereto, and was the sole owner thereof
(subject to any Retained Interest); (iii) that there has been no other sale by
it of such Private Securities; and (iv) that there is no existing lien, charge,
security interest or other encumbrance (other than any Retained Interest) on
such Private Securities.

days, or within such other period specified in the related Prospectus
Supplement, the Depositor or Seller will, not later than 90 days or within such
other period specified in the related Prospectus Supplement, after the Trustee's
notice to the Depositor or the Seller, as the case may be, of the defect,
repurchase the related Primary Asset or any property acquired in respect thereof
from the Trustee at a price equal to, unless otherwise specified in the related
Prospectus Supplement, (a) the lesser of (i) the outstanding principal balance
of such Primary Asset and (ii) the Trust Fund's federal income tax basis in the
Primary Asset and (b) accrued and unpaid interest to the date of the next
scheduled payment on such Primary Asset at the rate set forth in the related
Agreement (less any unreimbursed Advances respecting such Primary Asset),
provided, however, the purchase price shall not be limited in (i) above to the
Trust Fund's federal income tax basis if the repurchase at a price equal to the
outstanding principal balance of such Primary Asset will not result in any
prohibited transaction tax under Section 860F(a) of the Code.

The Depositor or another entity will make representations and warranties
with respect to Primary Assets for a Series. If the Depositor or such entity
cannot cure a breach of any such representations and warranties in all material
respects within the time period specified in the related Prospectus Supplement
after notification by the Trustee of such breach, and if such breach is of a
nature that materially and adversely affects the value of such Primary Asset,
the Depositor or such entity is obligated to repurchase the affected Primary
Asset or, if provided in the related Prospectus Supplement, provide a Qualifying
Substitute Primary Asset therefor, subject to the same conditions and

limitations on purchases and substitutions as described above.

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REPORTS TO HOLDERS

(i) the amount of principal distributed to holders of the related
Securities and the outstanding principal balance of such Securities
following such distribution;

(ii) the amount of interest distributed to holders of the related
Securities and the current interest on such Securities;

(v) the amount received under any related Enhancement, and the
remaining amount available under such Enhancement;

(vi) the amount of any delinquencies with respect to payments on the
related Primary Assets;

(vii) the book value of any REO Property acquired by the related Trust
Fund; and

(viii) such other information as specified in the related Agreement.

In addition, within a reasonable period of time after the end of each
calendar year the Trustee, unless otherwise specified in the related Prospectus
Supplement, will furnish to each Holder of record at any time during such
calendar year: (a) the aggregate of amounts reported pursuant to (i), (ii), and
(iv)(d) above for such calendar year and (b) such information specified in the
related Agreement to enable Holders to prepare their tax returns including,
without limitation, the amount of original issue discount accrued on the
Securities, if applicable. Information in the Distribution Date and annual
statements provided to the Holders will not have been examined and reported upon
by an independent public accountant. However, the Servicer will provide to the
Trustee a report by independent public accountants with respect to the
Servicer's servicing of the Contracts. See 'SERVICING OF CONTRACTS--Evidence as
to Compliance' herein.

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EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT

Pooling and Servicing Agreement; Servicing Agreement. Unless otherwise
specified in the related Prospectus Supplement, Events of Default under the
Pooling and Servicing Agreement for each Series of Certificates relating to
Contracts include (i) any failure by the Servicer to deposit amounts in the
Collection Account and Distribution Account to enable the Trustee to distribute
to Holders of such Series any required payment, which failure continues
unremedied for the number of days specified in the related Prospectus Supplement
after the giving of written notice of such failure to the Servicer by the
Trustee for such Series, or to the Servicer and the Trustee by the Holders of
such Series evidencing not less than 25% of the aggregate voting rights of the
Holders for such Series, (ii) any failure by the Servicer duly to observe or
perform in any material respect any other of its covenants or agreements in the
applicable Agreement which continues unremedied for the number of days specified
in the related Prospectus Supplement after the giving of written notice of such
failure to the Servicer by the Trustee, or to the Servicer and the Trustee by
the Holders of such Series evidencing not less than 25% of the aggregate voting
rights of the Holders and (iii) certain events of insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings and certain
actions by the Servicer indicating its insolvency, reorganization or inability
to pay its obligations.

So long as an Event of Default remains unremedied under the applicable
Agreement for a Series of Securities relating to the servicing of Contracts,
unless otherwise specified in the related Prospectus Supplement, the Trustee for
such Series or Holders of Securities of such Series evidencing not less than 51%
of the aggregate voting rights of the Securities for such Series may terminate
all of the rights and obligations of the Servicer as servicer under the
applicable Agreement (other than its right to recovery of other expenses and
amounts advanced pursuant to the terms of such Agreement which rights the
Servicer will retain under all circumstances), whereupon the Trustee will
succeed to all the responsibilities, duties and liabilities of the Servicer
under such Agreement and will be entitled to reasonable servicing compensation

not to exceed the applicable servicing fee, together with other servicing
compensation in the form of assumption fees, late payment charges or otherwise
as provided in such Agreement.

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given in accordance with the procedures described in the related Prospectus
Supplement; (iv) certain events of bankruptcy, insolvency, receivership or
liquidation of the Depositor or the Trust Fund; or (v) any other Event of
Default provided with respect to Notes of that Series.

If an Event of Default with respect to the Notes of any Series at the time
outstanding occurs and is continuing, either the Trustee or the holders of a

majority of the then aggregate outstanding amount of the Notes of such Series
may declare the principal amount (or, if the Notes of that Series are Zero
Coupon Securities, such portion of the principal amount as may be specified in
the terms of that Series, as provided in the related Prospectus Supplement) of
all the Notes of such Series to be due and payable immediately. Such declaration
may, under certain circumstances, be rescinded and annulled by the holders of a
majority in aggregate outstanding amount of the Notes of such Series.

In the event that the Trustee liquidates the collateral in connection with
an Event of Default involving a default for thirty (30) days or more in the
payment of principal of or interest on the Notes of a Series, the
Indenture provides that the Trustee will have a prior lien on the proceeds of
any such liquidation for unpaid fees and expenses. As a result, upon the
occurrence of such an Event of Default, the amount available for distribution to
the Noteholders would be less than would otherwise be the case. However, the
Trustee may not institute a proceeding for the enforcement of its lien except in
connection with a proceeding for the enforcement of the lien of the Indenture
for the benefit of the Noteholders after the occurrence of such an Event of
Default.

direction. Subject to such provisions for indemnification and certain
limitations contained in the Indenture, the holders of a majority of the then
aggregate outstanding amount of the Notes of such Series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Notes of such Series, and the holders of a majority
of the then aggregate outstanding amount of the Notes of such Series may, in
certain cases, waive any default with respect thereto, except a default in the
payment of principal or interest or a default in respect of a covenant or
provision of the Indenture that cannot be modified without the waiver or consent
of all the holders of the outstanding Notes of such Series affected thereby.

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THE TRUSTEE

The identity of the commercial bank, savings and loan association or trust
company named as the Trustee for each Series of Securities will be set forth in
the related Prospectus Supplement. The entity serving as Trustee may have normal
banking relationships with the Depositor or the Servicer. In addition, for the
purpose of meeting the legal requirements of certain local jurisdictions, the
Trustee will have the power to appoint co-trustees or separate trustees of all
or any part of the Trust Fund relating to a Series of Securities. In the event
of such appointment, all rights, powers, duties and obligations conferred or
imposed upon the Trustee by the Agreement relating to such Series will be
conferred or imposed upon the Trustee and each such separate trustee or
co-trustee jointly, or, in any jurisdiction in which the Trustee shall be
incompetent or unqualified to perform certain acts, singly upon such separate
trustee or co-trustee who shall exercise and perform such rights, powers, duties
and obligations solely at the direction of the Trustee. The Trustee may also
appoint agents to perform any of the responsibilities of the Trustee, which
agents shall have any or all of the rights, powers, duties and obligations of
the Trustee conferred on them by such appointment; provided that the Trustee
shall continue to be responsible for its duties and obligations under the
Agreement.

DUTIES OF THE TRUSTEE

Event of Default. The Trustee is not required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
under the Agreement, or in the exercise of any of its rights or powers, if it
has reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

RESIGNATION OF TRUSTEE

AMENDMENT OF AGREEMENT

Unless otherwise specified in the Prospectus Supplement, the Agreement for
each Series of Securities may be amended by the Depositor, the Servicer (with
respect to a Series relating to Contracts), and the Trustee with respect to such
Series, without notice to or consent of the Holders (i) to cure any ambiguity,
(ii) to correct any defective provisions or to correct or supplement any
provision therein, (iii) to add to the duties of the Depositor, the Trust Fund
or Servicer, (iv) to add any other provisions with respect to matters or
questions arising under such Agreement or related Enhancement, (v) to add or
amend any provisions of such Agreement as required by a Rating Agency in order
to maintain or improve the rating of the Securities, or (vi) to comply with any

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<PAGE>

requirements imposed by the Code; provided that any such amendment except
pursuant to clause (vi) above will not adversely affect in any material respect
the interests of any Holders of such Series, as evidenced by an opinion of
counsel. Any such amendment except pursuant to clause (vi) of the preceding
sentence shall be deemed not to adversely affect in any material respect the
interests of any Holder if the Trustee receives written confirmation from each
Rating Agency rating such Securities that such amendment will not cause such
Rating Agency to reduce the then current rating thereof. Unless otherwise
specified in the Prospectus Supplement, the Agreement for each Series may also
be amended by the Trustee, the Servicer, if applicable, and the Depositor with
respect to such Series with the consent of the Holders possessing not less than
66 2/3% of the aggregate outstanding principal amount of the Securities of such
Series or, if only certain Classes of such Series are afffected by such
amendment, 66 2/3% of the aggregate outstanding principal amount of the
Securities of each Class of such Series affected thereby, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the

provisions of such Agreement or modifying in any manner the rights of Holders of
such Series; provided, however, that no such amendment may (a) reduce the amount
or delay the timing of payments on any Security without the consent of the
Holder of such Security; or (b) reduce the aforesaid percentage of the aggregate
outstanding principal amount of Securities of each Class, the Holders of which
are required to consent to any such amendment without the consent of the Holders
of 100% of the aggregate outstanding principal amount of each Class of
Securities affected thereby.

VOTING RIGHTS

The related Prospectus Supplement will set forth the method of determining
allocation of voting rights with respect to a Series.

LIST OF HOLDERS

No Agreement will provide for the holding of any annual or other meeting of
Holders.

REMIC ADMINISTRATOR

For any Series with respect to which a REMIC election is made, preparation
of certain reports and certain other administrative duties with respect to the
Trust Fund may be performed by a REMIC administrator, who may be an affiliate of
the Depositor.

TERMINATION

of the aggregate Principal Balance of such Primary Assets) and unreimbursed
expenses (that are reimbursable pursuant to the terms of the Pooling and
Servicing Agreement) plus, in either

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case, accrued interest thereon at the weighted average rate on the related
Primary Assets through the last day of the Due Period in which such repurchase
occurs; provided, however, that if an election is made for treatment as a REMIC
under the Code, the repurchase price may equal the greater of (a) 100% of the
aggregate Principal Balance of such Primary Assets, plus accrued interest
thereon at the applicable net rates on the Primary Assets through the last day
of the month of such repurchase and (b) the aggregate fair market value of such
Primary Assets plus the fair market value of any property acquired in respect of
a Primary Asset and remaining in the Trust Fund. The exercise of such right will
effect early retirement of the Securities of such Series, but such entity's
right to so purchase is subject to the aggregate Principal Balance of the
Primary Assets at the time of repurchase being less than a fixed percentage, to
be set forth in the related Prospectus Supplement, of the aggregate Principal
Balance of the Primary Assets as of the Cut-off Date. In no event, however, will
the trust created by the Agreement continue beyond the expiration of 21 years
from the death of the last survivor of certain persons identified therein. For
each Series, the Servicer or the Trustee, as applicable, will give written
notice of termination of the Agreement to each Holder, and the final
distribution will be made only upon surrender and cancellation of the Securities
at an office or agency specified in the notice of termination. If so provided in
the related Prospectus Supplement for a Series, the Depositor or another entity
may effect an optional termination of the Trust Fund under the circumstances
described in such Prospectus Supplement. See 'DESCRIPTION OF THE
SECURITIES--Optional Redemption, Purchase or Termination' herein.

obligations for payment of principal and interest, if any, on their Notes until
maturity.

<PAGE>

CERTAIN LEGAL ASPECTS OF THE CONTRACTS

The following discussion contains summaries of certain legal aspects of
manufactured housing and home improvement installment sales contracts and
installment loan agreements which are general in nature. Because certain of such
legal aspects are governed by applicable state law (which laws may differ
substantially), the summaries do not purport to be complete nor reflect the laws
of any particular state, nor encompass the laws of all states in which the
properties securing the Contracts are situated. The summaries are qualified in
their entirety by reference to the applicable federal and state laws governing
the Contracts.

CONTRACTS SECURED BY MORTGAGES

Mortgages

Certain Contracts for a Series may be secured by either mortgages or deeds
of trust or deeds to secure debt (such Contracts are hereinafter referred to in
this section as 'mortgage loans'), depending upon the prevailing practice in the
state in which the property subject to a mortgage loan is located. The filing of
a mortgage, deed of trust or deed to secure debt creates a lien or title
interest upon the real property covered by such instrument and represents the
security for the repayment of an obligation that is customarily evidenced by a
promissory note. It is not prior to the lien for real estate taxes and
assessments or other charges imposed under governmental police powers and may
also be subject to other liens pursuant to the laws of the jurisdiction in which
the Mortgaged Property is located. Priority with respect to such instruments
depends on their terms, the knowledge of the parties to the mortgage and
generally on the order of recording with the applicable state, county or
municipal office. There are two parties to a mortgage, the mortgagor, who is the
borrower/property owner or the land trustee (as described below), and the
mortgagee, who is the lender. Under the mortgage instrument, the mortgagor
delivers to the mortgagee a note or bond and the mortgage. In the case of a land
trust, there are three parties because title to the property is held by a land
trustee under a land trust agreement of which the borrower/property owner is the
beneficiary; at origination of a mortgage loan, the borrower executes a separate
undertaking to make payments on the mortgage note. A deed of trust transaction
normally has three parties, the trustor, who is the borrower/property owner; the
beneficiary, who is the lender, and the trustee, a third-party grantee. Under a
deed of trust, the trustor grants the property, irrevocably until the debt is
paid, in trust, generally with a power of sale, to the trustee to secure payment
of the obligation. The mortgagee's authority under a mortgage and the trustee's
authority under a deed of trust are governed by the law of the state in which
the real property is located, the express provisions of the mortgage or deed of
trust, and, in some cases, in deed of trust transactions, the directions of the
beneficiary.

Foreclosure on Mortgages

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in enforcing the obligation. Generally, state law controls the amount of
foreclosure expenses and costs, including attorney's fees, which may be
recovered by a lender. If the deed of trust is not reinstated, a notice of sale
must be posted in a public place and, in most states, published for a specified
period of time in one or more newspapers. In addition, some state laws require
that a copy of the notice of sale be posted on the property, recorded and sent
to all parties having an interest in the real property.

foreclosure on proof that either the mortgagor's default was neither willful nor
in bad faith or the mortgagee's action established a waiver, fraud, bad faith,
or oppressive or unconscionable conduct such as to warrant a court of equity to
refuse affirmative relief to the mortgagee. Under certain circumstances a court
of equity may relieve the mortgagor from an entirely technical default where
such default was not willful.

Rights of Redemption

right of redemption would defeat the title of any purchaser at a foreclosure
sale, or of any purchaser from the lender subsequent to foreclosure or sale
under a deed of trust. Consequently the practical effect of a right of
redemption is to force the lender to retain the property and pay the expenses of
ownership until the redemption period has run. In some states, there is no right
to redeem property after a trustee's sale under a deed of trust.

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Junior Mortgages; Rights of Senior Mortgages

The standard form of the mortgage used by most institutional lenders
confers on the mortgagee the right both to receive all proceeds collected under
any hazard insurance policy and all awards made in connection with condemnation
proceedings, and to apply such proceeds and awards to any indebtedness secured
by the mortgage, in such order as the mortgagee may determine. Thus, in the
event improvements on the property are damaged or destroyed by fire or other
casualty, or in the event the property is taken by condemnation, the mortgagee
or beneficiary under underlying senior mortgages will have the prior right to
collect any insurance proceeds payable under a hazard insurance policy and any
award of damages in connection with the condemnation and to apply the same to
the indebtedness secured by the senior mortgages. Proceeds in excess of the
amount of senior mortgage indebtedness, in most cases, may be applied to the
indebtedness of a junior mortgage.

expended by the mortgagee on behalf of the mortgagor. All sums so expended by
the mortgagee become part of the indebtedness secured by the mortgage.

Anti-Deficiency Legislation and Other Limitations on Lenders

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<PAGE>

foreclosure in an attempt to satisfy the full debt before bringing a personal
action against the borrower. In certain other states, the lender has the option
of bringing a personal action against the borrower on the debt without first
exhausting such security; however, in some of these states, the lender,
following judgment on such personal action, may be deemed to have elected a
remedy and may be precluded from exercising remedies with respect to the
security. Consequently, the practical effect of the election requirement, when
applicable, is that lenders will usually proceed first against the security
rather than bringing a personal action against the borrower. Finally, other
statutory provisions limit any deficiency judgment against the former borrower
following a foreclosure sale to the excess of the outstanding debt over the fair
market value of the property at the time of the public sale. The purpose of
these statutes is generally to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former borrower as a result of

low or no bids at the foreclosure sale.

In a Chapter 11 case under the Bankruptcy Code, the lender is precluded
from foreclosing without authorization from the bankruptcy court. The lender's
lien may be transferred to other collateral and/or be limited in amount to the
value of the lender's interest in the collateral as of the date of the
bankruptcy. The loan term may be extended, the interest rate may be adjusted to
market rates and the priority of the loan may be subordinated to bankruptcy
court-approved financing. The bankruptcy court can, in effect, invalidate
due-on-sale clauses through confirmed Chapter 11 plans of reorganization.

The Bankruptcy Code provides priority to certain tax liens over the
lender's security. This may delay or interfere with the enforcement of rights in
respect of a defaulted mortgage loan. In addition, substantive requirements are
imposed upon lenders in connection with the organization and the servicing of
mortgage loans by numerous federal and some state consumer protection laws. The
laws include the federal Truth-in-Lending Act, Real Estate Settlement Procedures
Act, Equal Credit Opportunity Act, Fair Credit Billing Act, Fair Credit
Reporting Act and related statutes and regulations. These federal laws impose
specific statutory liabilities upon lenders who originate loans and who fail to
comply with the provisions of the law. In some cases, this liability may affect
assignees of the loans.

Due-on-Sale Clauses

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clauses and permits lenders to enforce these clauses in accordance with their
terms, subject to certain exceptions. As a result, due-on-sale clauses have
become generally enforceable except in those states whose legislatures exercised
their authority to regulate the enforceability of such clauses with respect to
mortgage loans that were (i) originated or assumed during the 'window period'
under the Garn-St. Germain Act which ended in all cases not later than October
15, 1982, and (ii) originated by lenders other than national banks, federal
savings institutions and federal credit unions. FHLMC has taken the position in
its published mortgage servicing standards that, out of a total of eleven
'window period states,' five states (Arizona, Michigan, Minnesota, New Mexico
and Utah) have enacted statutes extending, on various terms and for varying
periods, the prohibition on enforcement of due-on-sale clauses with respect to
certain categories of window period loans. Also, the Garn-St. Germain Act does
'encourage' lenders to permit assumption of loans at the original rate of
interest or at some other rate less than the average of the original rate and
the market rate.

Enforceability of Prepayment and Late Payment Fees

Equitable Limitations on Remedies

under the loan documents. Examples of judicial remedies that have been fathomed
include judicial requirements that the lender undertake affirmative and
expensive actions to determine the causes of the borrower's default and the
likelihood that the borrower will be able to reinstate the loan. In some cases,
courts have substituted their judgment for the lender's judgment and have
required that lenders reinstate loans or recast payment schedules in order to
accommodate borrowers who are suffering from temporary financial disability. In
other cases, courts have limited the right of a lender to realize upon his
security if the default under the security agreement is not monetary, such as
the borrower's failure to adequately maintain the property or the borrower's
execution of secondary financing affecting the property. Finally, some courts
have been faced with the issue of whether or not federal or state constitutional
provisions reflecting due process concerns for adequate notice require that
borrowers under security agreements receive notices in addition to the
statutorily-prescribed minimums. For the most part, these cases have upheld the
notice provisions as being reasonable or have found that, in cases involving the
sale by a trustee under a deed of trust or by a mortgagee under a mortgage
having a power of sale, there is insufficient state action to afford
constitutional protections to the borrower.

Most conventional single-family mortgage loans may be prepaid in full or in
part without penalty. The regulations of the Federal Home Loan Bank Board
prohibit the imposition of a prepayment penalty or equivalent fee for or in
connection with the acceleration of a loan by exercise of a due-on-sale clause.
A mortgagee to whom a prepayment in full has been tendered may be compelled to
give either a release of the mortgage or an instrument assigning the existing
mortgage. The absence of a restraint on prepayment, particularly with respect to
mortgage loans having higher mortgage rates, may increase the likelihood of
refinancing or other early retirements of such mortgage loans.

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980 ('Title V'), provides that state usury
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. Similar federal statutes
were in effect with respect to mortgage loans made during the first three months
of 1980. The Federal Home Loan Bank Board is authorized to issue rules and
regulations and to publish interpretations governing implementation of Title V.
Title V authorizes any state to reimpose interest rate limits by adopting,
before April 1, 1983, a state law, or by

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certifying that the voters of such state have voted in favor of any provision,
constitutional or otherwise, which expressly rejects an application of the
federal law. Fifteen states adopted such a law prior to the April 1, 1983
deadline. In addition, even where Title V is not so rejected, any state is
authorized by the law to adopt a provision limiting discount points or other
charges on mortgage loans covered by Title V.

CONTRACTS NOT SECURED BY MORTGAGES

General

The Contracts, other than those Contracts that are unsecured or secured by
mortgages on real estate (such Contracts are hereinafter referred to in this
section as 'contracts') generally are 'chattel paper' or constitute 'purchase
money security interests' each as defined in the Uniform Commercial Code (the
'UCC'). Pursuant to the UCC, the sale of chattel paper is treated in a manner
similar to perfection of a security interest in chattel paper. Under the related
Agreement, the Depositor will transfer physical possession of the contracts to
the Trustee or a designated custodian or may retain possession of the contracts
as custodian for the Trustee. In addition, the Depositor will make an
appropriate filing of a UCC-1 financing statement in the appropriate states to
give notice of the Trustee's ownership of the contracts. Unless otherwise
specified in the related Prospectus Supplement, the contracts will not be
stamped or otherwise marked to reflect their assignment from the Depositor to
the Trustee. Therefore, if through negligence, fraud or otherwise, a subsequent
purchaser were able to take physical possession of the contracts without notice
of such assignment, the Trustee's interest in the contracts could be defeated.

Security Interests in Home Improvements

The contracts that are secured by the home improvements financed thereby
grant to the originator of such contracts a purchase money security interest in
such home improvements to secure all or part of the purchase price of such home
improvements and related services. A financing statement generally is not
required to be filed to perfect a purchase money security interest in consumer
goods. Such purchase money security interests are assignable. In general, a
purchase money security interest grants to the holder a security interest that
has priority over a conflicting security interest in the same collateral and the
proceeds of such collateral. However, to the extent that the collateral subject
to a purchase money security interest becomes a fixture, in order for the
related purchase money security interest to take priority over a conflicting
interest in the fixture, the holder's interest in such Home Improvement must
generally be perfected by a timely fixture filing. In general, under the UCC, a
security interest does not exist under the UCC in ordinary building material
incorporated into an improvement on land. Home Improvement Contracts that
finance lumber, bricks, other types of ordinary building material or other goods
that are deemed to lose such characterization, upon incorporation of such
materials into the related property, will not be secured by a purchase money
security interest in the Home Improvement being financed.

Security Interests in the Manufactured Homes

The Manufactured Homes securing the manufactured housing contracts may be
located in all 50 states. Security interests in manufactured homes may be
perfected either by notation of the secured party's lien on the certificate of
title or by delivery of the required documents and payment of a fee to the state
motor vehicle authority, depending on state law. In some nontitle states,
perfection pursuant to the provisions of the UCC is required. As manufactured
homes have become larger and often have been attached to their sites without any
apparent intention to move them, courts in many states have held that
manufactured homes, under certain circumstances, may become subject to real
estate title and recording laws. As a result, a security interest in a
manufactured home could be rendered subordinate to the interests of other

parties claiming an interest in the manufactured home under applicable state
real estate law. In order to perfect a security interest in a manufactured home
under real estate laws, the secured party must file either a 'fixture filing'
under the provisions of the UCC or a real estate mortgage under the real estate
laws of the state where the home is located. These filings must be made in the
real estate records office of the county where the manufactured home is located.
If so specified in the related Prospectus Supplement, the manufactured housing
contracts may contain provisions prohibiting the borrower from permanently
attaching the Manufactured Home to its site. So long as the borrower does not
violate this agreement, a security interest in the Manufactured Home will be
governed by the certificate of title laws or the UCC, and the notation of the
security interest on the certificate of title or the filing of a UCC financing
statement will be effective to maintain the priority of the security interest in
the Manufactured Home. If, however, a Manufactured Home is permanently attached
to its site, the related lender may be required to perfect a security interest
in the Manufactured Home under applicable real estate laws.

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In the event that the owner of a Manufactured Home moves it to a state
other than the state in which such Manufactured Home initially is registered,
under the laws of most states the perfected security interest in the
Manufactured Home would continue for four months after such relocation and
thereafter only if and after the owner re-registers the Manufactured Home in
such state. If the owner were to relocate a Manufactured Home to another state
and not re-register the Manufactered Home in such state, and if steps are not
taken to re-perfect a security interest in such state, the security interest in
the Manufactured Home would cease to be perfected. A majority of states
generally require surrender of a certificate of title to re-register a
Manufactured Home; accordingly, the secured party must surrender possession if
it holds the certificate of title to such Manufactured Home or, in the case of
Manufactured Homes registered in states which provide for notation of lien on
the certificate of title, notice of surrender would be given to the secured
party noted on the certificate of title. In states which do not require a
certificate of title for registration of a manufactured home, re-registration
could defeat perfection.

Under the laws of most states, liens for repairs performed on a
Manufactured Home and liens for personal property taxes take priority over a
perfected security interest in the Manufactured Home.

Enforcement of Security Interest in Manufactured Homes and Home
Improvements

So long as the Manufactured Home or Home Improvement has not become subject
to the real estate law, a creditor can repossess a Manufactured Home or Home
Improvement securing a contract by voluntary surrender, by 'self-help'
repossession that is 'peaceful' (i.e., without breach of the peace) or, in the
absence of voluntary surrender and the ability to repossess without breach of
the peace, by judicial process. The holder of a contract must give the debtor a
number of days' notice, which varies from 10 to 30 days depending on the state,
prior to commencement of any repossession. The UCC and consumer protection laws
in most states place restrictions on repossession sales, including requiring

prior notice to the debtor and commercial reasonableness in effecting such a
sale. The law in most states also requires that the debtor be given notice of
any sale prior to resale of the unit that the debtor may redeem it at or before
such resale.

Consumer Protection Laws

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, as amended ('Title V'), provides that, subject to the following
conditions, state usury limitations shall not apply to any contract which is
secured by a first lien on certain kinds of consumer goods. The contracts would
be covered if they satisfy certain conditions, among other things, governing the
terms of any prepayments, late charges and deferral fees and requiring a 30-day
notice period prior to instituting any action leading to repossession of the
related unit.

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Title V was not so rejected, any state is authorized by the law to adopt a
provision limiting discount points or other charges on loans covered by Title V.

INSTALLMENT SALES CONTRACTS

The Contracts may also consist of installment sales contracts. Under
certain types of installment sales contracts ('Installment Sales Contracts') the
seller (hereinafter referred to in this section as the 'lender') retains legal
title to the property and enters into an agreement with the purchaser
(hereinafter referred to in this section as the 'borrower') for the payment of
the purchase price, plus interest, over the term of such contract. Only after
full performance by the borrower of the contract is the lender obligated to
convey title to the property to the purchaser. As with mortgage or deed of trust
financing, during the effective period of the Installment Sales Contract, the
borrower is generally responsible for maintaining the property in good condition
and for paying real estate taxes, assessments and hazard insurance premiums
associated with the property.

The method of enforcing the rights of the lender under an Installment Sales
Contract varies on a state-by-state basis depending upon the extent to which
state courts are willing, or able pursuant to state statute, to enforce the
contract strictly according to the terms. The terms of Installment Sales
Contracts generally provide that upon a default by the borrower, the borrower
loses his or her right to occupy the property, the entire indebtedness is
accelerated, and the buyer's equitable interest in the property is forfeited.
The lender in such a situation does not have to foreclose in order to obtain
title to the property, although in some cases a quiet title action is in order
if the borrower has filed the Installment Sales Contract in local land records
and an ejectment action may be necessary to recover possession. In a few states,
particularly in cases of borrower default during the early years of an
Installment Sales Contract, the courts will permit ejectment of the buyer and a
forfeiture of his or her interest in the property. However, most state
legislatures have enacted provisions by analogy to mortgage law protecting
borrowers under Installment Sales Contracts from the harsh consequences of
forfeiture. Under such statutes, a judicial or nonjudicial foreclosure may be
required, the lender may be required to give notice of default and the borrower
may be granted some grace period during which the Installment Sales Contract may
be reinstated upon full payment of the default amount and the borrower may have
a post-foreclosure statutory redemption right. In other states, courts in equity
may permit a borrower with significant investment in the property under an
Installment Sales Contract for the sale of real estate to share in the proceeds
of sale of the property after the indebtedness is repaid or may otherwise refuse
to enforce the forfeiture clause. Nevertheless, generally speaking, the lender's
procedures for obtaining possession and clear title under an Installment Sales
Contract in a given state are simpler and less time-consuming and costly than
are the procedures for foreclosing and obtaining clear title to a property
subject to one or more liens.

SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940

commencement of military service for the duration of military service, (ii) may
be entitled to a stay of proceedings on any kind of foreclosure or repossession
action in the case of defaults on such obligations entered into prior to
military service for the duration of military service and (iii) may have the
maturity of such obligations incurred prior to military service extended, the
payments lowered and the payment schedule readjusted for a period of time after
the completion of military service. However, the benefits of (i), (ii), or (iii)
above are subject to challenge by creditors and if, in the opinion of the court,
the ability of a person to comply with such obligations is not materially
impaired by military service, the court may apply equitable principles
accordingly. If a borrower's obligation to repay amounts otherwise due on a
Contract included in a Trust Fund for a Series is relieved pursuant to the
Soldiers' and Sailors' Civil Relief Act of 1940, none of the Trust Fund, the
Servicer, the Depositor nor the Trustee will be required to advance such
amounts, and any loss in respect thereof may reduce the amounts available to be
paid to the holders of the Certificates of such Series. Unless otherwise
specified in the related Prospectus Supplement, any shortfalls in interest
collections on Contracts or Underlying Contracts relating to the Private
Securities, as applicable, included in a Trust Fund for a Series resulting from
application of the Soldiers' and Sailors' Civil Relief Act of 1940 will be
allocated to each Class of Securities of such Series that is entitled to receive
interest in

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respect of such Contracts or Underlying Contracts in proportion to the interest
that each such Class of Securities would have otherwise been entitled to receive
in respect of such Contracts or Underlying Contracts had such interest shortfall
not occurred.

THE DEPOSITOR

GENERAL

(v) loans secured by certain first or junior mortgages on real estate, (vi)
loans to employee stock ownership plans and (vii) any and all other commercial
transactions and commercial, sovereign, student or consumer loans or
indebtedness and, in connection therewith or otherwise, purchasing, acquiring,
owning, holding, transferring, conveying, servicing, selling, pledging,
assigning, financing and otherwise dealing with such receivables, pass-through
certificates, or participations or certificates of participation or beneficial
ownership. Article Third of the Depositor's Certificate of Incorporation limits
the Depositor's activities to the above activities and certain related
activities, such as credit enhancement with respect to such Depositor
Securities, and to any activities incidental to and necessary or convenient for
the accomplishment of such purposes. The Certificate of Incorporation of the
Depositor provides that any Depositor Securities, except for subordinated
Depositor Securities, must be rated in one of the four highest categories by a
nationally recognized rating agency.

USE OF PROCEEDS

<PAGE>

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

The summary does not purport to deal with all aspects of federal income
taxation that may affect particular investors in light of their individual
circumstances, nor with certain types of investors subject to special treatment
under the federal income tax laws. This summary focuses primarily upon investors
who will hold Securities as 'capital assets' (generally, property held for
investment) within the meaning of Section 1221 of the Code, but much of the
discussion is applicable to other investors as well. Prospective Investors are

advised to consult their own tax advisers concerning the federal, state, local
and any other tax consequences to them of the purchase, ownership and
disposition of the Securities.

As used herein, the term "U.S. Person" means 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
(other than a partnership that is not treated as a Unites States person under
any applicable Treasury regulations), an estate whose income is subject to
U.S. federal income tax regardless of its source of income, or a trust if a
court within the United States is able to exercise primary supervision of the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in regulations, certain trusts in
existence on August 20, 1996 and treated as United States persons prior to such
date that elect to continue to be treated as United States persons shall be
considered U.S. persons as well.

TAXATION OF DEBT SECURITIES

Status as Real Property Contracts. Except to the extent provided otherwise
in a Supplement as to each Series of Securities Brown & Wood LLP will have
advised the Depositor that: (i) Securities held by a mutual savings bank or
domestic building and loan association will represent interests in 'qualifying
real property loans' within the meaning of Code section 593(d); (ii) Securities
held by a domestic building and loan association will constitute 'loans . . .
secured by an interest in real property' within the meaning of Code section
7701(a)(19)(C)(v); (iii) Securities held by a real estate investment trust will
constitute 'real estate assets' within the meaning of Code section 856(c)(5)(A)
and interest on Securities will be considered 'interest on obligations secured
by mortgages on real property or on interests in real property' within the
meaning of Code section 856(c)(3)(B) and (iv) Securities representing interests
in obligations secured by manufactured housing treated as single family
residences under Code Section 25(e)(10) will be considered interests in
'qualified mortgages' as defined in Code Section 860G(a)(3).

Interest and Acquisition Discount. Securities representing regular
interests in a REMIC ('Regular Interest Securities') are generally taxable to
holders in the same manner as evidences of indebtedness issued by the REMIC.
Stated interest on the Regular Interest Securities will be taxable as ordinary

income and taken into account using the accrual method of accounting, regardless
of the Holder's normal accounting method. Interest (other than original issue
discount) on Securities (other than Regular Interest Securities) that are
characterized as indebtedness for federal income tax purposes will be includible
in income by holders thereof in accordance with their usual methods of
accounting. Securities characterized as debt for federal income tax purposes and
Regular Interest Securities will be referred to hereinafter collectively as
'Debt Securities.'

In general, OID, if any, will equal the difference between the stated
redemption price at maturity of a Debt Security and its issue price. A holder of
a Debt Security must include such OID in gross income as ordinary interest
income as it accrues under a method taking into account an economic accrual of
the discount. In general,

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OID must be included in income in advance of the receipt of the cash
representing that income. The amount of OID on a Debt Security will be
considered to be zero if it is less than a de minimis amount determined under
the Code.

where Debt Securities do not provide for default remedies, the interest payments
will be included in the Debt Security's stated redemption price at maturity and
taxed as OID. Interest is payable at a single fixed rate only if the rate
appropriately takes into account the length of the interval between payments.
Distributions of interest on Debt Securities with respect to which deferred
interest will accrue will not constitute qualified stated interest payments, in
which case the stated redemption price at maturity of such Debt Securities
includes all distributions of interest as well as principal thereon. Where the
interval between the issue date and the first Distribution Date on a Debt
Security is either longer or shorter than the interval between subsequent
Distribution Dates, all or part of the interest foregone, in the case of the
longer interval, and all of the additional interest, in the case of the shorter
interval, will be included in the stated redemption price at maturity and tested
under the de minimis rule described below. In the case of a Debt Security with a
long first period which has non-de minimis OID, all stated interest in excess of
interest payable at the effective interest rate for the long first period will
be included in the stated redemption price at maturity and the Debt Security
will generally have OID. Holders of Debt Securities should consult their own tax
advisors to determine the issue price and stated redemption price at maturity of
a Debt Security.

The holder of a Debt Security issued with OID must include in gross income,
for all days during its taxable year on which it holds such Debt Security, the
sum of the 'daily portions' of such original issue discount. The

<PAGE>

amount of OID includible in income by a holder will be computed by allocating to
each day during a taxable year a pro rata portion of the original issue discount
that accrued during the relevant accrual period. In the case of a Debt Security
that is not a Regular Interest Security and the principal payments on which are
not subject to acceleration resulting from prepayments on the Contracts, the
amount of OID includible in income of a Holder for an accrual period (generally
the period over which interest accrues on the debt instrument) will equal the
product of the yield to maturity of the Debt Security and the adjusted issue
price of the Debt Security, reduced by any payments of qualified stated
interest. The adjusted issue price is the sum of its issue price plus prior
accruals or OID, reduced by the total payments made with respect to such Debt
Security in all prior periods, other than qualified stated interest payments.

The amount of OID to be included in income by a holder of a debt
instrument, such as certain Classes of the Debt Securities, that is subject to
acceleration due to prepayments on other debt obligations securing such
instruments (a 'Pay-Through Security'), is computed by taking into account the
anticipated rate of prepayments assumed in pricing the debt instrument (the
'Prepayment Assumption'). The amount of OID that will accrue during an accrual
period on a Pay-Through Security is the excess (if any) of the sum of (a) the
present value of all payments remaining to be made on the Pay-Through Security
as of the close of the accrual period and (b) the payments during the accrual
period of amounts included in the stated redemption price of the Pay-Through
Security, over the adjusted issue price of the Pay-Through Security at the
beginning of the accrual period. The present value of the remaining payments is
to be determined on the basis of three factors: (i) the original yield to
maturity of the Pay-Through Security (determined on the basis of compounding at
the end of each accrual period and properly adjusted for the length of the
accrual period), (ii) events which have occurred before the end of the accrual
period and (iii) the assumption that the remaining payments will be made in
accordance with the original Prepayment Assumption. The effect of this method is
to increase the portions of OID required to be included in income by a Holder to
take into account prepayments with respect to the Contracts at a rate that
exceeds the Prepayment Assumption, and to decrease (but not below zero for any
period) the portions of original issue discount required to be included in
income by a Holder of a Pay-Through Security to take into account prepayments
with respect to the Contracts at a rate that is slower than the Prepayment
Assumption. Although original issue discount will be reported to Holders of
Pay-Through Securities based on the Prepayment Assumption, no representation is
made to Holders that Contracts will be prepaid at that rate or at any other
rate.

The Depositor may adjust the accrual of OID on a Class of Regular Interest
Securities (or other regular interests in a REMIC) in a manner that it believes
to be appropriate, to take account of realized losses on the Contracts, although
the OID Regulations do not provide for such adjustments. If the Internal Revenue
Service were to require that OID be accrued without such adjustments, the rate
of accrual of OID for a Class of Regular Interest Securities could increase.

calculate OID on such Securities as if, solely for the purposes of computing
OID, the separate regular interests were a single debt instrument.

Effects of Defaults and Delinquencies. Holders will be required to report
income with respect to the related Securities under an accrual method without
giving effect to delays and reductions in distributions attributable to a
default or delinquency on the Contracts, except possibly to the extent that it
can be established that such amounts are uncollectible. As a result, the amount
of income (including OID) reported by a holder of such a Security in any period
could significantly exceed the amount of cash distributed to such holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the Securities is reduced as a result of a Contract default.
However, the timing and character of such losses or reductions in income are
uncertain and, accordingly, holders of Securities should consult their own tax
advisors on this point.

<PAGE>

mortgages held by the REMIC or on Contracts, underlying Pass-Through Securities
('Interest Weighted Securities'). The Issuer intends to take the position that
all of the income derived from an Interest Weighted Security should be treated
as OID and that the amount and rate of accrual of such OID should be calculated
by treating the Interest Weighted Security as a Compound Interest Security.
However, in the case of Interest Weighted Securities that are entitled to some
payments of principal and that are Regular Interest Securities the Internal
Revenue Service could assert that income derived from an Interest Weighted
Security should be calculated as if the Security were a security purchased at a
premium equal to the excess of the price paid by such holder for such Security
over its stated principal amount, if any. Under this approach, a holder would be
entitled to amortize such premium only if it has in effect an election under
Section 171 of the Code with respect to all taxable debt instruments held by
such holder, as described below. Alternatively, the Internal Revenue Service
could assert that an Interest Weighted Security should be taxable under the
rules governing bonds issued with contingent payments. Such treatment may be
more likely in the case of Interest Weighted Securities that are Stripped
Securities as described below. See '--Tax Status as a Grantor Trust--Discount or
Premium on Pass-Through Securities.'

Variable Rate Debt Securities. In the case of Debt Securities bearing

interest at a rate that varies directly, according to a fixed formula, with an
objective index, it appears that (i) the yield to maturity of such Debt
Securities and (ii) in the case of Pay-Through Securities, the present value of
all payments remaining to be made on such Debt Securities, should be calculated
as if the interest index remained at its value as of the issue date of such
Securities. Because the proper method of adjusting accruals of OID on a variable
rate Debt Security is uncertain, holders of variable rate Debt Securities should
consult their own tax advisers regarding the appropriate treatment of such
Securities for federal income tax purposes.

Market Discount. A purchaser of a Security may be subject to the market
discount rules of Sections 1276-1278 of the Code. A Holder that acquires a Debt
Security with more than a prescribed de minimis amount of 'market discount'
(generally, the excess of the principal amount of the Debt Security over the
purchaser's purchase price) will be required to include accrued market discount
in income as ordinary income in each month, but limited to an amount not
exceeding the principal payments on the Debt Security received in that month
and, if the Securities are sold, the gain realized. Such market discount would
accrue in a manner to be provided in Treasury regulations but, until such
regulations are issued, such market discount would in general accrue either (i)
on the basis of a constant yield (in the case of a Pay-Through Security, taking
into account a prepayment assumption) or (ii) in the ratio of (a) in the case of
Securities (or in the case of a Pass-Through Security, as set forth below, the
Contracts underlying such Security) not originally issued with original issue
discount, stated interest payable in the relevant period to total stated
interest remaining to be paid at the beginning of the period or (b) in the case
of Securities (or, in the case of a Pass-Through Security, as described below,
the Contracts underlying such Security) originally issued at a discount, OID in
the relevant period to total OID remaining to be paid.

Section 1277 of the Code provides that, regardless of the origination date
of the Debt Security (or, in the case of a Pass-Through Security, the
Contracts), the excess of interest paid or accrued to purchase or carry a
Security (or, in the case of a Pass-Through Security, as described below, the
Underlying Contracts) with market discount over interest received on such
Security is allowed as a current deduction only to the extent such excess is
greater than the market discount that accrued during the taxable year in which
such interest expense was incurred. In general, the deferred portion of any
interest expense will be deductible when such market discount is included in
income, including upon the sale, disposition, or repayment of the Security (or
in the case of a Pass-Through Security, an Underlying Contract). A holder may
elect to include market discount in income currently as it accrues, on all
market discount obligations acquired by such holder during the taxable year such
election is made and thereafter, in which case the interest deferral rule will
not apply.

Premium. A holder who purchases a Debt Security (other than an Interest
Weighted Security to the extent described above) at a cost greater than its
stated redemption price at maturity, generally will be considered to have
purchased the Security at a premium, which it may elect to amortize as an offset
to interest income on such Security (and not as a separate deduction item) on a
constant yield method. Although no regulations addressing the computation of
premium accrual on securities similar to the Securities have been issued, the
legislative history of the 1986 Act indicates that premium is to be accrued in

the same manner as market discount. Accordingly, it appears that the accrual of
premium on a Class of Pay-Through Securities will be calculated using the
prepayment assumption used in pricing such Class. If a holder makes an election
to amortize premium on a

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Debt Security, such election will apply to all taxable debt instruments
(including all REMIC regular interests and all pass-through certificates
representing ownership interests in a trust holding debt obligations) held by
the holder at the beginning of the taxable year in which the election is made,
and to all taxable debt instruments acquired thereafter by such holder, and will
be irrevocable without the consent of the Internal Revenue Service. Purchasers
who pay a premium for the Securities should consult their tax advisers regarding
the election to amortize premium and the method to be employed.

TAXATION OF THE REMIC AND ITS HOLDERS

General. In the opinion of Brown & Wood, special counsel to the
Depositor, if a REMIC election is made with respect to a Series of Securities,
then the arrangement by which the Securities of that Series are issued will be
treated as a REMIC as long as all of the provisions of the applicable Agreement
are complied with and the statutory and regulatory requirements are satisfied.
Securities will be designated as 'Regular Interests' or 'Residual Interests' in
a REMIC, as specified in the related Prospectus Supplement.

investment trust will constitute 'real estate assets' within the meaning of Code
Section 856(c)(6)(B), and income with respect to the Securities will be
considered 'interest on obligations secured by mortgages on real property or on
interests in real property' within the meaning of Code Section 856(c)(3)(B)
(assuming, for both purposes, that at least 95% of the REMIC's assets are
qualifying assets). If less than 95% of the REMIC's assets consist of assets
described in (i), (ii) or (iii) above, then a Security will qualify for the tax
treatment described in (i), (ii) or (iii) in the proportion that such REMIC
assets are qualifying assets.

Status of Manufactured Housing Contracts. The REMIC Regulations provide
that obligations secured by interests in manufactured housing that qualify as
'single family residences' within the meaning of Code Section 25(e)(10) may be
treated as 'qualified mortgages' of the REMIC.

Under Section 25(e)(10), the term 'single family residence' includes any
manufactured home which has a minimum of 400 square feet of living space and a
minimum width in excess of 102 inches and which is of a kind customarily used at
a fixed location.

REMIC EXPENSES; SINGLE CLASS REMICS

As a general rule, all of the expenses of a REMIC will be taken into
account by holders of the Residual Interest Securities. In the case of a 'single
class REMIC,' however, the expenses will be allocated, under Treasury
regulations, among the holders of the Regular Interest Securities and the
holders of the Residual Interest Securities on a daily basis in proportion to
the relative amounts of income accruing to each Holder on that day. In the case
of a holder of a Regular Interest Security who is an individual or a
'pass-through interest holder' (including certain pass-through entities but not
including real estate investment trusts), such expenses will be deductible only
to the extent that such expenses, plus other 'miscellaneous itemized deductions'
of the Holder, exceed 2% of such Holder's adjusted gross income. In addition,
for taxable years beginning after December 31,

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1990, the amount of itemized deductions otherwise allowable for the taxable year
for an individual whose adjusted gross income exceeds the applicable amount
(which amount will be adjusted for inflation for taxable years beginning after
1990) will be reduced by the lesser of (i) 3% of the excess of adjusted gross
income over the applicable amount, or (ii) 80% of the amount of itemized
deductions otherwise allowable for such taxable year. The reduction or
disallowance of this deduction may have a significant impact on the yield of the
Regular Interest Security to such a Holder. In general terms, a single class
REMIC is one that either (i) would qualify, under existing Treasury regulations,
as a grantor trust if it were not a REMIC (treating all interests as ownership
interests, even if they would be classified as debt for federal income tax
purposes) or (ii) is similar to such a trust and which is structured with the
principal purpose of avoiding the single class REMIC rules. Unless otherwise
stated in the applicable Prospectus Supplement, the expenses of the REMIC will
be allocated to holders of the related residual interest securities.

TAXATION OF THE REMIC

Tiered REMIC Structures. For certain series of REMIC Certificates, two or
more separate elections may be held to treat designated portions of the related
Trust Fund as REMICs ('Tiered REMICs') for federal income tax purposes. Upon the
issuance of any such series of REMIC Certificates, special counsel to the
Depositor will deliver its opinion generally to the effect that, assuming
compliance with all provisions of the related Pooling and Servicing Agreement,
the Tiered REMICs will each qualify as a REMIC and the REMIC Certificates issued
by the Tiered REMICs, respectively, will be considered to evidence ownership of
Regular Certificates or Residual Certificates in the related REMIC within the
meaning of the REMIC Provisions.

Solely for purposes of determining whether the REMIC Certificates will be
'qualifying real property loans' under Section 593(d) of the Code, 'real estate
assets' within the meaning of Section 856(c)(5)(A) of the Code, and 'loans
secured by an interest in real property' under Section 7701(a)(19)(C) of the
Code, and whether the income on such Certificates is interest described in
Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one
REMIC.

Calculation of REMIC Income. The taxable income or net loss of a REMIC is
determined under an accrual method of accounting and in the same manner as in
the case of an individual, with certain adjustments. In general, the taxable
income or net loss will be the difference between (i) the gross income produced
by the REMIC's assets, including stated interest and any original issue discount
or market discount on loans and other assets, and (ii) deductions, including
stated interest and original issue discount accrued on Regular Interest
Securities, amortization of any premium with respect to Contracts, and servicing
fees and other expenses of the REMIC. A holder of a Residual Interest Security
that is an individual or a 'pass-through interest holder' (including certain
pass-through entities, but not including real estate investment trusts) will be
unable to deduct servicing fees payable on the loans or other administrative
expenses of the REMIC for a given taxable year, to the extent that such
expenses, when aggregated with such holder's other miscellaneous itemized
deductions for that year, do not exceed two percent of such holder's adjusted
gross income.

minimis rules, the method of accrual by the REMIC of OID income on such loans
will be equivalent to the method under which holders of Pay-Through Securities
accrue original issue discount (i.e., under the constant yield method taking
into account the Prepayment Assumption). The REMIC will deduct OID on the
Regular Interest Securities in the same manner that the holders of the Regular
Interest Securities include such discount in income, but without regard to the
de minimis rules. See 'Taxation of Debt Securities' above. However, a REMIC that
acquires loans at a market discount must include such market discount in income
currently, as it accrues, on a constant interest basis.

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Prohibited Transactions and Contributions Tax. The REMIC will be subject
to a 100% tax on any net income derived from a 'prohibited transaction.' For
this purpose, net income will be calculated without taking into account any
losses from prohibited transactions or any deductions attributable to any
prohibited transaction that resulted in a loss. In general, prohibited
transactions include: (i) subject to limited exceptions, the sale or other
disposition of any qualified mortgage transferred to the REMIC; (ii) subject to
a limited exception, the sale or other disposition of a cash flow investment;
(iii) the receipt of any income from assets not permitted to be held by the
REMIC pursuant to the Code; or (iv) the receipt of any fees or other
compensation for services rendered by the REMIC. It is anticipated that a REMIC
will not engage in any prohibited transactions in which it would recognize a
material amount of net income. In addition, subject to a number of exceptions, a
tax is imposed at the rate of 100% on amounts contributed to a REMIC after the
close of the three-month period beginning on the Startup Day. The holders of
Residual Interest Securities will generally be responsible for the payment of
any such taxes imposed on the REMIC. To the extent not paid by such holders or
otherwise, however, such taxes will be paid out of the Trust Fund and will be
allocated pro rata to all outstanding Classes of Securities of such REMIC.

TAXATION OF HOLDERS OF RESIDUAL INTEREST SECURITIES

The holder of a Residual Interest Security must report its proportionate
share of the taxable income of the REMIC whether or not it receives cash

distributions from the REMIC attributable to such income or loss. The reporting
of taxable income without corresponding distributions could occur, for example,
in certain REMIC issues in which the loans held by the REMIC were issued or
acquired at a discount, since mortgage prepayments cause recognition of discount
income, while the corresponding portion of the prepayment could be used in whole
or in part to make principal payments on REMIC Regular Interests issued without
any discount or at an insubstantial discount. (If this occurs, it is likely that
cash distributions will exceed taxable income in later years.) Taxable income
may also be greater in earlier years of certain REMIC issues as a result of the
fact that interest expense deductions, as a percentage of outstanding principal
on REMIC Regular Interest Securities, will typically increase over time as lower
yielding Securities are paid, whereas interest income with respect to loans will
generally remain constant over time as a percentage of loan principal.

Distributions. Distributions on a Residual Interest Security (whether at
their scheduled times or as a result of prepayments) will generally not result
in any additional taxable income or loss to a holder of a Residual Interest
Security. If the amount of such payment exceeds a holder's adjusted basis in the
Residual Interest

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Security, however, the holder will recognize gain (treated as gain from the sale
of the Residual Interest Security) to the extent of such excess.

Sale or Exchange. A holder of a Residual Interest Security will recognize
gain or loss on the sale or exchange of a Residual Interest Security equal to
the difference, if any, between the amount realized and such holder's adjusted
basis in the Residual Interest Security at the time of such sale or exchange.
Except to the extent provided in regulations, which have not yet been issued,
any loss upon disposition of a Residual Interest Security will be disallowed if
the selling holder acquires any residual interest in a REMIC or similar mortgage

pool within six months before or after such disposition.

In addition, the Small Business Job Protection Act of 1996 provides three
rules for determining the effect on excess inclusions on the alternative minimum
taxable income of a residual holder. First, alternative minimum taxable income
for such residual holder is determined without regard to the special rule that
taxable income cannot be less than excess inclusions. Second, a residual
holder's alternative minimum taxable income for a tax year cannot be less than
the excess inclusions for the year. Third, the amount of any alternative minimum
tax net operating loss deductions must be computed without regard to any excess
inclusions. These rules are effective for tax years beginning after December 31,
1986, unless a residual holder elects to have such rules apply only to tax years
beginning after August 20, 1996.

Furthermore, the Small Business Job Protection Act of 1996, as part of the
repeal of the bad debt reserve method for thrift savings associations, repealed
the application of Code section 593(d) to any taxable year beginning after
December 31, 1995.

allocated to a holder and the amount of distributions made on the Residual
Interest Security before the beginning of the quarter. The long-term federal
rate, which is announced monthly by the Treasury Department, is an interest rate
that is based on the average market yield of outstanding marketable obligations
of the United States government having remaining maturities in excess of nine
years.

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Interest Security at the time of the transfer. In addition, if a Disqualified
Organization holds an interest in a pass-through entity after March 31, 1988
(including, among others, a partnership, trust, real estate investment trust,
regulated investment company, or any person holding as nominee), that owns a
Residual Interest Security, the pass-through entity will be required to pay an
annual tax on its allocable share of the excess inclusion income of the REMIC.

transfer of a Residual Interest is disregarded, the transferor would be liable
for any Federal income tax imposed upon taxable income derived by the transferee
from the REMIC. The REMIC Regulations provide no guidance as to how to determine
if a significant purpose of a transfer is to impede the assessment or collection
of tax. A similar type of limitation exists with respect to certain transfers of
residual interests by foreign persons to United States persons. See '--Tax
Treatment of Foreign Investors.'

Mark to Market Rules. Prospective purchasers of a REMIC Residual Interest
Security should be aware that the Internal Revenue Service recently finalized
regulations which provide that a Residential Interest acquired after January 3,
1995 cannot be marked-to-market.

ADMINISTRATIVE MATTERS

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TAX STATUS AS A GRANTOR TRUST

General. As specified in the related Prospectus Supplement if a REMIC or
partnership election is not made, in the opinion of Brown & Wood LLP, special
counsel to the Depositor, the Trust Fund relating to a Series of Securities will
be classified for federal income tax purposes as a grantor trust under Subpart
E, Part 1 of Subchapter J of the Code and not as an association taxable as a
corporation (the Securities of such Series, 'Pass-Through Securities'). In some
Series there will be no separation of the principal and interest payments on the
Contracts. In such circumstances, a Holder will be considered to have purchased
a pro rata undivided interest in each of the Contracts. In other cases
('Stripped Securities'), sale of the Securities will produce a separation in the
ownership of all or a portion of the principal payments from all or a portion of
the interest payments on the Contracts.

Each Holder must report on its federal income tax return its share of the
gross income derived from the Contracts (not reduced by the amount payable as
fees to the Trustee and the Servicer and similar fees (collectively, the
'Servicing Fee')), at the same time and in the same manner as such items would
have been reported under the Holder's tax accounting method had it held its
interest in the Contracts directly, received directly its share of the amounts
received with respect to the Contracts, and paid directly its share of the
Servicing Fees. In the case of Pass-Through Securities other than Stripped
Securities, such income will consist of a pro rata share of all of the income
derived from all of the Contracts and, in the case of Stripped Securities, such
income will consist of a pro rata share of the income derived from each stripped
bond or stripped coupon in which the Holder owns an interest. The holder of a

Security will generally be entitled to deduct such Servicing Fees under Section
162 or Section 212 of the Code to the extent that such Servicing Fees represent
'reasonable' compensation for the services rendered by the Trustee and the
Servicer (or third parties that are compensated for the performance of
services). In the case of a noncorporate holder, however, Servicing Fees (to the
extent not otherwise disallowed, e.g., because they exceed reasonable
compensation) will be deductible in computing such holder's regular tax
liability only to the extent that such fees, when added to other miscellaneous
itemized deductions, exceed 2% of adjusted gross income and may not be
deductible to any extent in computing such holder's alternative minimum tax
liability. In addition, for taxable years beginning after December 31, 1990, the
amount of itemized deductions otherwise allowable for the taxable year for an
individual whose adjusted gross income exceeds the applicable amount (which
amount will be adjusted for inflation in taxable years beginning after 1990)
will be reduced by the lesser of (i) 3% of the excess of adjusted gross income
over the applicable amount or (ii) 80% of the amount of itemized deductions
otherwise allowable for such taxable year.

Discount or Premium on Pass-Through Securities. The holder's purchase
price of a Pass-Through Security is to be allocated among the Contracts in
proportion to their fair market values, determined as of the time of purchase of
the Securities. In the typical case, the Trustee (to the extent necessary to
fulfill its reporting obligations) will treat each Contract as having a fair
market value proportional to the share of the aggregate principal balances of
all of the Contracts that it represents, since the Securities, unless otherwise
specified in the applicable Prospectus Supplement, will have a relatively
uniform interest rate and other common characteristics. To the extent that the
portion of the purchase price of a Pass-Through Security allocated to a Contract
(other than to a right to receive any accrued interest thereon and any
undistributed principal payments) is less than or greater than the portion of
the principal balance of the Contract allocable to the Security, the interest in
the Contract allocable to the Pass-Through Security will be deemed to have been
acquired at a discount or premium, respectively.

The treatment of any discount will depend on whether the discount
represents OID or market discount. In the case of a Contract with OID in excess
of a prescribed de minimis amount or a Stripped Security, a holder of a Security
will be required to report as interest income in each taxable year its share of
the amount of OID that accrues during that year in the manner described above.
OID with respect to a Contract could arise, for example, by virtue of the
financing of points by the originator of the Loan, or by virtue of the charging
of points by the originator of the Contract in an amount greater than a
statutory de minimis exception, in circumstances under which the points are not
currently deductible pursuant to applicable Code provisions. Any market discount
or premium on a Contract will be includible in income, generally in the manner
described above, except that in the case of Pass-Through Securities, market
discount is calculated with respect to the Contracts underlying the Certificate,
rather than with respect to the Security. A Holder that acquires an interest in
a Contract originated after July 18, 1984 with more than a de minimis amount of
market discount (generally, the excess of the principal amount of the Contract
over the purchaser's allocable purchase price) will be required to include
accrued market

<PAGE>

discount in income in the manner set forth above. See '--Taxation of Debt
Securities; Market Discount' and '--Premium' above.

In the case of market discount on a Pass-Through Security attributable to
Contracts originated on or before July 18, 1984, the holder generally will be
required to allocate the portion of such discount that is allocable to a loan
among the principal payments on the Contract and to include the discount
allocable to each principal payment in ordinary income at the time such
principal payment is made. Such treatment would generally result in discount
being included in income at a slower rate than discount would be required to be
included in income using the method described in the preceding paragraph.

Stripped Securities. A Stripped Security may represent a right to receive
only a portion of the interest payments on the Contracts, a right to receive
only principal payments on the Contracts, or a right to receive certain payments
of both interest and principal. Certain Stripped Securities ('Ratio Strip
Securities') may represent a right to receive differing percentages of both the
interest and principal on each Contract. Pursuant to Section 1286 of the Code,
the separation of ownership of the right to receive some or all of the interest
payments on an obligation from ownership of the right to receive some or all of
the principal payments results in the creation of 'stripped bonds' with respect

to principal payments and 'stripped coupons' with respect to interest payments.
Section 1286 of the Code applies the OID rules to stripped bonds and stripped
coupons. For purposes of computing original issue discount, a stripped bond or a
stripped coupon is treated as a debt instrument issued on the date that such
stripped interest is purchased with an issue price equal to its purchase price
or, if more than one stripped interest is purchased, the ratable share of the
purchase price allocable to such stripped interest.

Servicing fees in excess of reasonable servicing fees ('excess servicing')
will be treated under the stripped bond rules. If the excess servicing fee is
less than 100 basis points (i.e. 1% interest on the Contract principal balance)
or the Securities are initially sold with a de minimis discount (assuming no
prepayment assumption is required), any non-de minimis discount arising from a
subsequent transfer of the Securities should be treated as market discount. The
IRS appears to require that reasonable servicing fees be calculated on a
Contract by Contract basis, which could result in some Contracts being treated
as having more than 100 basis points of interest stripped off.

The Code, OID Regulations and judicial decisions provide no direct guidance
as to how the interest and original issue discount rules are to apply to
Stripped Securities and other Pass-Through Securities. Under the method
described above for Pay-Through Securities (the 'Cash Flow Bond Method'), a
prepayment assumption is used and periodic recalculations are made which take
into account with respect to each accrual period the effect of prepayments
during such period. However, the 1986 Act does not, absent Treasury regulations,
appear specifically to cover instruments such as the Stripped Securities which
technically represent ownership interests in the Underlying Contracts, rather
than being debt instruments 'secured by' those loans. Nevertheless, it is
believed that the Cash Flow Bond Method is a reasonable method of reporting
income for such Securities, and it is expected that OID will be reported on that

basis unless otherwise specified in the related Prospectus Supplement. In
applying the calculation to Pass-Through Securities, the Trustee will treat all
payments to be received by a holder with respect to the underlying Contracts as
payments on a single installment obligation. The Internal Revenue Service could,
however, assert that original issue discount must be calculated separately for
each Contract underlying a Security.

Under certain circumstances, if the Contracts prepay at a rate faster than
the Prepayment Assumption, the use of the Cash Flow Bond Method may accelerate a
Holder's recognition of income. If, however, the Contracts prepay at a rate
slower than the Prepayment Assumption, in some circumstances the use of this
method may decelerate a Holder's recognition of income.

Possible Alternative Characterizations. The characterizations of the
Stripped Securities described above are not the only possible interpretations of
the applicable Code provisions. Among other possibilities, the Internal Revenue
Service could contend that (i) in certain Series, each non-Interest Weighted
Security is composed of an unstripped undivided ownership interest in Contracts
and an installment obligation consisting of stripped principal payments; (ii)
the non-Interest Weighted Securities are subject to the contingent payment
provisions of

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the Proposed Regulations; or (iii) each Interest Weighted Stripped Security is
composed of an unstripped undivided ownership interest in Contracts and an
installment obligation consisting of stripped interest payments.

Given the variety of alternatives for treatment of the Stripped Securities
and the different federal income tax consequences that result from each
alternative, potential purchasers are urged to consult their own tax advisers
regarding the proper treatment of the Securities for federal income tax
purposes.

Character as Qualifying Contracts. In the case of Stripped Securities
there is no specific legal authority existing regarding whether the character of
the Securities, for federal income tax purposes, will be the same as the
Contracts. The IRS could take the position that the Contracts' character is not
carried over to the Securities in such circumstances. Pass-Through Securities
will be, and, although the matter is not free from doubt, Stripped Securities
should be considered to represent 'qualifying real property loans' within the
meaning of Section 593(d) of the Code, 'real estate assets' within the meaning
of Section 856(c)(6)(B) of the Code, and 'loans secured by an interest in real
property' within the meaning of Section 7701(a)(19)(C)(v) of the Code; and
interest income attributable to the Securities should be considered to represent
'interest on obligations secured by mortgages on real property or on interests
in real property' with the meaning of Section 856(c)(3)(B) of the Code. Reserves
or funds underlying the Securities may cause a proportionate reduction in the
above-described qualifying status categories of Securities.

SALE OR EXCHANGE

Subject to the discussion below with respect to Trust Funds as to which a
partnership election is made, a Holder's tax basis in its Security is the price
such holder pays for a Security, plus amounts of original issue or market
discount included in income and reduced by any payments received (other than
qualified stated interest payments) and any amortized premium. Gain or loss
recognized on a sale, exchange, or redemption of a Security, measured by the
difference between the amount realized and the Security's basis as so adjusted,
will generally be capital gain or loss, assuming that the Security is held as a
capital asset. In the case of a Security held by a bank, thrift, or similar
institution described in Section 582 of the Code, however, gain or loss realized
on the sale or exchange of a Regular Interest Security will be taxable as
ordinary income or loss. In addition, gain from the disposition of a Regular
Interest Security that might otherwise be capital gain will be treated as
ordinary income to the extent of the excess, if any, of (i) the amount that
would have been includible in the holder's income if the yield on such Regular
Interest Security had equaled 110% of the applicable federal rate as of the
beginning of such holder's holding period, over the amount of ordinary income
actually recognized by the holder with respect to such Regular Interest
Security. For taxable years beginning after December 31, 1993, the maximum tax
rate on ordinary income for individual taxpayers is 39.6% and the maximum tax
rate on long-term capital gains reported after December 31, 1990 for such
taxpayers is 28%. The maximum tax rate on both ordinary income and long-term
capital gains of corporate taxpayers is 35%. The Taxpayer Relief Act of 1997
reduces the maximum rates on long-term capital gains recognized on capital
assets held by individual taxpayers for more than eighteen months as of the date
of disposition (and would further reduce the maximum rates on such gains in the
year 2001 and thereafter for certain individual taxpayers who meet specified
conditions). Prospective investors should consult their own tax advisors
concerning these tax law changes.

MISCELLANEOUS TAX ASPECTS

Backup Withholding. Subject to the discussion below with respect to Trust
Funds as to which a partnership election is made, a Holder, other than a holder
of a REMIC Residual Security, may, under certain circumstances, be subject to
'backup withholding' at a rate of 31% with respect to distributions or the
proceeds of a sale of certificates to or through brokers that represent interest
or original issue discount on the Securities. This withholding generally applies
if the holder of a Security (i) fails to furnish the Trustee with its taxpayer
identification number ('TIN'); (ii) furnishes the Trustee an incorrect TIN;
(iii) fails to report properly interest, dividends or other 'reportable
payments' as defined in the Code; or (iv) under certain circumstances, fails to
provide the Trustee or such holder's securities broker with a certified
statement, signed under penalty of perjury, that the TIN provided is its correct
number and that the holder is not subject to backup withholding. Backup
withholding will not apply, however, with respect to certain payments made to
Holders, including payments to certain exempt recipients (such as exempt
organizations) and to certain Nonresidents (as defined below). On October 6,

1997, the Treasury Department issued new regulations (the "New Regulations")
which make certain modifications to the backup withholding and information
reporting rules described above. The New Regulations will generally be effective
for payments made after December 31, 1998, subject to certain transition rules.
Holders should consult their tax advisers as to their current qualification for
exemption from backup withholding and the procedure for obtaining the exemption,
as well as any future changes as a result of the New Regulations.

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TAX TREATMENT OF FOREIGN INVESTORS

Payments to holders of Residual Interest Securities who are foreign persons
will generally be treated as interest for purposes of the 30% (or lower treaty
rate) United States withholding tax. Holders should assume that such income does
not qualify for exemption from United States withholding tax as 'portfolio
interest.' It is clear that, to the extent that a payment represents a portion
of REMIC taxable income that constitutes excess inclusion income, a holder of a
Residual Interest Security will not be entitled to an exemption from or
reduction of the 30% (or lower treaty rate) withholding tax rule. If the
payments are subject to United States withholding tax, they generally will be
taken into account for withholding tax purposes only when paid or distributed
(or when the Residual Interest Security is disposed of). The Treasury has

statutory authority, however, to promulgate regulations which would require such
amounts to be taken into account at an earlier time in order to prevent the
avoidance of tax. Such regulations could, for example, require withholding prior
to the distribution of cash in the case of Residual Interest Securities that do
not have significant value. Under the REMIC Regulations, if a Residual Interest
Security has tax avoidance potential, a transfer of a Residual Interest Security
to a Nonresident will be disregarded for all Federal tax purposes. A Residual
Interest Security has tax avoidance potential unless, at the time of the
transfer the transferor reasonably expects that the REMIC will distribute to the
transferee residual interest holder amounts that will equal at least 30% of each
excess inclusion, and that such amounts will be distributed at or after the time
at which the excess inclusions accrue and not later than the calendar year
following the calendar year of accrual. If a Nonresident transfers a Residual
Interest Security to a United States person, and if the transfer has the effect
of allowing the transferor to avoid tax on accrued excess inclusions, then the
transfer is disregarded and the transferor continues to be treated as the owner
of the Residual Interest Security for purposes of the withholding tax provisions
of the Code. See '--Excess Inclusions.'

TAX CHARACTERIZATION OF THE TRUST AS A PARTNERSHIP

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TAX CONSEQUENCES TO HOLDERS OF THE NOTES

Treatment of the Notes as Indebtedness. The Trust Fund will agree, and the
Noteholders will agree by their purchase of Notes, to treat the Notes as debt
for federal income tax purposes. Special counsel to the Depositor will, except
as otherwise provided in the related Prospectus Supplement, advise the Depositor
that the Notes will be classified as debt for federal income tax purposes. The
discussion below assumes this characterization of the Notes is correct.

OID, Indexed Securities, etc. The discussion below assumes that all
payments on the Notes are denominated in U.S. dollars, and that the Notes are
not Indexed Securities or Strip Notes. Moreover, the discussion assumes that the
interest formula for the Notes meets the requirements for 'qualified stated
interest' under the OID regulations, and that any OID on the Notes (i.e., any
excess of the principal amount of the Notes over their issue price) does not
exceed a de minimis amount (i.e., 0.25% of their principal amount multiplied by
the number of full years included in their term), all within the meaning of the
OID regulations. If these conditions are not satisfied with respect to any given
series of Notes, additional tax considerations with respect to such Notes will
be disclosed in the applicable Prospectus Supplement.

Sale or Other Disposition. If a Noteholder sells a Note, the holder will
recognize gain or loss in an amount equal to the difference between the amount
realized on the sale and the holder's adjusted tax basis in the Note. The
adjusted tax basis of a Note to a particular Noteholder will equal the holder's
cost for the Note, increased by any market discount, acquisition discount, OID
and gain previously included by such Noteholder in income with respect to the
Note and decreased by the amount of bond premium (if any) previously amortized
and by the amount of principal payments previously received by such Noteholder

with respect to such Note. Any such gain or loss will be capital gain or loss if
the Note was held as a capital asset, except for gain representing accrued
interest and accrued market discount not previously included in income. Capital
losses generally may be used only to offset capital gains.

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Backup Withholding. Each holder of a Note (other than an exempt holder
such as a corporation, tax-exempt organization, qualified pension and
profit-sharing trust, individual retirement account or nonresident alien who
provides certification as to status as a nonresident) will be required to
provide, under penalties of perjury, a certificate containing the holder's name,
address, correct federal taxpayer identification number and a statement that the

holder is not subject to backup withholding. Should a nonexempt Noteholder fail
to provide the required certification, the Trust Fund will be required to
withhold 31 percent of the amount otherwise payable to the holder, and remit the
withheld amount to the IRS as a credit against the holder's federal income tax
liability.

TAX CONSEQUENCES TO HOLDERS OF THE CERTIFICATES

Partnership Taxation. As a partnership, the Trust Fund will not be subject
to federal income tax. Rather, each Certificateholder will be required to
separately take into account such holder's allocated share of income, gains,
losses, deductions and credits of the Trust Fund. The Trust Fund's income will
consist primarily of interest and finance charges earned on the Contracts
(including appropriate adjustments for market discount, OID and bond premium)
and any gain upon collection or disposition of Contracts. The Trust Fund's
deductions will consist primarily of interest accruing with respect to the
Notes, servicing and other fees, and losses or deductions upon collection or
disposition of Contracts.

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The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the
Trust Agreement and related documents). The Trust Agreement will provide, in
general, that the Certificateholders will be allocated taxable income of the
Trust Fund for each month equal to the sum of (i) the interest that accrues on
the Certificates in accordance with their terms for such month, including
interest accruing at the Pass Through Rate for such month and interest on
amounts previously due on the Certificates but not yet distributed; (ii) any
Trust Fund income attributable to discount on the Contracts that corresponds to
any excess of the principal amount of the Certificates over their initial issue
price; (iii) prepayment premium payable to the Certificateholders for such
month; and (iv) any other amounts of income payable to the Certificateholders
for such month. Such allocation will be reduced by any amortization by the Trust
Fund of premium on Contracts that corresponds to any excess of the issue price
of Certificates over their principal amount. All remaining taxable income of the
Trust Fund will be allocated to the Company. Based on the economic arrangement
of the parties, this approach for allocating Trust Fund income should be
permissible under applicable Treasury regulations, although no assurance can be
given that the IRS would not require a greater amount of income to be allocated
to Certificateholders. Moreover, even under the foregoing method of allocation,
Certificateholders may be allocated income equal to the entire Pass Through Rate
plus the other items described above even though the Trust Fund might not have
sufficient cash to make current cash distributions of such amount. Thus, cash
basis holders will in effect be required to report income from the Certificates
on the accrual basis and Certificateholders may become liable for taxes on Trust
Fund income even if they have not received cash from the Trust Fund to pay such
taxes. In addition, because tax allocations and tax reporting will be done on a
uniform basis for all Certificateholders but Certificateholders may be
purchasing Certificates at different times and at different prices,
Certificateholders may be required to report on their tax returns taxable income
that is greater or less than the amount reported to them by the Trust Fund.

The Trust Fund intends to make all tax calculations relating to income and
allocations to Certificateholders on an aggregate basis. If the IRS were to
require that such calculations be made separately for each Contract, the Trust
Fund might be required to incur additional expense but it is believed that there
would not be a material adverse effect on Certificateholders.

Discount and Premium. It is believed that the Contracts were not issued
with OID, and, therefore, the Trust should not have OID income. However, the
purchase price paid by the Trust Fund for the Contracts may be greater or less
than the remaining principal balance of the Contracts at the time of purchase.
If so, the Contract will have been acquired at a premium or discount, as the
case may be. (As indicated above, the Trust Fund will make this calculation on
an aggregate basis, but might be required to recompute it on a Contract by
Contract basis.)

If the Trust Fund acquires the Contracts at a market discount or premium,
the Trust Fund will elect to include any such discount in income currently as it
accrues over the life of the Contracts or to offset any such premium against
interest income on the Contracts. As indicated above, a portion of such market
discount income or premium deduction may be allocated to Certificateholders.

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<PAGE>

of Trust Fund income (includible in income) and decreased by any distributions

received with respect to such Certificate. In addition, both the tax basis in
the Certificates and the amount realized on a sale of a Certificate would
include the holder's share of the Notes and other liabilities of the Trust Fund.
A holder acquiring Certificates at different prices may be required to maintain
a single aggregate adjusted tax basis in such Certificates, and, upon sale or
other disposition of some of the Certificates, allocate a portion of such
aggregate tax basis to the Certificates sold (rather than maintaining a separate
tax basis in each Certificate for purposes of computing gain or loss on a sale
of that Certificate).

the Trust will be the calendar year. The Trustee will file a partnership
information return (IRS Form 1065) with the IRS for each taxable year of the
Trust Fund and will report each Certificateholder's allocable share of items of
Trust Fund income and expense to holders and the IRS on Schedule K-1. The Trust
Fund will provide the Schedule K-1 information to nominees that fail to provide
the Trust Fund with the information statement described below and such nominees
will be required to forward such information to the beneficial owners of the
Certificates. Generally, holders must file tax returns that are consistent with
the information return filed by the Trust Fund or be subject to penalties unless
the holder notifies the IRS of all such inconsistencies.

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<PAGE>

Trust Fund on or before the following January 31. Nominees, brokers and
financial institutions that fail to provide the Trust Fund with the information
described above may be subject to penalties.

that the Trust Fund would be engaged in a trade or business in the United States
for such purposes, the Trust Fund will withhold as if it were so engaged in
order to protect the Trust Fund from possible adverse consequences of a failure
to withhold. The Trust Fund expects to withhold on the portion of its taxable
income that is allocable to foreign Certificateholders pursuant to Section 1446
of the Code, as if such income were effectively connected to a U.S. trade or
business, at a rate of 35% for foreign holders that are taxable as corporations
and 39.6% for all other foreign holders. Subsequent adoption of Treasury
regulations or the issuance of other administrative pronouncements may require
the Trust to change its withholding procedures. In determining a holder's
withholding status, the Trust Fund may rely on IRS Form W-8, IRS Form W-9 or the
holder's certification of nonforeign status signed under penalties of perjury.

FASIT Securities

General

Qualification as a FASIT

Asset Composition

rate, or a qualifying interest-only ("IO") type rate, (iii) foreclosure
property, (iv) certain hedging instruments (generally, interest and currency
rate swaps and credit enhancement contracts) that are reasonably required to
guarantee or hedge against the FASIT's risks associated with being the obligor
on FASIT interests, (v) contract rights to acquire qualifying debt instruments
or qualifying hedging instruments, (vi) FASIT regular interests, and (vii) REMIC
regular interests. Permitted assets do not include any debt instruments issued
by the holder of the FASIT's ownership interest or by any person related to such
holder.

Interests in a FASIT

Consequences of Disqualification

If a Series FASIT fails to comply with one or more of the Code's ongoing
requirements for FASIT status during any taxable year, the Code provides that
its FASIT status may be lost for that year and thereafter. If FASIT status is
lost, the treatment of the former FASIT and the interests therein for federal
income tax purposes is uncertain. The former FASIT might be treated as a grantor
trust, as a separate association taxation as a corporation, or as a partnership.
The FASIT Regular Securities could be treated as debt instruments for federal
income tax purposes or as equity interests. Although the Code authorizes the
Treasury to issue regulations that address situations where a failure to meet
the requirements for FASIT status occurs inadvertently and in good faith, such
regulations have not yet been issued. It is possible that disqualification
relief might be accompanied by sanctions, such as the imposition of a corporate
tax on all or a portion of the FASIT's income for the period of time in which
the requirements for FASIT status are not satisfied.

Tax Treatment of FASIT Regular Securities

General. Payments received by holders of FASIT Regular Securities generally
should be accorded the same tax treatment under the Code as payments received on
other taxable corporate debt instruments and on REMIC Regular Securities. As in
the case of holders of REMIC Regular Securities, holders of FASIT Regular
Securities must report income from such Securities under an accrual method of
accounting, even if they otherwise would have used the cash receipts and
disbursements method. Except in the case of FASIT Regular Securities issued with
original issue discount or acquired with market discount or premium, interest
paid or accrued on a FASIT Regular Security generally will be treated as
ordinary income to the Securityholder and a principal payment on such Security
will be treated as a return of capital to the extent that the Securityholder's
basis is allocable to that payment. FASIT Regular Securities issued with
original issue discount or acquired with market discount or premium generally
will treat interest and principal payments on such Securities in the same manner
described for REMIC Regular Securities. See "Federal Income Tax
Consequences--Taxation of Debt Securities," "--Market Discount," and "--Premium"
above. High-Yield Securities may be held only by fully taxable domestic C
corporations, other FASITs, and certain securities dealers. Holders of
High-Yield Securities are subject to limitations on their ability to use current
losses or net operating loss carryforwards or carrybacks to offset any income
derived from those Securities.

Instruments--Effects of Default and Delinquencies."

Treatment of High-Yield Interests

Tax Treatment of FASIT Ownership Securities

as ordinary income. In determining that taxable income, the holder of a FASIT
Ownership Security must determine the amount of interest, original issue
discount, market discount, and premium recognized with respect to the FASIT's
assets and the FASIT Regular Securities issued by the FASIT according to a
constant yield methodology and under an accrual method of accounting. In
addition, holders of FASIT Ownership Securities are subject to the same
limitations on their ability to use losses to offset income from their FASIT
Security as are the holders of High-Yield Interests. See "Federal Income Tax
Consequences--FASIT Securities--Tax Treatment of FASIT Regular
Securities--Treatment of High-Yield Interests."

Backup Withholding, Reporting and Tax Administration

DUE TO THE COMPLEXITY OF THE FEDERAL INCOME TAX RULES APPLICABLE TO
SECURITYHOLDERS AND THE CONSIDERABLE UNCERTAINTY THAT EXISTS WITH RESPECT

TO MANY ASPECTS OF THOSE RULES, POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN
TAX ADVISORS REGARDING THE TAX TREATMENT OF THE ACQUISITION, OWNERSHIP, AND
DISPOSITION OF THE SECURITIES.

STATE TAX CONSIDERATIONS

<PAGE>

ERISA CONSIDERATIONS

interest' will be deemed for purposes of ERISA to be assets of the Plan unless
certain exceptions apply.

Under the terms of the regulation, the Trust Fund may be deemed to hold
plan assets by reason of a Plan's investment in a Security; such plan assets
would include an undivided interest in the Primary Assets and any other assets
held by the Trust Fund. In such an event, persons providing services with
respect to the assets of the Trust Fund, may be parties in interest, subject to
the fiduciary responsibility provisions of Title I of ERISA, including the
prohibited transaction provisions of Section 406 of ERISA (and of Section 4975
of the Code), with respect to transactions involving such assets unless such
transactions are subject to a statutory or administrative exemption.

An additional exemption may also be available. On February 22, 1991, the
DOL granted to Lehman Brothers an administrative exemption, Prohibited
Transaction Exemption 91-14 (Application No. D-7958, 56 Fed. Reg. 7414) (the
'Exemption'), from certain of the prohibited transaction rules of ERISA with
respect to the initial purchase, the holding and the subsequent resale by Plans
of securities representing interests in asset-backed pass-through trusts that
consist of certain receivables, loans and other obligations that meet the
conditions and

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<PAGE>

requirements of the Exemption. These securities should include the Certificates,
and depending upon the particular characteristics of a Series, may include the
Notes. The obligations covered by the Exemption include obligations such as the
Primary Assets (other than Private Securities which are not insured or
guaranteed by the United States or an agency or instrumentality thereof, or Home

Improvement Contracts that are unsecured). The Exemption will apply to the
acquisition, holding and resale of the Securities by a Plan, provided that
certain conditions (certain of which are described below) are met.

Among the conditions which must be satisfied for the Exemption to apply are
the following:

(ii) The rights and interests evidenced by the Securities acquired by
the Plan are not subordinated to the rights and interests evidenced by
other securities of the trust;

(v) The Trustee must not be an affiliate of any other member of the
Restricted Group (as defined below); and

(vi) The Plan investing in the Securities is an 'accredited investor'
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act of 1933.

The trust also must meet the following requirements:

(i) the corpus of the trust must consist solely of assets of the type
which have been included in other investment pools;

(iii) securities evidencing interests in such other investment pools
must have been purchased by investors other than Plans for at least one
year prior to any Plan's acquisition of Securities.

Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions that may occur when the Plan fiduciary

causes a Plan to acquire securities in a trust in which the fiduciary (or its
affiliate) is an obligor on the receivables held in the trust provided that,
among other requirements: (i) in the case of an acquisition in connection with
the initial issuance of Securities, at least fifty (50) percent of each Class of
Securities in which Plans have invested is acquired by persons independent of
the Restricted Group and at least fifty (50) percent of the aggregate interest
in the trust is acquired by persons independent of the Restricted Group; (ii)
such fiduciary (or its affiliate) is an obligor with respect to five (5) percent
or less of the fair market value of the obligations contained in the trust;
(iii) the Plan's investment in Securities does not exceed twenty-five (25)
percent of all of the Securities outstanding after the acquisition; and (iv) no
more than twenty-five (25) percent of the assets of the Plan are invested in
securities representing an interest in one or more trusts containing assets sold
or serviced by the same entity. The Exemption does not apply to Plans sponsored
by the Company, the underwriters of the Securities, the Trustee, the Servicer,
any obligor with respect to obligations included in a Trust Fund constituting
more than five (5) percent of the aggregate unamortized principal balance of the
assets in a Trust Fund, or any affiliate of such parties (the 'Restricted
Group').

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<PAGE>

Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA and the Code, the potential application of the
Exemption to the purchase and holding of the Securities and the potential
consequences to their specific circumstances, prior to making an investment in
the Securities. Moreover, each Plan fiduciary should determine whether under the
general fiduciary standards of investment procedure and diversification an
investment in the Securities is appropriate for the Plan, taking into account
the overall investment policy of the Plan and the composition of the Plan's
investment portfolio.

LEGAL INVESTMENT

PLAN OF DISTRIBUTION

allowed or reallowed to certain dealers. The place and time of delivery of each
Series of Securities will also be set forth in the Prospectus Supplement
relating to such Series. Lehman Brothers is an affiliate of the Depositor.

LEGAL MATTERS

Unless otherwise specified in the related Prospectus Supplement, certain
legal matters in connection with the Securities will be passed upon for the
Depositor by Brown & Wood LLP, New York, New York.

ADDITIONAL INFORMATION

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<PAGE>

GLOSSARY OF TERMS

'Accrual Termination Date' means, with respect to a Class of Compound
Interest Securities, the Distribution Date specified in the related Prospectus
Supplement.

'Advance' means cash advanced by the Servicer in respect of delinquent
payments of principal of and interest on a Contract and for any other purposes
specified in the related Prospectus Supplement.

'Appraised Value' means, with respect to property securing a Contract, the
lesser of the appraised value determined in an appraisal obtained at origination
of the Contract or sales price of such mortgaged property at such time.

'Bankruptcy Code' means the federal bankruptcy code, 11 United States Code
101 et seq., and related rules and regulations promulgated thereunder.

'Certificate' means the Asset-Backed Certificates.

'Class' means a Class of Securities of a Series.

'Closing Date' means, with respect to a Series, the date specified in the
related Prospectus Supplement as the date on which Securities of such Series are
first issued.

'Code' means the Internal Revenue Code of 1986, as amended, and regulations
(including proposed regulations) or other pronouncements of the Internal Revenue
Service promulgated thereunder.

'Collection Account' means, with respect to a Series, the account
established in the name of the Servicer for the deposit by the Servicer of
payments received from the Primary Assets.

'Combined Loan-to-Value Ratio' means, with respect to a Contract, the ratio
determined as set forth in the related Prospectus Supplement taking into account
the amounts of any related senior mortgage loans on the related Mortgaged
Property.

'Commission' means the Securities and Exchange Commission.

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<PAGE>

Termination Date, and with respect to which no interest shall be payable until
such Accrual Termination Date, after which interest payments will be made on the
Compound Value thereof.

reduced by any payments of principal previously made on such Class of Compound
Interest Securities.

'Condominium Association' means the person(s) appointed or elected by the
Condominium Unit owners to govern the affairs of the Condominium.

'Condominium Building' means a multi-unit building or buildings, or a group
of buildings whether or not attached to each other, located on property subject
to Condominium ownership.

'Condominium Unit' means an individual housing unit in a Condominium
Building.

'Contracts' means Home Improvement Contracts and Manufactured Housing
Contracts, collectively.

'Cooperative Dwelling' means an individual housing unit in a building owned
by a Cooperative.

'Cut-off Date' means the date designated as such in the related Prospectus
Supplement for a Series.

'Debt Securities' means Securities characterized as indebtedness for
federal income tax purposes, and Regular Interest Securities.

'Deferred Interest' means the excess of the interest accrued on the
outstanding principal balance of a Contract during a specified period over the
amount of interest required to be paid by an obligor on such Contract on the
related Due Date.

'Depositor' means Lehman ABS Corporation.

unrelated business income.

'Distribution Date' means, with respect to a Series or Class of Securities,
each date specified as a distribution date for such Series or Class in the
related Prospectus Supplement.

'Due Date' means each date, as specified in the related Prospectus
Supplement for a Series, on which any payment of principal or interest is due
and payable by the obligor on any Primary Asset pursuant to the terms thereof.

'Eligible Investments' means any one or more of the obligations or
securities described as such in the related Agreement.

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<PAGE>

'Enhancement' means the enhancement for a Series, if any, specified in the
related Prospectus Supplement.

'Enhancer' means the provider of the Enhancement for a Series specified in
the related Prospectus Supplement.

'ERISA' means the Employee Retirement Income Security Act of 1974, as
amended.

'Escrow Account' means an account, established and maintained by the
Servicer for a Contract, into which payments by borrowers to pay taxes,
assessments, mortgage and hazard insurance premiums and other comparable items
required to be paid to the mortgagee are deposited.

'FHLMC' means the Federal Home Loan Mortgage Corporation.

'FNMA' means the Federal National Mortgage Association.

'Holder' means the person or entity in whose name a Security is registered.

'Home Improvements' means the home improvements financed by a Home
Improvement Contract.

'Home Improvement Contract' means any home improvement installment sales
contract or installment loan agreement which may be unsecured or secured by
purchase money security interests in the Home Improvement financed thereby or by
a mortgage on the related Mortgaged Property.

'HUD' means the United States Department of Housing and Urban Development.

'Indenture' means the indenture relating to a Series of Notes between the
Trust Fund and the Trustee.

'Index' means the index applicable to any adjustments in the Loan Rates of
any adjustable rate Contracts.

'Insurance Policies' means certain mortgage insurance, hazard insurance and
other insurance policies required to be maintained with respect to Contracts.

'Insurance Proceeds' means amounts paid by the insurer under any of the
Insurance Policies covering any Contract or Mortgaged Property.

'Interest Only Securities' means a Class of Securities entitled solely or
primarily to distributions of interest and which is identified as such in the
related Prospectus Supplement.

'IRS' means the Internal Revenue Service.

'LCPI' means Lehman Commercial Paper Inc.

'Lehman Brothers' means Lehman Brothers Inc.

'Lifetime Rate Cap' means the lifetime limit, if any, on the Loan Rate
during the life of each adjustable rate Contract.

'Liquidation Proceeds' means amounts received by the Servicer in connection
with the liquidation of a Contract, net of liquidation expenses.

'Loan Rate' means, unless otherwise indicated herein or in the Prospectus
Supplement, the interest rate borne by a Contract.

'Loan-to-Value Ratio' means, with respect to a Contract, the ratio
determined as set forth in the related Prospectus Supplement.

'Manufactured Housing Contract' means any conventional manufactured housing
installment sales contract or installment loan agreement originated by a
manufactured housing dealer in the ordinary course of

71
<PAGE>

business secured either by the related Manufactured Home or by a Mortgage on the
real estate on which the Manufactured Home is located.

'Minimum Rate' means the lifetime minimum Loan Rate during the life of each
adjustable rate Contract.

'Minimum Principal Payment Agreement' means a minimum principal payment
agreement with an entity meeting the criteria of the Rating Agencies.

'Modification' means a change in any term of a Contract.

'Mortgage' means the mortgage, deed of trust or other similar security
instrument securing a Mortgage Note.

'Mortgage Note' means the note or other evidence of indebtedness of a
Mortgagor under the Contract.

'Mortgagor' means the obligor on a Mortgage Note.

'1986 Act' means the Tax Reform Act of 1986.

'Notes' means the Asset-Backed Notes.

'Notional Amount' means the amount set forth in the related Prospectus
Supplement for a Class of Interest Only Securities.

'Participating Securities' means Securities entitled to receive payments of
principal and interest and an additional return on investment as described in
the related Prospectus Supplement.

'Pay Through Security' means Regular Interest Securities and certain Debt
Securities that are subject to acceleration due to prepayments on the underlying
Primary Assets.

'Pooling and Servicing Agreement' means the pooling and servicing agreement
relating to a Series of Certificates among the Depositor, the Servicer (if such
Series relates to Contracts) and the Trustee.

'Primary Assets' means the Private Securities and/or Contracts, as the case
may be, which are included in the Trust Fund for such Series. A Primary Asset
refers to a specific Private Security or Contract, as the case may be.

'Principal Only Securities' means a Class of Securities entitled solely or
primarily to distributions of principal and identified as such in the Prospectus
Supplement.

'Private Security' means a participation or pass-through certificate
representing a fractional, undivided interest in Underlying Contracts or
collateralized obligations secured by Underlying Contracts.

'Property' means either a Home Improvement, a Manufactured Home or a
Mortgaged Property securing a Contract, as the context requires.

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<PAGE>

'PS Agreement' means the pooling and servicing agreement, indenture, trust
agreement or similar agreement pursuant to which a Private Security is issued.

'PS Servicer' means the servicer of the Underlying Contracts.

'PS Sponsor' means, with respect to Private Securities, the sponsor or
depositor under a PS Agreement.

'PS Trustee' means the trustee designated under a PS Agreement.

'Regular Interest' means a regular interest in a REMIC.

'REMIC' means a real estate mortgage investment conduit.

'REMIC Administrator' means the Person, if any, specified in the related
Prospectus Supplement for a Series for which a REMIC election is made, to serve
as administrator of the Series.

'REO Property' means real property which secured a defaulted Contract,
beneficial ownership of which has been acquired upon foreclosure, deed in lieu
of foreclosure, repossession or otherwise.

'Reserve Fund' means, with respect to a Series, any Reserve Fund
established pursuant to the related Agreement.

'Residual Interest' means a residual interest in a REMIC.

'Retained Interest' means, with respect to a Primary Asset, the amount or
percentaged specified in the related Prospectus Supplement which is not included
in the Trust Fund for the related Series.

'Scheduled Payments' means the scheduled payments of principal and interest
to be made by the borrower on a Primary Asset.

'Securities' means the Notes or the Certificates.

'Seller' means the seller of the Primary Assets to the Depositor identified
in the related Prospectus Supplement for a Series.

'Senior Securityholder' means a holder of a Senior Security.

'Series' means a separate series of Securities sold pursuant to this
Prospectus and the related Prospectus Supplement.

'Servicer' means, with respect to a Series relating to Contracts, the
Person if any, designated in the related Prospectus Supplement to service
Contracts for that Series, or the successors or assigns of such Person.

'Single Family Property' means property securing a Contract consisting of
one- to four-family attached or detached residential housing, including
Cooperative Dwellings.

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<PAGE>

'Subordinate Securityholder' means a Holder of a Subordinate Security.

'Trustee' means the trustee under the applicable Agreement and its
successors.

the Trustee under the Indenture as a security for such Notes, including, without
limitation, the Primary Assets (except any Retained Interests), all amounts in
the Distribution Account, Collection Account or Reserve Funds, distributions on
the Primary Assets (net of servicing fees), and reinvestment earnings on such
net distributions and any Enhancement and all other property and interests held
by or pledged to the Trustee pursuant to the related Agreement for such Series.

'UCC' means the Uniform Commercial Code.

'Underlying Contracts' means loans of the type eligible to be Contracts
underlying or securing Private Securities.

'Zero Coupon Security' means a Security entitled to receive payments of
principal only.

Version #1

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1997

PROSPECTUS SUPPLEMENT

(To Prospectus dated __________)

LEHMAN CARD ACCOUNT MASTER TRUST
$ [(Approximate)] [Adjustable Rate] [Variable Rate]
[ %] Asset Backed [Senior/Subordinate]
Certificates, Series

, as Seller [and Servicer] of the Receivables
Lehman ABS Corporation, as Depositor
[ , as Servicer]

Each of the [Adjustable Rate] [Variable Rate] [ %] Asset Backed
Certificates, Series (collectively, the "Certificates") will represent
[a fractional] an undivided interest in the Lehman Card Account Master Trust
(the "Trust") formed pursuant to a [Master] Pooling and Servicing Agreement
between [(the "Servicer")] [the "Seller"], Lehman
ABS Corporation (the "Depositor") and , as trustee (the
"Trustee") (the "Agreement"). The property of the Trust includes, among other
assets, a portfolio of [consumer] [revolving] [credit card] [charge card]
[debit card] receivables ([collectively,] the "Receivables") generated or to be
generated from time to time in the ordinary course of business of in
a portfolio of [consumer] [corporate] [revolving] [credit card] [charge card]
[debit card] accounts (the "Accounts"), all monies due in payment of the
Receivables [transferred to the Trust by the Depositor on or prior to the
Closing Date] [and monies on deposit in a trust account (the "Pre-Funding
Account")] and certain other property, as described more fully herein[,
excluding the benefits of and payments made in respect of Enhancements issued
with respect to any other Series (as defined herein) (to the extent the drawing
on or payment of such Enhancements are not available to holders of the
Certificates (the "Certificateholders")] (collectively, the "Trust"). The term
"Enhancement" shall mean, with respect to any Series, a letter of credit, cash
collateral guaranty or account, surety bond, insurance, guaranteed rate
agreement, maturity liquidity facility, tax protection agreement, spread
account, interest rate or currency swap, interest rate cap or floor agreement,
or other contract or agreement for the benefit of certificateholders of such

Series]. The [holders of the Certificates ("]Certificateholders[")] will be
entitled to certain assets of the Trust, including the right to receive a
[varying] [fixed] percentage of each month's collection with respect to the
Receivables at the times and in the manner described herein. The Depositor
owns the remaining undivided interest in the Trust not represented by the
Certificates or the certificates of any other Series. The Depositor [has
offered and] from time to time may offer other series of certificates (each a
"Series") that represent undivided interests in certain assets of the Trust,
which may have terms significantly different from the Certificates.

The [Class ] Certificates offered hereby will have an initial
principal balance of approximately $[ ], and will evidence in the aggregate
an initial beneficial ownership of approximately [ ]% in the Trust. [The
Class [ ] Certificates, which are not offered hereby, will evidence in the
aggregate an approximate % undivided interest in the Trust]. [The rights
of the Class [ ] Certificateholders to receive distributions with respect
to the Receivables are subordinated to the rights of the Class [ ]
Certificateholders to the extent described herein and in the Prospectus.] See
"DESCRIPTION OF THE CERTIFICATES -- General" herein.

Interest will accrue on the [Class ] Certificates [with respect to the
initial Interest Period] at the rate of % per annum [and with respect to
each subsequent Interest Period, at the rate of %] [above] [below] [equal
to] an adjustable, variable or floating rate index (the "Index") as described
herein prevailing on the related Rate Determination Date (as defined herein),
[but in no event in excess of %] [but in no event less than %] per annum
[at a fixed rate equal to %] (such rate, the "Certificate Rate"). Interest
with respect to the Certificates will be distributed on the day of each
[month] [quarter] [semi-annual period] or, if such day is not a Business
Day (as defined herein), the next succeeding Business Day (the "Payment Date"),
commencing [ ]. Principal with respect to the Certificates will be
distributed on each Payment Date commencing on the , [ ] Payment
Date, or earlier in certain circumstances described herein.

The Certificates initially will be represented by certificates which will
be [registered in the name of Cede & Co., the nominee of The Depository Trust
Company] [definitive certificates]. The interests of holders of beneficial
interests in the Certificates ("Certificate Owners") will be [represented by
book-entries on the records of The Depository Trust Company and participating
members thereof] [registered on the Certificates]. [Definitive Certificates
will be available to Certificate Owners only under the limited circumstances
described in the Prospectus. See "DESCRIPTION OF THE CERTIFICATES --
Definitive Certificates" in the Prospectus.]

There currently is no secondary market for the Certificates, and there
can be no assurance that one will develop. [The Underwriters expect, but are
not obligated, to make a market in the Certificates.] There is no assurance
that any such market will develop or continue. Potential investors should
consider, among other things, the information set forth in "RISK FACTORS"
herein and in the Prospectus.

_______________
THE CERTIFICATES REPRESENT INTERESTS IN THE TRUST AND DO NOT REPRESENT
INTERESTS IN OR OBLIGATIONS OF , THE DEPOSITOR OR ANY

AFFILIATE THEREOF, EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN. A
CERTIFICATE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC"). THE RECEIVABLES ARE NOT INSURED OR
GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Certificates offered hereby will be purchased by Lehman Brothers Inc.
(the "Underwriter") from the Depositor and will be offered by the Underwriter
from time to time to the public in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. Proceeds to the
Depositor, before deducting expenses payable by the Depositor, will be [ ] %
of the aggregate original principal amount of the Certificates as of [ ] (the
"Closing Date"), plus accrued interest, if any, at the [applicable] [initial]
[Weighted Average] Certificate Rate.

_______________
The Certificates are offered by the Underwriters when, as and if issued
by the Trust and accepted by the Underwriters and subject to the Underwriters'
right to reject orders in whole or in part. It is expected that the
Certificates will be [delivered in book-entry form] [available for delivery] on
or about , [ ], [through the facilities of [The
Depository Trust Company] [CEDEL S.A.] [or] [Euroclear System]] [at the office
of ]. [The Certificates will be offered in Europe and the
United States of America.]
_______________

Lehman Brothers

The date of this Prospectus Supplement is , .

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

Until 90 days after the date of this Prospectus Supplement, all dealers
effecting transactions in the Certificates, whether or not participating in
this distribution, may be required to deliver a Prospectus Supplement and
Prospectus. This is in addition to the obligation of dealers acting as
underwriters to deliver a Prospectus Supplement and Prospectus with respect to
their unsold allotments and subscriptions.

_______________

The Certificates offered hereby constitute a separate series of Asset
Backed Certificates being offered by Lehman ABS Corporation from time to time
pursuant to its Prospectus dated ____________, 199_. This Prospectus
Supplement does not contain complete information about the offering of the
Certificates. Additional information is contained in the Prospectus and
investors are urged to read both this Prospectus Supplement and the Prospectus
in full. Sales of the Certificates may not be consummated unless the purchaser
has received both this Prospectus Supplement and the Prospectus.

SUMMARY

The following is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus Supplement and the
accompanying Prospectus. Certain capitalized terms used in this summary are
defined elsewhere in this Prospectus Supplement or in the Glossary of Terms in
the Prospectus. Other Series which may be issued pursuant to other similar
prospectus supplements and prospectuses or disclosure documents may also use
such capitalized terms in such prospectuses or documents. However, in such
cases, reference to such terms will, unless the context otherwise requires, only
be made in the context of such other Series.

Trust . . . . . . . . . . Lehman Card Account Master Trust (the "Trust") will
be formed pursuant to a master pooling and
servicing agreement to be dated as of the Cut-off
Date (the "Master Pooling and Servicing
Agreement") among Lehman ABS Corporation, as
depositor (the "Depositor"), [ as seller
(the "Seller") [ , as Servicer
(together with any successor in such capacity the
"Servicer")] and , as trustee (the "Trustee").
The property of the Trust will include, among
other assets, a portfolio of [consumer]
[corporate] [revolving] [credit card] [charge
card] [debit card] receivables (the "Receivables")
generated or to be generated from time to time in
the ordinary course of business of in a
portfolio of [consumer] [corporate] [revolving]
[credit card] [charge card] [debit card] accounts
("Accounts"), all monies due in payment of the
Receivables and certain other property [excluding
the benefits of and payments in respect of
Enhancements issued with respect to any other
Series (to the extent the drawing on or payment of
such Enhancements are not available to
Certificateholders)].

Securities Offered. . . . Each of the [Adjustable Rate] [Variable Rate] [ %]
Asset Backed Certificates, Series [Class ]
offered hereby (the "Certificates") represents a
specific undivided interest in , the assets of the
Trust allocated to the Certificates (the "Investor
Interest"). The term "Certificateholders" refers
to holders of the Certificates, while the term
"Series" refers to any series of certificates
issued by the Trust, including the Certificates.
The Certificates will be issued pursuant to the
Agreement dated as of , and a related
Supplement thereto (the "Supplement" and together
with the Master Pooling and Servicing Agreement,
the "Agreement"). See "DESCRIPTION OF THE
CERTIFICATES."

The Trust's assets will be allocated among the

Investor Interest, the interests of the
holders of other Series and the interest of the
holders of the Exchangeable Transferor's
Certificate (the "Transferor's Interest"), as
described below. The Transferor (the
"Transferor") as of any date is the owner of the
Transferor Interest [which will initially be the
Depositor]. [The Depositor intends to convey the
Transferor Interest to [the Seller] on or about
the Closing Date.] The aggregate principal amount
of the Trust's assets allocated to the
Certificateholders (the "Investor Amount") will,
except as otherwise provided herein, remain, prior
to the commencement of an Amortization Period
fixed at $ (the "Initial Investor Amount").
The Transferor's Amount will fluctuate as the
amount of Principal Receivables in the Trust
changes from time to time. The Transferor's
Interest will represent the right to the assets of
the Trust not allocated to the Investor Interest
or the holders of other Series (the Investor
Interest, and the interest in the assets of Trust
held by the holders of other Series is referred to
herein as the "Certificateholders' Interest").

The Certificates offered hereby will evidence
[fractional] undivided interests in the assets of
the Trust allocated to the Investor Interest and
will represent the right to receive from such
assets funds up to (but not in excess of) the
amounts required to make payments of interest on
the Certificates at the rate of [Adjustable Rate]
[Variable Rate] [ %] per annum [with respect to
the initial Interest Period and, with respect to
each subsequent Interest Period, % per annum]
any variable, adjustable or floating rate index as
described herein prevailing on the date on which
such rate is determined as described herein (the
"Rate Determination Date"), [but in no event in
excess of % per annum] [but in no event less
than % per annum] (such rate, the "Certificate
Rate"), and [monthly] [quarterly] [semi- annually]
payment of principal [during the Controlled
Amortization Period or, in certain limited
circumstances, during the Rapid Amortization
Period, to the extent of the Investor Amount].
See "DESCRIPTION OF THE CERTIFICATES--General" and
"-- Interest Payments." The term "Business Day"
means any day other than a Saturday, Sunday or a
day on which banking institutions in [New York,
New York, Wilmington, Delaware or London, England]
are authorized or obligated by law, executive
order or governmental decree to be closed.

The Investor Interest will represent the right to
receive (but only to the extent needed to make
required payments under the Agreement) varying
percentages of collections of [Finance Charge
Receivables and Principal Receivables] [Yield
Collections and Principal Collections] for the
prior Due Period. During the Revolving Period,
subject to certain limitations, all collections of
[Principal] Receivables allocable to the
Certificates will be allocated and paid to the
Transferor or to [amortizing] [accumulating]
Series. During any period following a Revolving
Period during which principal is payable to
Certificateholders (an "Amortization Period"),
[collections of Principal Receivables] [Principal
Collections] will be allocated and distributed
[monthly] to the Certificateholders based on the
Investor Amount as provided herein until the
earlier of (i) the day after the Payment Date on
which the Investor Amount is paid in full and (ii)
the Stated Series [ ] Termination Date. See
"DESCRIPTION OF THE CERTIFICATES" -- Series [ ]
Payout Events and Liquidation Events."

[The interest in the Trust evidenced by a [Class]
Certificate(the "Percentage Interest") will be
equal to the percentage derived by dividing the
denomination of such Certificate by the Original
Certificate Principal Balance.] [The interest in
the Trust evidenced by a Class Certificate (the
"Percentage Interest") will be equal to %.]

The Certificates represent beneficial interests in
the Trust only and do not represent interests in
or obligations of , the Depositor or
any affiliate thereof except to the limited extent
provided herein. None of the Certificates, the
Accounts or the Receivables are insured or
guaranteed by the Federal Deposit Insurance
Corporation (the "FDIC") or any other governmental
agency or instrumentality.

Receivables . . . . . . . [The aggregate amount of [Receivables] [Principal
Receivables and Finance Charge Receivables] in the
Accounts as of , [ ] equaled $
[and $ , respectively]. The
aggregate undivided interest in the [Principal]
Receivables evidenced by the Certificates will
never exceed the Investor Amount, regardless of
the total amount of [Principal] Receivables at any
time in the Trust.]

On , [ ] (the "Closing Date"), the
Depositor will purchase Receivables (the

"[Initial] Receivables") having an aggregate
principal balance of approximately $ as
of [ ] (the "[Initial] Cut-off Date"), from the
Seller pursuant to an Agreement to be dated as
of , [ ].

[On and following the Closing Date, pursuant to the
Agreement, the Depositor will be obligated,
subject only to the availability thereof, to sell,
and the Trust will be obligated to purchase,
subject to the satisfaction of certain conditions
set forth therein, additional Receivables
generated from Subsequent Accounts (the
"Subsequent Receivables") from time to time during
the Funding Period having an aggregate principal
balance equal to approximately $ (such
amount being equal to an amount on deposit in the
Pre-Funding Account (the "Pre-Funding Amount") on
the Closing Date). The Depositor will designate
as a cut-off date (each a "Subsequent Cut-off
Date") the date as of which particular Subsequent
Receivables are conveyed to the Trust. It is
expected that certain of the Subsequent
Receivables arising between the Initial Cut-off
Date and the Closing Date will be conveyed to the
Trust on the Closing Date and that other
Subsequent Receivables will be conveyed to the
Trust as frequently as daily thereafter on dates
specified by the [Depositor] [Seller] (each date
on which Subsequent Receivables are conveyed to
the Trust being referred to as a "Subsequent
Transfer Date") occurring during the Funding
Period. See "THE RECEIVABLES -- Pre-Funding
Account" herein.

The [Initial] Receivables will be selected[, and
the Subsequent Receivables will be selected,]
from the Receivables [originated] [owned] by the
Seller based on the criteria specified in the
Agreement and described herein.

[Subsequent Receivables may be originated by
at a later date using credit criteria different
from those which were applied to the Initial
Receivables and may be of a different credit
quality and seasoning. In addition, following
the transfer of Subsequent Receivables to the
Trust, the characteristics of the entire pool of
Receivables included in the Trust may vary
significantly from those of the Initial
Receivables. See "RISK FACTORS -- The
Receivables and the Pre-Funding Account" and
"THE RECEIVABLES -- Pre-Funding Account"
herein.]

[The "Pool Balance" at any time will represent the
aggregate principal balance of the Receivables at
the end of the preceding Collection Period, after
giving effect to all payments received from
Obligors to be remitted by the Servicer or the
Seller, as the case may be, all for such
Collection Period and all losses realized on
Receivables liquidated during such Collection
Period.]

Denominations . . . . . . The Certificates will be offered for purchase in
denominations of [$1,000] and integral multiples
thereof, [except that one Certificate may be
issued in a denomination that is not an integral
multiple of $1,000]. [Except in certain limited
circumstances as described in the Prospectus under
"DESCRIPTION OF THE CERTIFICATES -- Definitive
Certificates," the Certificates will [only] be
available in [book-entry] [or] definitive] form.]

[Registration of
Certificates. . . . . . . The Certificates initially will be issued in
book-entry form. Persons acquiring beneficial
ownership interests in the Certificates
("Certificate Owners") may elect to hold their
Certificate interests through [The Depository Trust
Company ("DTC"), in the United States,] [or Cedel
Bank, societe anonyme ("CEDEL")] [or the Euroclear
System ("Euroclear"), in Europe]. Transfers within
[DTC], [CEDEL] [or] [Euroclear], [as the case may
be,] will be in accordance with the usual rules and
operating procedures of the relevant system. The
Certificates will be evidenced by one or more
Certificates registered in the name of [Cede & Co.
("Cede"), as the nominee of DTC] [or] [one of the
relevant depositaries (collectively, the "European
Depositaries")]. [Cross-market transfers between
persons holding directly or indirectly through DTC,
on the one hand, and counterparties holding
directly or indirectly through CEDEL or Euroclear,
on the other, will be effected in DTC through
[Citibank N.A. ("Citibank")] or [Morgan Guaranty
Trust Company of New York ("Morgan")], the relevant
depositaries of [CEDEL] [or] [Euroclear,]
[respectively,] and each a participating member of
DTC.] [The Certificates will be registered in the
name of Cede & Co.] [The interests of the
Certificateholders will be represented by
book-entries on the records of DTC and
participating members thereof.] No Certificate
Owner will be entitled to receive a definitive
certificate representing such person's interest,
except in the event that Definitive Certificates

(as defined herein) are issued under the limited
circumstances described herein. All references in
this Prospectus Supplement to any Certificates
reflect the rights of Certificate Owners only as
such rights may be exercised through DTC and its
participating organizations for so long as such
Certificates are held by DTC. See "RISK FACTORS
-- Book-Entry Registration", -"Definitive
Certificates" and "ANNEX I" to the Prospectus.

Depositor . . . . . . . . Lehman ABS Corporation (the "Depositor") was
incorporated in the State of Delaware on January
29, 1988, as a wholly owned, special purpose
subsidiary of Lehman Brothers Group Inc.
("Group"). Since January 4, 1993, the Depositor
has been a wholly owned, special purpose
subsidiary of Lehman Commercial Paper Inc.
("LCPI"), which in turn is itself a wholly owned
subsidiary of Lehman Brothers Inc. ("Lehman
Brothers"), which is a wholly owned subsidiary of
Lehman Brothers Holdings Inc. ("Holdings"). None
of Lehman Brothers, LCPI, Holdings or the Company,
nor any affiliate of the foregoing, has guaranteed
or is otherwise obligated with respect to the
Certificates of any Series. The principal
executive offices of the Depositor are located at
Three World Financial Center, New York, New York
10285 (Telephone: (212) 298-2000). See "THE
DEPOSITOR" in the Prospectus.

[Seller . . . . . . . . ]

[Servicer . . . . . . . ]

Collections . . . . . . . [All collections of Receivables will be allocated by
[the Trustee] [the Servicer] between amounts
collected on [Principal Receivables and amounts
collected on Finance Charge Receivables] [Yield
Collections and Principal Collections]. [All such
amounts will then be allocated in accordance with
the respective interests of the
Certificateholders, the Depositor and the holders
of certificates of other Series, if any, in the
[Principal Receivables and Finance Charge
Receivables] [yield component of the trust]
[principal component of the trust]. The Servicer
will deposit all collections of Receivables
allocated to Certificateholders and to holders of
certificates of other Series, if any, in an
account established with an Eligible Institution
for such purpose (the "Collection Account"). See
"DESCRIPTION OF THE CERTIFICATES -- Investor
Percentage and Transferor Percentage."

Interest. . . . . . . . . Interest on the [Class ] Certificates for each
Interest Period will be distributed on the
day of each [month] [quarter] [semi-annual
period], or, if such day is not a business day,
the next succeeding business day (each a "Payment
Date"), commencing , in an amount equal
to . The "Interest Period," with respect
to any Payment Date, will be the period from the
previous Payment Date through the day preceding
such Payment Date, except the initial Interest
Period will be the period from the Closing Date
through the day preceding the initial Payment
Date. Interest payments in respect of the
Investor Amount will be funded from [the portion
of [Finance Charge] Receivables collected during
the prior Due Period allocable to the Investor
Amount and, if necessary, from amounts drawn
pursuant to any Enhancement. Interest in respect
of the Investor Amount for any Payment Date due
but not paid on such Payment Date will be payable
on the next succeeding Payment Date together with
additional interest on such amount at the
Certificate Rate. The term "Due Period" means
from and including the last day of the calendar
month. If the Payment Date for payment of
interest for Series [ ] or Class [ ] occurs
less frequently than monthly, such collections or
other amounts allocable to such Series or Class
may be deposited in one or more trust accounts
pending distribution to the Certificateholders of
such Series or Class, as described herein. See
"DESCRIPTION OF THE CERTIFICATES -- Interest
Payments."

[Pursuant to the Agreement, the Depositor has the
option to designate a fixed percentage of
Receivables that otherwise would be treated as
Principal Receivables to be treated as Finance
Charge Receivables. Any such designation would
result in an increase in the amount of Finance
Charge Receivables and a slower rate of payment of
collections in respect of Principal Receivables
than otherwise would occur. Pursuant to the
Agreement, the Depositor can make such a
designation without notice to or the consent of
Certificateholders. The Depositor must provide
[30] days' prior written notice to the [Servicer]
Seller, the Trustee, [any provider of Enhancement]
and each Rating Agency of any such designation,
and such designation will become effective only if
(i) in the reasonable belief of the Depositor such
designation would not cause a Series [ ] Payout
Event or a Liquidation Event to occur or an event
which with notice or the lapse of time or both

would constitute a Series [ ] Payout Event or a
Liquidation Event and (ii) each Rating Agency
confirms in writing its then current rating on any
outstanding Series. See "RISK FACTORS -- Discount
Option" herein.]

[ are charge cards and
not credit cards. Thus, Receivables originated
under the designated accounts are payable in full
each month and not subject to a monthly finance
charge. Therefore a portion of the collections on
the Receivables in the designated accounts
received in any Due Period equal to the product of
the aggregate amount of such collections and the
Yield Factor will be treated as Yield Collections
and will be used, among other things, to pay
interest on the Certificates. The remainder of
such collections will be treated as Principal
Collections and will be used to pay principal on
the Certificates. [Recoveries will not be
considered Collections but will instead be
utilized as an offset to defaulted Receivables].
The "Yield Factor" will initially be equal to
%, and, subject to certain limitations, may be
changed from time to time thereafter by the
Depositor.]

Revolving Period. . . . . Unless otherwise specified herein, no principal
will be payable to Certificateholders until [the
Payment Date in the month following the month in
which the Controlled Amortization Period commences
or, upon the occurrence of a Series [ ] Payout
Event or a Liquidation Event, until the Payment
Date next following the month in which such Series
[ ] Payout Event or Liquidation Event occurs,
the period after such Payment Date being an
Amortization Period] [the Scheduled Payment Date].
During the period from the Closing Date and ending
on the day immediately preceding the commencement
of an [Amortization Period] [Accumulation Period]
(the "Revolving Period"), collections of Principal
Receivables allocated to the Certificates will be
[paid from the Trust to the holder of the
Transferor Certificate] [under certain
circumstances, allocated to holders of other
Certificates], allocated to [amortizing]
[accumulating] (except in certain limited
circumstances)].

[Controlled Amortization
Period; Principal
Payments. . . . . . . . . Unless a Series [ ] Payout Event or a Liquidation
Event shall have occurred, during the period
scheduled to begin on , [ ] (the

"Scheduled Amortization Date"), and ending on the
earlier of (i) the day after the Payment Date on
which the Investor Amount has been paid in full
and (ii) the Stated Series [ ] Termination Date
(the "Controlled Amortization Period"),
collections of Principal Receivables allocated to
the Investor Amount will no longer be paid to the
Transferor or to amortizing Series as described
above but instead will be distributed [monthly]
[quarterly] [semiannually] as principal payments
to the Certificateholders as provided herein on
each Payment Date beginning with the Payment Date
in the month following the commencement of the
Controlled Amortization Period. The amount to be
distributed on any Payment Date during the
Controlled Amortization Period will be specified
herein (the "Controlled Amortization Amount").
During the Controlled Amortization Period,
collections of Principal Receivables generally
will be allocated to the Investor Amount in the
ratio that the Investor Amount as of the last day
of the Revolving Period bears to the aggregate
amount of Principal Receivables as of the last day
of the prior Due Period. Such allocations of
collections of Principal Receivables during an
Amortization Period will result in allocations of
principal to Certificateholders in greater amounts
than would be the case if a floating percentage
were used to determine the percentage of
collections to be allocated in respect of the
Investor Amount. See "DESCRIPTION OF THE
CERTIFICATES -- Investor Percentage and Transferor
Percentage," "-- Application of Collections" and
"-- Principal Payments."

[If the Principal Allocation in the prior Due Period
is less than the Controlled Distribution Amount,
such Principal Allocation will be paid from the
Trust to the Certificateholders, and the excess of
the Controlled Distribution Amount over such
Principal Allocation will be the Carryover
Controlled Amortization Amount for the succeeding
Due Period. See "DESCRIPTION OF THE CERTIFICATES
-- Application of Collections."]]

[Principal Amortization
Period . . . . . . . . Unless a Series [ ] Payout Event or Liquidation
Event has occurred, the [Class ] Certificates
will have an amortization period (the "Principal
Amortization Period") during which collections of
Principal Receivables allocable to the Investor
Interest (and certain other amounts if so
specified herein) will be used on each Payment
Date to make principal distributions to the

Certificateholders [of Class ] then scheduled to
receive such distributions. Unless a Series [ ]
Payout Event or Liquidation Event shall have
occurred, the Principal Amortization Period will
commence at the close of business on a date
specified herein and continue until the earlier of
(i) payment in full of the Investor Interest of
the Certificates [of Class ] and (ii) Stated
Series [ ] Termination Date with respect to such
Series.]

[Accumulation Period .. . Unless a Rapid Amortization Period commences, the
Investor Certificates will have an accumulation
period (the "Accumulation Period"), which will
commence at the close of business on and
continue until the earliest of (a) the
commencement of a Rapid Amortization Period, (b)
payment of the Invested Amount of the Investor
Certificates in full and (c) the Stated Series [
] Termination Date. During the Accumulation
Period, until the Certificates are paid in full,
collections of Principal Receivables and certain
other amounts allocable to the Certificateholders'
Interest will be deposited on each Distribution
Date in a trust account (the "Principal Funding
Account") and used to make principal distributions
to the Certificateholders when due.

[Funds on deposit in any Principal Funding Account
may be invested in permitted investments or
subject to a guaranteed rate or investment
contract or other arrangement intended to assure a
minimum return on the investment of such funds.
Investment earnings on such funds may be applied
to pay interest on the Certificates.]

[Rapid Amortization
Period; Principal
Payments. . . . . . . . . During the period beginning with the occurrence of
any Series [ ] Payout Event or Liquidation
Event and ending on the earlier of (i) the day
after the Payment Date on which the Investor
Amount has been paid in full and (ii) the Stated
Series [ ] Termination Date (the "Rapid
Amortization Period"), collections of Principal
Receivables allocated to the Investor Amount will
no longer be paid from the Trust to the Transferor
or to amortizing Series as described above but
instead will be distributed on each Payment Date
to the Certificateholders beginning with the
Payment Date following the commencement of the
Rapid Amortization Period. See "DESCRIPTION OF
THE CERTIFICATES -- Series [ ] Payout Events

and Liquidation Events" for a discussion of the
events which might lead to the commencement of the
Rapid Amortization Period. [During the Rapid
Amortization Period, the Principal Allocation for
the prior Due Period will be paid to
Certificateholders regardless of the level of the
Controlled Distribution Amount.] See "DESCRIPTION
OF THE CERTIFICATES -- Application of
Collections."]

[Minimum Transferor's
Percentage. . . . . . . . The Minimum Transferor's Percentage applicable to the
Certificates is %.]

[Enhancement. . . . . . . The Certificates will have the benefit of an
[Enhancement] issued pursuant to the Agreement
described below (the "[Enhancement]"). See
"ENHANCEMENT" herein and in the Prospectus.

[Description of Enhancement.]

Record Date . . . . . . . The last day of the month preceding any Payment Date.

[Optional Repurchase. . . The Investor Amount will be subject to optional
purchase by the [Depositor] [Seller] on any
Payment Date after the Investor Amount is less
than or equal to [ ]% of the Initial Investor
Amount, unless certain events as specified in the
Agreement have occurred. The purchase price on
the Payment Date on which such purchase occurs
will be equal to the Investor Amount plus accrued
and unpaid interest on the Certificates as
described herein. See "DESCRIPTION OF THE
CERTIFICATES -- Optional Repurchase."]

[Mandatory Prepayment . . The Certificates will be prepaid, in part, pro rata
on the basisof their initial principal amounts, on
the Payment Date on or immediately following the
last day of the Funding Period in the event that
any amount remains on deposit in the Pre-Funding
Account after giving effect to the purchase of all
Subsequent Receivables, including any such
purchase on such date (a "Mandatory Prepayment").
The aggregate principal amount of Certificates to
be prepaid will be an amount equal to the
Certificates' Pre-Funded Percentage of the amount
then on deposit in the Pre-Funding Account.]

[Pre-Funding Account. . . During the period (the "Funding Period") from and
includingthe Closing Date until the earlier of (i)
the date on which (a) the amount on deposit in the
Pre-Funding Account is less than $ , (b) a

Series [ ] Payout Event or Liquidation Event
occurs or (c) certain events of insolvency occur
with respect to the Depositor or the Servicer or
(ii) the close of business on the Payment
Date, the Pre-Funded Amount will be maintained as
an account in the name of the Trustee (the
"Pre-Funding Account"). The Pre-Funded Amount
will initially equal approximately $ , and
during the Funding Period, will be reduced by the
amount thereof used to purchase Subsequent
Receivables in accordance with the Sale and
Servicing Agreement [and the amount thereof
deposited in the Reserve Account in connection
with the purchase of such Subsequent Receivables].
The Depositor expects that the Pre-Funded Amount
will be reduced to less than $ by the
Payment Date. Any Pre-Funded Amount remaining at
the end of the Funding Period will be payable to
the Certificateholders [pro rata] in proportion to
the respective Pre-Funded Percentage of each class
of the Certificates.]

[Final Payment of
Principal and
Interest; Termination
of Trust. . . . . . . . . The interest of the Certificateholders in the Trust
will terminate following the earlier of [(i) the
day after the Payment Date on which the Investor
Amount is paid in full and (ii) ,
(the "Stated Series [ ] Termination Date").]
All principal and interest will be due and payable
no later than the Stated Series [ ] Termination
Date.]

Trustee . . . . . . . . .

Federal Income Tax
Consequences. . . . . . Subject to the qualifications set forth in "Certain
Federal Income Tax Consequences" herein, special
tax counsel to the Depositor is of the opinion
that, under existing law, the Certificates will
be characterized as debt for Federal, state and
local income and franchise tax of the Closing
Date. [Under the Agreement, the Depositor and the
Certificate Owners will agree to treat the
Certificates as debt for Federal, state and local
income and franchise tax purposes.] See "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" herein and in the
Prospectus for additional information concerning
the application of Federal income tax laws.
ERISA Considerations. . . [Under the regulations issued by the Department of

Labor, the Trust's assets would not be deemed "plan
assets" of any employee benefit plan holding
interests in the Certificates if certain conditions
are met, such that the Certificates would
constitute "publicly-offered securities," including
that interests in the Certificates be held by at
least 100 persons independent of the Depositor and
each other upon completion of the public offering
being made hereby. The Underwriters expect,
although no assurance can be given, that interests
in the Certificates will be held by at least 100
such persons, and it is anticipated that the other
conditions of the "publicly-offered security"
exception contained in the regulations will be
met. If the Trust's assets were deemed to be
"plan assets" of such a plan, there is
uncertainty as to whether existing exemptions
from the "prohibited transaction" rules of the
Employee Retirement Income Security Act of 1974,
as amended ("ERISA") would apply to all
transactions involving the Trust's assets.
Accordingly,] [A fiduciary of] any employee
benefit plan [subject to ERISA or the Code]
contemplating purchasing interests in
Certificates should consult their counsel before
making a purchase. See "ERISA CONSIDERATIONS" in
the Prospectus.

Certificate Rating. . . . It is a condition to the issuance of the
Certificates that they be rated " " by [a
nationally-recognized statistical rating agency]
(the "Rating Agency"). The Rating Agency and the
rating agency or rating agencies rating any other
Series are collectively referred to herein as the
"Rating Agencies" or individually as a "Rating
Agency". The Certificates offered hereby are
investment grade asset-backed securities within
the meaning of the Act and the rules promulgated
thereunder.

RISK FACTORS

Limited Liquidity. There is currently no market for the
Certificates. The Underwriters expect to make a market in the Certificates,
but are not obligated to do so. There can be no assurance that a secondary
market will develop or, if it does develop, that such market will provide
Certificateholders with liquidity of investment or that it will continue for
the life of the Certificates.

[The Receivables and the Pre-Funding Account. On the Closing Date,
the Depositor will transfer to the Trust the approximately $ of
Initial Receivables and the approximately $ Pre-Funded Amount on
deposit in the Pre-Funding Account. If the principal amount of eligible
Receivables originated by during the Funding Period is less than the
Pre-Funded Amount, the Depositor will have insufficient Receivables to sell to
the Trust on the Subsequent Transfer Dates, thereby resulting in a prepayment
of principal to the Certificateholders as described in the following paragraph.
See "Social, Economic and Other Factors" below. In addition, any conveyance of
Subsequent Receivables is subject to the satisfaction, on or before the related
Subsequent Transfer Date, of certain selection criteria.

To the extent that amounts on deposit in the Pre-Funding Account
have not been fully applied to the conveyance of Subsequent Receivables to the
Trust by the end of the Funding Period, the Certificateholders will receive, on
the Payment Date on or immediately following the last day of the Funding
Period, a prepayment of principal in an amount equal to the applicable
Pre-Funded Percentage, in respect of a class of the Certificates, of the
Pre-Funded Amount remaining in the Pre-Funding Account following the purchase
of any Subsequent Receivables on such Payment Date. It is anticipated that the
principal amount of Subsequent Receivables sold to the Trust will not be
exactly equal to the amount on deposit in the Pre-Funding Account and that
therefore there will be at least a nominal amount of principal prepaid to the
Certificateholders.

Each Subsequent Receivable must satisfy the eligibility criteria
specified in the Sale and Servicing Agreement at the time of its addition.
However, Subsequent Receivables may have been originated by at a
later date using credit criteria different from those which were applied to the
Initial Receivables and may be of a different credit quality and seasoning.
Therefore, following the transfer of Subsequent Receivables to the Trust, the
characteristics of the entire Receivables Pool included in the Trust may vary
significantly from those of the Initial Receivables. See "The Receivables"
herein.]

[Social, Economic and Other Factors. The ability of the Trust to
purchase Subsequent Receivables is largely dependent upon a variety of social
and economic factors. Economic factors include interest rates, unemployment
levels, the rate of inflation and consumer perceptions of economic conditions
generally. However, the Depositor is unable to determine and has no basis to
predict whether or to which extent economic or social factors will affect the
availability of Subsequent Receivables.]

Rating of the Certificates. It is a condition to issuance of the
Certificates that they be rated " " by the Rating Agency. The

rating of the Certificates is based primarily on the value of the Receivables
[and the availability of the Enhancement as support for the Certificates]. The
ratings of the Certificates are not a recommendation to purchase, hold or sell
Certificates, and such ratings do not comment as to the marketability of the
Certificates, any market price or suitability for a particular investor. There
is no assurance that any rating will remain in effect for any given period of
time or that any rating will not be lowered or withdrawn entirely by the Rating
Agency, as the case may be, if in its judgment circumstances so warrant.

[Enhancement. Although enhancement with respect to the Certificates
will be provided by the Enhancement, the amount available thereunder is
limited, is expected to decline during either Amortization Period and will be
reduced by draws made thereunder. If the Enhancement is no longer available,
Certificateholders will each bear directly the credit and other risks
associated with their respective undivided interests in the Trust. See
"DESCRIPTION OF THE CERTIFICATES--The Enhancement."]

[Discount Option. Pursuant to the Agreement, the Depositor has the
option to designate a fixed percentage of Receivables that otherwise would be
treated as Principal Receivables to be treated as Finance Charge Receivables.
Any such designation would result in an increase in the amount of Finance
Charge Receivables and a slower rate of payment of collections in respect of
Principal Receivables than otherwise would occur. Pursuant to the Agreement,
the Depositor can make such a designation without notice to or the consent of
Certificateholders. The Depositor must provide [30] days' prior written notice
to the [Servicer] Seller, the Trustee, any provider of Enhancement and each
Rating Agency of any such designation, and such designation will become
effective only if (i) in the reasonable belief of the Depositor such
designation would not cause a Series [ ] Payout Event or a Liquidation Event
to occur or an event which with notice or the lapse of time or both would
constitute a Series [ ] Payout Event or a Liquidation Event and (ii) each
Rating Agency confirms in writing its then current rating on any outstanding
Series. See "DESCRIPTION OF THE CERTIFICATES -- Discount Option" in the
Prospectus.]

[Book-Entry Registration. The Certificates initially will be
represented by certificates registered in the name of Cede, the nominee for
DTC, and will not be registered in the names of the Certificate Owners or their
nominees. As a result, unless and until Definitive Certificates are issued,
Certificate Owners will not be recognized by the Trustee as Certificateholders,
as that term is used in the Agreement. Until such time, Certificate Owners
will only be able to exercise the rights of Certificateholders indirectly
through [DTC] [CEDEL] [or] [Euroclear] and [its] [their respective]
participating members. See "DESCRIPTION OF THE CERTIFICATES -- Book-Entry
Registration" and "-- Definitive Certificates" in the Prospectus.]

THE SELLER

[General description of the Seller (if originator of the Receivables
portfolio) and its credit card business.]

THE SELLER'S [ ] CARD ACTIVITIES

Underwriting

Billing and Payments

Seller Portfolio Historical Performance

Delinquency Experience

Loss Experience

Revenue and Yield Experience

Interchange

Competition

[THE SERVICER]

[General description of the Servicer, if separate from Seller]

THE RECEIVABLES

Certain Receivables will be conveyed to the Trust on ,
[ ] (the "Initial Closing Date") which arose in Accounts which were selected
from the receivables in the [Seller] Portfolio satisfying criteria set forth in
the Agreement (the "Criteria") as applied on , [ ] (the "Initial
Cut-off Date"). All such Accounts are hereinafter referred to as the "Trust
Portfolio." The Initial Cut-off Date, is sometimes referred to herein as the
"Relevant Cut-off Date." In order to meet the Criteria, each Account must, on
the Relevant Cut-off Date, among other things, [have been in existence and
maintained by the [Seller] for at least [ ] consecutive months, not be [
or more] days contractually delinquent, have a cardholder with a billing
address in [[the United States] [Mexico] [Canada] [Europe], its territories or

possessions], have a credit limit of not more than $[ ] and not be an
account restricted by the [Seller] as to its use]. Approximately % of the
accounts in the [Seller] Portfolio, representing approximately % of the
receivables in the Seller Portfolio, met the Criteria on the Initial Cut-off
Date. The Accounts included or designated to be included in the Trust Portfolio
as of the Initial Cut-off Date constituted approximately % of the
accounts and % of the receivables in the Seller Portfolio as of the
Initial Cut-off Date. Cardholders whose accounts are included in the Seller
Portfolio have billing addresses in [all 50 states], [the District of Columbia],
[Puerto Rico], [Guam], [the Virgin Islands] [certain foreign countries] [ ].
[Pursuant to the Agreement, the Depositor may be obligated (subject to certain
limitations and conditions) to designate Additional Accounts to be included as
Accounts and to convey to the Trust all Receivables of such Additional Accounts,
whether such Receivables are then existing or thereafter created. These
accounts must meet the criteria set forth above as of the date the Depositor
designates such accounts as Additional Accounts.] [Throughout the term of the
Trust, the Accounts from which the Receivables arise will be the same [VISA(1)]
[MasterCard(1)] [American Express] [private label] [other] accounts designated
by the Depositor on the Relevant Cut-off Date [(plus any Additional Accounts
subsequently designated as described above)]. In addition, as of the Initial
Cut-off Date and on the date any new Receivables are created, the Depositor will
represent and warrant to the Trust that the Receivables meet the eligibility
requirements specified in the Agreement. See "DESCRIPTION OF THE CERTIFICATES
- -- Representations, Warranties and Covenants" in the Prospectus.

[Pre-Funding Account. The Receivables will include the Initial
Receivables purchased as of the Initial Cut-off Date and will include any
Subsequent Receivables purchased as of the applicable Subsequent Cut-off Date
(the Initial Cut-off Date or any Subsequent Cut-off Date being individually
referred to herein as a "Cut-off Date").

The Initial Receivables will be purchased, and the Subsequent
Receivables were or will be purchased, by [from ] in the
ordinary course of business, and were selected from the Seller's portfolio by
several criteria, some of which are set forth herein, [to follow.] [As of the
applicable Cut-off Date, no Obligor on any Receivable was noted in the related
records of the Servicer as being the subject of a bankruptcy proceeding.] No
selection procedures believed by the Seller to be adverse to Certificateholders
were used or will be used in selecting the Receivables.

The obligation of the Trust to purchase the Subsequent Receivables on
a Subsequent Transfer Date will be subject to the Receivables in the Trust,
including the Subsequent Receivables to be conveyed to the Trust on such
Subsequent Transfer Date, meeting the following criteria: [to follow].

The Initial Receivables will represent approximately % of the
aggregate initial principal balance of the Certificates. [However, except for
the criteria described in the preceding paragraphs, there will be no required
characteristics of the Subsequent Receivables.] [Therefore,] following the
transfer of Subsequent Receivables to the Trust, the aggregate characteristics
of the entire Receivables Pool, including [characteristics described in the
following tables], may vary significantly from those of the Initial
Receivables.]
- ------------------

(1) Visa and MasterCard are registered trademarks of VISA USA, Inc. and
MasterCard International Incorporated, respectively.
The [Initial] Receivables, as of , [ ], totalled $ ,
[consisting of $ of Principal Receivables and $ of Finance
Charge Receivables] in Accounts. The Accounts had an average
Principal Receivables balance of and an average credit limit of
$ . The percentage of the aggregate total Receivables balance to the
aggregate total credit limit was %. The average age of the Accounts was
approximately months.

The following tables summarize the Trust Portfolio by various
criteria as of the close of business on , [ ]. Because the
future composition of the Trust Portfolio may change over time, these tables
are not necessarily indicative of future results.

Composition By Account Balance
Trust Portfolio

Composition By Credit Limit
Trust Portfolio

Composition By Cut-off Date Payment Status
Trust Portfolio

Composition By Account Age
Trust Portfolio

Geographic Distribution of Accounts and Receivables
Trust Portfolio

[The composition and distribution by annual percentage rate of the
Receivables Pool as of the Initial Cut-off Date are as set forth in the
following tables.

Composition of the Receivables Pool
as of the Initial Cut-off Date]

MATURITY ASSUMPTIONS

The Agreement provides that Certificateholders will not begin to
receive payments of principal until the Payment Date in the month following the
month in which the [Controlled Amortization Period] [Principal Amortization
Period] commences, which period will commence on , [ ]
(approximately months following the issuance of the Certificates) or
following the occurrence of a Series [ ] Payout Event or a Liquidation
Event which results in the commencement of the Rapid Amortization Period or on
the Scheduled Payment Date following an Accumulation Period.

[Certain events may trigger the occurrence of a Series [ ] Payout
Event or a Liquidation Event. See "DESCRIPTION OF THE CERTIFICATES -- Series
[ ] Payout Events and Liquidation Events." In the event of the occurrence of
a Series [ ] Payout Event or a Liquidation Event, the Rapid Amortization
Period will begin on the day on which such Series [ ] Payout Event or
Liquidation Event occurs. During the Rapid Amortization Period, the
Certificateholders will be entitled to receive monthly payments of principal
equal to the product of the Investor Percentage and the amount of [collections
of Principal Receivables] [Principal Collections] received by the Trust during
each month until the Investor Amount shall be paid in full. Allocations based
on the fixed percentage during an Amortization Period will result in
distributions of principal to Certificateholders in greater amounts than would
otherwise be the case if a floating percentage were used to determine the
percentage of collections distributed in respect of such Investor Amount.
Furthermore, if the total amount of [Principal Receivables] [Principal
Collections] increases during the Rapid Amortization Period, the allocation of
principal payments based on this fixed percentage may, if cardholder payment
rates do not decline, further accelerate repayment of the Investor Amount.]

No assurance can be given that the amount of [Principal Receivables]
[Principal Collections] allocated to be paid to the [Class ]
Certificateholders will be available for distribution or accumulation for
payment to [Class ] Certificateholders on each Payment Date during the
Controlled Amortization Period, the Principal Amortization Period or
Accumulation Period, or on the Scheduled Payment Date, as applicable. [In
addition, the [Depositor] [Seller] can give no assurance that the payment rate
assumptions for Series [ ] will prove to be correct.]

[The following table sets forth the highest and lowest cardholder
monthly payment rates for the Seller Portfolio during any month in the periods
shown and the average of the cardholder monthly payment rates for all months
during the period shown, in each case calculated as a percentage of total
opening monthly account balances during the periods shown. Payments shown in
the table include amounts which would be deemed payments of [Principal
Receivables and Finance Charge Receivables] [Principal Collections and Yield
Collections] with respect to the Accounts.]

Monthly Payment Rates

The amount of collections on Receivables may vary from month to
month due to seasonal variations, general economic conditions, changes in tax
law and payment habits of individual cardholders. There can be no assurance
that collections of [Principal Receivables] [Principal Collections] with
respect to the Trust Portfolio, and thus the rate at which Certificateholders
could expect to receive payments of principal on their Certificates during an

Amortization Period will be similar to the historical experience set forth
above. In addition, since the Trust, as a master trust, may issue additional
Series from time to time, there can be no assurance that the issuance of
additional Series or the terms of any additional Series might not have an
impact on the timing of payments received by Certificateholders. Further, if a
Series [ ] Payout Event or a Liquidation Event occurs, the average life and
maturity of the Certificates could be significantly reduced.

Seller Portfolio

The yield for the Seller Portfolio shown in the above table is
comprised of [four] [three] components: [finance charges,] [interchange,]
annual cardholder fees and other service charges, such as late charges. The
yield related to annual cardholder fees [(on those accounts which assess such
fees)] and other service charges varies with the type and volume of activity
in, and the balance of, each account. The Seller currently assesses annual
cardholder fees of $ to $ for certain of its
[credit] [charge] card accounts. Most accounts originated since
[ ] do not carry an annual cardholder fee. See "THE SELLER'S [ ] CARD
ACTIVITIES" herein and in the Prospectus. As account balances increase, an
annual cardholder fee, which remains con- stant, represents a smaller
percentage of the aggregate account balance.

[POOL FACTOR AND RELATED INFORMATION

The "Pool Factor" with respect to any Record Date is an
[eight-digit] decimal which the [Seller] [Servicer] will compute monthly
representing the ratio of the Investor Amount as of such Record Date to the
Initial Investor Amount. The initial Pool Factor will be [1.00000000] and such
factor will remain unchanged during the Revolving Period, except in certain
limited circumstances. See "Description of the Certificates -- Charged-Off
Receivables; Rebates and Fraudulent Charges" in the Prospectus. Thereafter,
the Pool Factor will decline to reflect reductions in the Investor Amount
during an Amortization Period. The value of a Certificateholder's pro rata
share in the interest of all Certificateholders in the Principal Receivables
for a given month can be determined by multiplying the denomination of the
holder's Certificate by the Pool Factor for that month.

Pursuant to the Agreement, [weekly] [monthly] [quarterly]
[semi-annual] reports concerning the Investor Amount, the Pool Factor and
various other items of information will be delivered to the Certificateholders.
In addition, on or before of each year, beginning in [ ],
information for tax reporting purposes will be delivered to Certificateholders.
See "DESCRIPTION OF THE CERTIFICATES -- Reports to Certificateholders" in the
Prospectus.]

DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued pursuant to the Agreement entered
into between the Depositor, as Depositor of interests in the Receivables and
[ ] as Seller of the Receivables generated under the Accounts,

[[ ], as Servicer of the Accounts,] and [ ], as Trustee for
the Certificateholders[, substantially in the form filed as an exhibit to the
Registration Statement of which the Prospectus is a part]. Pursuant to the
Agreement, the Depositor may execute further Supplements thereof between the
Depositor and the Trustee in order to issue additional Series. The [Trustee]
[Depositor] [Seller] [Servicer] will provide a copy of the Agreement [(without
exhibits or schedules)], including any Supplements, to Certificateholders
without charge upon written request. The following summary describes certain
terms of the Agreement, and is qualified in its entirety by reference to the
Agreement.

General

The Certificates will represent undivided interests in the Trust[,
including the right to [a floating percentage (in the case of [Principal
Receivables] [Principal Collections] during the Revolving Period, which will be
allocated to the Certificates and paid to the holder of the exchangeable
Transferor's Certificate or to amortizing Series, and [Finance Charge
Receivables] [Yield Collections] and Charged-Off Receivables at all times)]
[or] [a fixed percentage (in the case of [Principal Receivables] [Principal
Collections] during an Amortization Period)] ([each,] the "Investor
Percentage") of all cardholder payments on the Receivables; provided, however,
that on any Payment Date during the Controlled Amortization Period, the
Certificates shall be entitled in respect of collections of Principal
Receivables to only the Controlled Distribution Amount on such Payment Date].
[See "-- Investor Percentage and Transferor's Percentage".] [For any Due
Period, the portion of the Principal Receivables represented by the
Certificates (the "Investor Amount") will be equal to the initial Investor
Amount minus the amount of principal payments paid to the Certificateholders
and minus unreimbursed charge-offs (and minus any deposit to the Pre-Funded
Account). [Each Certificate represents the right to receive payments of
interest for the related Interest Period at the applicable Certificate Rate for
such Interest Period from collections of [Finance Charge Receivables] [Yield
Collections] allocated to the Investor Amount [and, in certain circumstances,
from draws on the Enhancement], and payments of principal during an
Amortization Period funded from collections of [Principal Receivables]
[Principal Collections] allocated to the Investor Amount [and, in certain
circumstances, from draws on the Enhancement] (plus certain collections of
[Principal Receivables] [Principal Collections] otherwise allocable to other
Series, to the extent such collections are not needed to make payments to or
for the benefit of such other Series).]

The Transferor [Seller] holds [as of the Closing Date] the interest
(the "Transferor's Amount") in the [Principal Receivables] [Principal
Collections] not represented by the Certificates and the certificates of other
Series, if any. The Depositor [Seller] holds [as of the Closing Date] an
undivided interest in the Trust (the "Transferor's Interest"), including the
right to a percentage (the "Transferor's Percentage") of all cardholder
payments on the Receivables.

During the Revolving Period, the Investor Amount will remain
constant except in certain limited circumstances. The amount of Receivables,
however, will vary each day as new Receivables are created and others are paid.
The Transferor's Amount will fluctuate daily, therefore, to reflect the changes

in the amount of the Principal Receivables. During an Amortization Period, the
Investor Amount will decline for each Due Period as cardholder payments of
[Principal Receivables] [Principal Collections] are collected and held for
distribution to the Certificateholders. As a result, the Transferor's Amount
during an Amortization Period will generally increase each month to reflect the
reductions in the Investor Amount and will also change to reflect the
variations in the amount of [Principal Receivables] [Principal Collections].

[Interest Payments

Initially, interest will accrue on the Certificates at the
Certificate Rate from the Closing Date through the day preceding the Initial
Payment Date. Thereafter, interest with respect to any Payment Date will
accrue on the Certificates from the previous Payment Date through the day
preceding such Payment Date. Interest at the applicable rate will be paid to
the Certificateholders on each Payment Date beginning on , .

Interest payments on the Certificates on any Payment Date will be
calculated on the Investor Amount as of the preceding Record Date (or, in the
case of the first Payment Date, as of the Closing Date) based upon the
Certificate Rate determined for the related Interest Period on the Rate
Determination Date immediately preceding the beginning of such Interest Period,
or in the case of the initial Interest Period, at the rate specified below.

Interest on the Certificates will be calculated on the basis of [the
actual number of days in the related Interest Period and a 360-day year] [a
360-day year consisting of twelve thirty-day months].

The Certificates will bear interest at the [fixed] [variable]
[adjustable] rate of % per annum with respect to the period from the
Closing Date through the last day of the Interest Period preceding the Initial
Payment Date and, with respect to each subsequent Interest Period, at the
[fixed] [adjustable] [variable] rate of % per annum [above] [below] [equal
to] [adjustable] [variable] [floating] rate index (the "Index") [determined as
set forth below][; provided, however, that the rate at which interest will
accrue on the Certificates will in no event [exceed] [be less than] % per
annum].

[The Trustee will determine the Index for a given Interest Period on
the Rate Determination Date [immediately preceding the commencement of such
Interest Period]. The determination of the rate at which interest will accrue
on the Certificates during any Interest Period other than the initial Interest
Period will be made in accordance with the following provisions:

[Description of Certificate Rate Determination
to come]

The determination of the Index by the Trustee and the Trustee's
subsequent calculation of the Certificate Rate for the relevant Interest Period
shall (in the absence of manifest error) be final and binding on each
Certificateholder. The Certificate Rate applicable to the then current and
immediately preceding Interest Period may be obtained by telephoning the
Trustee at its Corporate Trust Office at ( ) .]

[ are charge cards and
not credit cards. Thus, Receivables originated under the designated accounts
are payable in full each month and not subject to a monthly finance charge.
Therefore a portion of the collections on the Receivables in the designated
accounts received in any Due Period equal to the product of the aggregate
amount of such collections and the Yield Factor will be treated as Yield
Collections and will be used, among other things, to pay interest on the
Certificates. The remainder of such collections will be treated as Principal
Collections and will be used to pay principal on the Certificates. [Recoveries
will not be considered Collections but will instead be utilized as an offset to
defaulted Receivables.] The "Yield Factor" will initially be equal to %
and, subject to certain limitations, may be changed from time to time
thereafter by the Depositor.]

Prior Series of Certificates

Investor Percentage and Transferor's Percentage

Pursuant to the Agreement, the [Servicer] [Trustee] will allocate
between the Investor Interest, the investor interest of any other Series, and
the Transferor's Interest all amounts collected on [Finance Charge
Receivables], [Principal Receivables], [Yield Collections and Principal
Collections] [and all Charged-Off Receivables]. The [Servicer] [Trustee] will
make each allocation by reference to the Investor Percentage, the investor
percentage of any other Series, and the Transferor's Percentage.

The Investor Percentage and the Transferor's Percentage for any Due
Period will be calculated as follows:

[Investor Percentage: (i) with respect to [Finance Charge
Receivables], [Principal Receivables], [Yield Collections and Principal
Collections] [and Charged-Off Receivables] during the Revolving Period and with
respect to [Finance Charge Receivables] [and Charged-Off Receivables] during a
Controlled Amortization Period or Rapid Amortization Period, the percentage
equivalent of a fraction the numerator of which is the Investor Amount at the
end of the last day of the prior Due Period and the denominator of which is the
aggregate amount of Principal Receivables in the Trust at the end of such day;
and

(ii) with respect to [Principal Receivables] [the principal
component of the Trust] during a Controlled Amortization Period or Rapid
Amortization Period or Accumulation Period, the percentage equivalent of a
fraction the numerator of which is the Investor Amount at the end of the last
day of the Revolving Period and the denominator of which is the greater of (A)
the aggregate amount of [Principal Receivables] [the principal component of the
Trust] in the Trust as of the end of the last day of the prior Due Period and
(B) the sum of the numerators used to calculate the investor percentages with
respect to [Principal Receivables] [the principal component of the Trust] for
all Series of certificates then outstanding;

provided, however, that with respect to any Due Period in which Additional

Accounts are added to the Trust, the calculation of the aggregate amount of
[Principal Receivables] [the principal component of the Trust] used in
determining the Investor Percentage will be modified to reflect the fact that
such Additional Accounts were not in the Trust for the entire Due Period.]

Transferor's Percentage. The Transferor's Percentage in all cases
means the [excess of 100%] over the aggregate investor percentages of all
Series then outstanding.

Application of Collections

Allocations. The [Servicer] [Trustee] will deposit into the
Collection Account, no later than the [ [ ] Business Day following the
date the payments are identified as being related to the Receivables, any
payment collected by the Servicer on the Receivables.

On the day any such amounts are to be deposited into the Collection
Account or paid to the holder of the Exchangeable Transferor's Certificate, the
[Servicer] [Trustee] will allocate such amounts or pay such amounts held in the
Collection Account for application as follows:

[(a) an amount equal to the applicable Transferor's Percentage of
the aggregate amount of such deposits in respect of [Finance Charge Receivables
and Principal Receivables] [Yield Collection and Principal Collections],
respectively, will be paid to the holder of the Exchangeable Transferor's
Certificate;

(b) an amount equal to the applicable Investor Percentage of the
aggregate amounts of such deposits in respect of [Finance Charge Receivables
and Principal Receivables] [Yield Collections and Principal Collections] will
be deposited into the Collection Account;

(c) during the Revolving Period, an amount equal to the applicable
Investor Percentage of the aggregate amount of such deposits in respect of
[Principal Receivables] [Principal Collections] will be paid to the holder of
the Exchangeable Transferor's Certificate (provided that if such amount exceeds
the Transferor Amount, the excess will be treated as Unallocated Principal
Collections to be retained in the Collection Account) or to [amortizing]
[accumulating] Series;

(d) during the Principal Amortization Period, if applicable, or the
Rapid Amortization Period, an amount equal to the Principal Allocation will be
allocated to the Certificateholders and deposited into the Collection Account
or Principal Account.]

Payment of Fees and Interest. On the Business Day immediately
preceding each Payment Date (the "Transfer Date"), the Trustee, acting pursuant
to the [Seller's] [Servicer's] instructions, will withdraw and apply all
amounts on deposit in the Collection Account in respect of amounts collected on
[Finance Charge Receivables and Principal Receivables] [Yield Collections and
Principal Collections] and allocated to the Certificates for the prior Due
Period to make the following payments and deposits [provided, that the amount
distributed shall not include amounts released from the Pre-Funding Account]:

(a) an amount will be paid to the Certificateholders at the
Certificate Rate for the related Interest Period on the Investor Amount as of
the end of the last day of the prior Due Period plus accrued interest on
interest previously not so paid ("Certificate Interest");

(b) [if the Seller is no longer the Servicer or] [in certain other
circumstances as described below,] an amount equal to the Monthly Investor
Servicing Fee for the prior Due Period will be paid to such servicer or, under
certain circumstances, to the Trustee;

(c) an amount equal to the Investor Charged-Off Amount, if any, for
the prior Due Period will be paid to the Depositor during the Revolving Period
and to the Certificateholders during an Amortization Period;

[(d) an amount equal to reimbursements of Reduction Amounts, if
any, with respect to the Certificates for the prior Due Period will be paid to
the [Seller] [Depositor] during the Revolving Period and to the
Certificateholders during an Amortization Period];

(e) [if the Seller is the Servicer and the Monthly Investor
Servicing Fee has not been paid pursuant to clause (b) above,] an amount equal
to the Monthly Investor Servicing Fee for the prior Due Period will be paid to
the Seller or, under certain circumstances, to the Trustee; and

[(f) any payments owing for fees for the prior Due Dates for
Enhancements.]

[Payments of Principal. On each Transfer Date occurring in the
month following the month in which an Amortization Period begins and on each
Payment Date thereafter, the Trustee, acting in accordance with instructions
from the Servicer, will withdraw amounts deposited into the Collection Account
in respect of collections of [Principal Receivables] [Principal Collections]
allocated to the Certificates processed during the prior Due Period, any Excess
Principal Collections allocated to the Certificates and any Unallocated
Principal Collections then on deposit in the Collection Account and allocated
to the Certificates and pay such amounts to the Certificateholders [provided,
that the amount distributed shall not include amounts released from the
Pre-Funding Account].

Example of Distributions to The Certificateholders

The following is a hypothetical example of the application of the
foregoing provisions with respect to a representative Interest Period during
the Revolving Period:

[to follow]

[Enhancement

The Certificates will have the benefit of an [Enhancement] issued
pursuant to the Agreement described below.

[to follow]]

[Mandatory Prepayment

Cash distributions to Certificateholders will be made [,on a pro
rata basis,] on the Payment Date on or immediately following the last day of
the Funding Period in the event that any amount remains on deposit in the
Pre-Funding Account after giving effect to the purchase of all Subsequent
Receivables, including any such purchase on such date (a "Mandatory
Prepayment"). The aggregate principal amount of [each class of] Certificates
to be redeemed will be an amount equal [to such class'] [the Certificates]
Pre-Funded Percentage of the amount then on deposit in the Pre-Funding Account.

[Optional Repurchase

On the Payment Date occurring on or after the date that the Investor
Amount is reduced to $ ([ ]% of the Initial
Investor Amount) or less, the [Depositor] [Seller] will have the option (to be
exercised in its sole discretion) to repurchase the Certificates. The purchase
price of the Certificates will be equal to the Investor Amount as of the last
day of the Due Period preceding the Payment Date on which such purchase occurs
plus accrued and unpaid interest on the unpaid principal amount of the
Certificates (and any accrued and unpaid interest thereon). Following any such
repurchase, the Certificateholders will have not further rights with respect to
the Receivables.]

Series [ ] Payout Events and Liquidation Events

The Revolving Period will continue through , [
], unless a Series [ ] Payout Event or a Liquidation Event occurs prior to
such date. A Series [ ] Payout Event refers to any of the following events,
which are applicable only to the Certificates (although other Series may have
similar or identical payout events):

(a) failure on the part of the [Seller] [Servicer] (i) to make any
payment or deposit on the date required under the Agreement (or within the
applicable grace period, which will not exceed [ ] business days); or (ii)
to observe or perform in any material respect any other covenants or agreements
of the [Seller][and] [Servicer] in the Agreement, which continues unremedied
for a period of [ ] days after written notice (or with respect to a failure
arising out of the creation of certain liens, immediately upon the creation
thereof) and which failure would have a material adverse effect on the
Certificateholders;

(b) any representation or warranty made by the Seller or the
Depositor in the Agreement or any information required to be given by the
Seller or the Depositor to the Trustee to identify the Accounts proves to have
been incorrect in any material respect when made and continues to be incorrect
in any material respect for a period of [ ] days after written notice and as
a result the interests of the Certificateholders are materially and adversely
affected; provided, however, that a Series [ ] Payout Event shall not be
deemed to have occurred with respect to this subparagraph (b) if the Seller or

the Depositor has accepted the transfer and reassignment of all such
Receivables of the applicable Account, if applicable, during such period in
accordance with the provisions of the Agreement;

(d) with respect to the end of any Due Period (i) with respect to
which the Depositor's Amount is less than the Minimum Transferor's Percentage
of the Principal Receivables in the Trust as of such day, the failure of the
Depositor to convey Additional Accounts to the Trust such that the Transferor's
Amount is at least equal to the Minimum Transferor's Percentage of the
Principal Receivables in the Trust as of the last day of such Due Period or
(ii) with respect to which the aggregate Principal Receivables in the Trust are
less than the sum of the initial investor amounts of all Series outstanding as
of such day (the "Minimum Principal Receivables"), the failure of the Depositor
to convey Additional Accounts to the Trust such that the aggregate Principal
Receivables in the Trust are at least equal to the Minimum Principal
Receivables as of the last day of such Due Period;

(e) any Seller or Servicer Default (as described in the Prospectus)
occurs which would have a material adverse effect on the Certificateholders;

[(f) on any Determination Date, the Enhancement Amount is less than
[ ]% of the Investor Amount; or]

(g) the average Payment Rate for a period of [ ] consecutive
months falls below [ ]%.

A Liquidation Event refers to any of the following events, which are
applicable to the Certificates and other Series:

(h) certain events of insolvency, conservatorship or receivership
relating to the Seller or the Depositor;

(i) The Trust becomes an "investment company" within the meaning of
the Investment Company Act of 1940, as amended; or

(j) the inability of the Depositor for any reason to transfer
Receivables to the Trust.

In the case of any event described in subparagraphs (a), (b) or (e),
a Series [ ] Payout Event will be deemed to have occurred only if, after any
applicable grace period described in such clauses, the Trustee [or
Certificateholders evidencing undivided interests aggregating not less than 50%
of the aggregate principal amount of the Investor Amount,] by written notice to
the [Depositor] [the Seller] [and] [the Servicer] [(and to the Trustee if given
by the Certificateholders)] declare that a Series [ ] Payout Event has
occurred with respect to the and is continuing as of the date of
such notice. In the case of any event described in subparagraphs [(c), (d),
(f), (g), (h), (i) or (j), a Series [ ] Payout Event or a Liquidation Event
will be deemed to have occurred without any notice or other action on the part
of the trustee, any enhancement provider, the Certificateholders or the
certificateholders of any other Series immediately upon the occurrence of such

event. On the date on which a Series [ ] Payout Event or a Liquidation
Event is deemed to have occurred, the Rapid Amortization Period will commence.
In such event, distributions of principal to the Certificateholders in the
priority provided for above will begin on the first Payment Date following the
month in which the Series [ ] Payout Event or the Liquidation Event
occurred.

Servicing Compensation and Payment of Expenses

The share of the Servicing Fee allocable to the Certificates with
respect to any Payment Date shall be equal to [one-twelfth of the product of
(A) % and (B) the Investor Amount as of the first day of the prior Due
Period for such Payment Date] [ ]] (the "[Monthly] Investor Servicing
Fee").

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Characterization of the Certificates as Indebtedness

Based on the application of existing law to the facts as set forth
in the Agreement and other relevant documents, special counsel to the
Depositor ("Special Tax Counsel"), has advised the Depositor that the
Certificates will be treated as indebtedness for Federal, state and local
income and franchise tax purposes. See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES" in the Prospectus.

UNDERWRITING

The Underwriter is obligated to purchase all the Series [ ]
Certificates offered hereby if any are purchased.

Distribution of the Series [ ] Certificates will be made by the
Underwriter from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. Proceeds to the
Depositor, before deducting expenses payable by the Depositor, will be [ ]% of
the aggregate original principal amount of the Certificates as of the Cut-off
Date, plus accrued interest at the [applicable] [initial] [Weighted Average]
Certificate Rate from the Cut-off Date. In connection with the purchase and
sale of the Series [ ] Certificates, the Underwriter may be deemed to have
received compensation from the Depositor in the form of underwriting discounts.

The Underwriter is an affiliate of the Depositor, and the
participation by the Underwriter in the offering of the Certificates complies
with Schedule E of the by-laws of the National Association of Securities
Dealers, Inc. regarding underwriting securities of an affiliate.

The Underwriting Agreement provides that the [Seller] [Depositor]
will indemnify the Underwriter against certain liabilities, including
liabilities under the Securities Act, or contribute to payments the Underwriter
may be required to make in respect thereof.

CERTIFICATE RATING

It is a condition to the issuance of the Certificates that they be
rated " " by a nationally-recognized statistical rating agency (the
"Rating Agency"). The Rating Agency or rating agencies rating any other Series
are collectively referred to herein as the "Rating Agencies" or individually as
a "Rating Agency". The Certificates offered hereby are investment grade
asset-backed securities within the meaning of the Act and the rules promulgated
thereunder.

LEGAL MATTERS

Certain legal matters relating to the issuance of the Certificates
will be passed upon for the Depositor by Brown & Wood LLP and, with respect to
the Federal tax consequences of such issuance, by [special] tax counsel, Brown &
Wood LLP. Certain legal matters relating to the issuance of the Certificates
will be passed upon for the Underwriter[s] by Brown & Wood LLP.

Index of Principal Terms

Term Page No.
- ---- --------
Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . .
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization Period . . . . . . . . . . . . . . . . . . . . .
Base Rate . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Day. . . . . . . . . . . . . . . . . . . . . . . . .
Cede. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cedel . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificate Interest. . . . . . . . . . . . . . . . . . . . .
Certificateholders. . . . . . . . . . . . . . . . . . . . . .
Certificateholders' Interest. . . . . . . . . . . . . . . . .
Certificates. . . . . . . . . . . . . . . . . . . . . . . . .
Certificate Rate. . . . . . . . . . . . . . . . . . . . . . .
Closing Date. . . . . . . . . . . . . . . . . . . . . . . . .
Collection Account. . . . . . . . . . . . . . . . . . . . . .
Commission. . . . . . . . . . . . . . . . . . . . . . . . . .
Controlled Amortization Amount. . . . . . . . . . . . . . . .
Controlled Amortization Period. . . . . . . . . . . . . . . .
Controlled Amount . . . . . . . . . . . . . . . . . . . . . .
Controlled Distribution Amount. . . . . . . . . . . . . . . .
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . .
Depositor's Amount. . . . . . . . . . . . . . . . . . . . . .
Depositor's Interest. . . . . . . . . . . . . . . . . . . . .
Depositor's Percentage. . . . . . . . . . . . . . . . . . . .
Depositor Portfolio . . . . . . . . . . . . . . . . . . . . .
Due Date. . . . . . . . . . . . . . . . . . . . . . . . . . .
Due Period. . . . . . . . . . . . . . . . . . . . . . . . . .
Enhancement Account . . . . . . . . . . . . . . . . . . . . .
Enhancement Trustee . . . . . . . . . . . . . . . . . . . . .
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess Principal Collections. . . . . . . . . . . . . . . . .
FDIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance Charge Receivables. . . . . . . . . . . . . . . . . .
Ineligible Receivable . . . . . . . . . . . . . . . . . . . .
Initial Cut-off Date. . . . . . . . . . . . . . . . . . . . .
Initial Closing Date. . . . . . . . . . . . . . . . . . . . .
Initial Investor Amount . . . . . . . . . . . . . . . . . . .
Interchange . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Period . . . . . . . . . . . . . . . . . . . . . . .
Investment Company Act. . . . . . . . . . . . . . . . . . . .
Investor Amount . . . . . . . . . . . . . . . . . . . . . . .
Investor Percentage . . . . . . . . . . . . . . . . . . . . .
Liquidation Event . . . . . . . . . . . . . . . . . . . . . .
Minimum Principal Receivables . . . . . . . . . . . . . . . .
Minimum Depositor's Percentage. . . . . . . . . . . . . . . .
Monthly Investor Servicing Fee. . . . . . . . . . . . . . . .
Net Portfolio Yield . . . . . . . . . . . . . . . . . . . . .
Paired Series . . . . . . . . . . . . . . . . . . . . . . . .
Payment Date. . . . . . . . . . . . . . . . . . . . . . . . .

Payment Rate. . . . . . . . . . . . . . . . . . . . . . . . .
Pool Factor . . . . . . . . . . . . . . . . . . . . . . . . .
Prime Rate. . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Allocation. . . . . . . . . . . . . . . . . . . . .
Principal Receivables . . . . . . . . . . . . . . . . . . . .
Rapid Amortization Period . . . . . . . . . . . . . . . . . .
Rate Determination Date . . . . . . . . . . . . . . . . . . .
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . . . . . . . . . .
Record Date . . . . . . . . . . . . . . . . . . . . . . . . .
Relevant Cut-off Date . . . . . . . . . . . . . . . . . . . .
Revolving Period. . . . . . . . . . . . . . . . . . . . . . .
Series. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series [ ] Payout Event . . . . . . . . . . . . . . . . .
Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Seller Default. . . . . . . . . . . . . . . . . . . . . . . .
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . .
Special Tax Counsel . . . . . . . . . . . . . . . . . . . . .
Stated Series [ ] Termination Date . . . . . . . . . . . .
Supplement. . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer Date . . . . . . . . . . . . . . . . . . . . . . . .
Treasury Rate . . . . . . . . . . . . . . . . . . . . . . . .
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust Portfolio . . . . . . . . . . . . . . . . . . . . . . .
Underwriters. . . . . . . . . . . . . . . . . . . . . . . . .

NO DEALER, SALESPERSON OR OTHER PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE SELLER OR THE
UNDERWRITER[S]. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR ANY
SALE HEREUNDER, SHALL NOT, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THEIR RESPECTIVE DATES OR THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
Depositor OR THE TRUST SINCE SUCH DATES.
__________

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
Page
Summary of Terms. . . . . . . . . . . .
Risk Factors. . . . . . . . . . . . . .
The Seller's [ ] Card Activities. .
The Receivables . . . . . . . . . . . .
Maturity Assumptions. . . . . . . . . .
Receivable Yield Considerations . . . .
Pool Factor and Related Information . .
Description of the Certificates . . . .
Certain Federal Income
Tax Consequences. . . . . . . . .
Underwriting. . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . .
Index of Principal Terms. . . . . . . .

PROSPECTUS

Summary of Terms. . . . . . . . . . . .
Risk Factors. . . . . . . . . . . . . .
Description of the Certificates
Trust Assets Enhancement. . . . . . .
Servicing of Receivables. . . . . . . .
The Agreements. . . . . . . . . . . . .
Certain Legal Aspects of
the Receivables . . . . . . . . . . .
The Depositor . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . .
Certain Federal Income Tax
Consequences. . . . . . . . . . . . .

State Tax Considerations. . . . . . . .
ERISA Considerations. . . . . . . . . .
Plan of Distribution. . . . . . . . . .
Legal Matters . . . . . . . . . . . . .

[LOGO]

Lehman Card Account

Master Trust

[Fixed][Variable][Adjustable]
Asset Backed [Senior/Subordinate] Certificates,

Series [ ]

[LOGO]

Depositor

Seller [and Servicer] of the Receivables

____________________________

PROSPECTUS SUPPLEMENT
____________________________

LEHMAN BROTHERS

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1997

PROSPECTUS SUPPLEMENT Version #2

(To Prospectus dated ________________)

[(Approximate)]
LEHMAN CARD ACCOUNT MASTER TRUST
[Adjustable Rate] [Variable Rate] [ %] Asset Backed
[Senior/Subordinate] Certificates, Series [ ]
[Class ] Certificates

Each [Adjustable Rate] [Variable Rate] [ %] Asset Backed Certificate,
Series [____] (collectively, the "Certificates"), will represent an undivided
interest in the Lehman Card Account Master Trust (the "Trust") to be formed
pursuant to a Master Pooling and Servicing agreement dated as of [_______], (the
"Agreement"), among Lehman ABS Corporation, as depositor (the "Depositor"),
[____] as Master Servicer (the "Master Servicer ") and _________, as trustee
(the "Trustee"). The Trust will consist of certain asset backed certificates or
notes (collectively, the "CABS") issued pursuant to certain pooling and
servicing agreements, each of which is substantially similar. The CABS
evidence interests in trust funds created by such pooling and servicing
agreements, the property of which includes a portfolio of [consumer] [revolving]
[credit card] [charge card] [debit card] receivables (the "Receivables")
generated or to be generated from time to time in the ordinary course of
business in a portfolio of [consumer] [revolving] [credit card] [charge card]
[debit card] accounts (the "Accounts") purchased from [the seller] [the sellers]
([collectively], the "Seller"), all monies due in payment of the Receivables
[transferred to the Trust by the Depositor on or prior to the Closing Date] [and
monies on deposit in a trust account (the "Pre-Funding Account") and certain
other properties, as more fully described herein.

Information with respect to the portfolio of [the][each] Seller is included
in Appendix 1 hereto.

The holders of the certificates ("Certificateholders") will be entitled to
certain assets of the Trust, including the right to receive a varying percentage
of each [month's] [quarter's] [semi-annual period's] collections with respect to
the CABS at the times and in the manner described herein. The Trust from time
to time may offer other series of certificates (each, a "Series") that represent
undivided interests in certain assets of the Trust, which may have terms
significantly different from the Certificates.

The [Class ] Certificates offered hereby will have an initial principal
balance of approximately $ [ ], and will evidence in the aggregate an initial
beneficial ownership interest of approximately [ ] % in the Trust. [The
[Class ] will have a notional principal balance of approximately $ [ ],
and will evidence in the aggregate an initial beneficial ownership interest of
approximately [ ] % in the Trust. The [Class ] Certificates are entitled to
distributions of a portion of the interest on the CABS and are not entitled to
any distributions in respect of principal.] [The [Class ] Certificates, which
are not offered hereby, will evidence in the aggregate an approximate %
undivided interest in the Trust.] [The rights of the Class [ ]
Certificateholders to receive distributions with respect to the CABS are
subordinated to the rights of the Class [ ] Certificateholders to the extent

described herein and in the Prospectus.] See "Description of the Certificates
- -- General" herein.

Interest will accrue on the [Class ] Certificates at the rate of
[Adjustable Rate] [Variable Rate] [___%] per annum (the "Certificate Rate").
Interest [and principal] with respect to the Certificates will be distributed on
the [___] day of each [month] [quarter] [semi-annual period] or, if such [___]
day is not a Business Day (as defined herein), the next succeeding Business Day
(the "Payment Date"), commencing [_______]. [Principal with respect to the
[Class ] Certificates will be distributed on each Payment Date commencing on
the [_______] Payment Date, or earlier in certain circumstances described
herein.]

There is currently no market for the Certificates offered hereby and there
can be no assurance that such a market will develop or if it does develop that
it will continue. See "RISK FACTORS" herein.

____________________

THE CERTIFICATES REPRESENT INTERESTS IN THE TRUST ONLY AND DO NOT REPRESENT
INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE
OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT PROVIDED HEREIN. NEITHER THE
CERTIFICATES NOR THE ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY.

THESE CABS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The Series ____ Certificates offered hereby will be purchased by Lehman
Brothers Inc. (the "Underwriter") from the Depositor and will be offered by the
Underwriter from time to time to the public in negotiated transactions or
otherwise at varying prices to be determined at the time of sale. Proceeds to
the Depositor, before deducting expenses payable by the Depositor, will be [
]% of the aggregate original principal amount of the Certificates as of _____
__, 199_ (the "Closing Date"), plus accrued interest at the applicable
Certificate Rates thereon from the Closing Date.

____________________

The Certificates are offered subject to prior sale and subject to the
Underwriters' right to reject orders in whole or in part. It is expected that
the Certificates will be [delivered in book-entry form] [available for delivery]
[through the facilities of [The Depository Trust Company] [CEDEL S.A.]
[Euroclear System]] at the office of __________] on or about __________. [The
Certificates will be offered in Europe and the United States of America.]

Lehman Brothers
The date of this Prospectus Supplement is , .

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
CERTIFICATES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.

____________________

The Certificates offered hereby constitute part of a separate series of
Asset Backed Certificates being offered by Lehman ABS Corporation from time to
time pursuant to its Prospectus dated ____________, 199_. This Prospectus
Supplement does not contain complete information about the offering of the
Certificates. Additional information is contained in the Prospectus, as
defined herein, and investors are urged to read both this Prospectus
Supplement, and the Prospectus in full. Sales of the Certificates may not be
consummated unless the purchaser has received both this Prospectus Supplement
and the Prospectus.

SUMMARY

The following summary of certain pertinent information is qualified in its
entirety by reference to the detailed information appearing elsewhere in this
Prospectus Supplement, including Appendix I to this Prospectus Supplement, and
the accompanying Prospectus. Certain capitalized terms used in the Summary are
defined elsewhere in the Prospectus Supplement or in the Glossary of Terms in
the Prospectus.

Trust. . . . . . . . . Lehman Card Account Master Trust (the "Trust") will be
formed pursuant to a master pooling and servicing
agreement to be dated as of the Cut-off Date (the
"Agreement") among Lehman ABS Corporation, as
depositor (the "Depositor"), __________, as Master
Servicer (together with any successor in such
capacity, the "Master Servicer") and
__________________, as trustee (the "Trustee"). The
property of the Trust will include certain
certificates (the "CABS"). The CABS represent
fractional undivided interests in separate trust
funds, the assets of which include portfolios of
[consumer] [revolving] [credit card] [charge card]
[debit card] receivables (the "Receivables") generated
or to be generated from time to time in the ordinary
course of business in a portfolio of [consumer]
[revolving] [credit card] [charge card] [debit card]
accounts ("Accounts"), all monies due in payment of
the Receivables [excluding the benefits of and
payments in respect of Enhancements issued with
respect to any other Series (the drawing on or payment
of such Enhancements not being available to
Certificateholders)]. The principal balance of the
CABS on any day is the principal balance reported as
such in the most recent monthly report (the "Monthly
Report") received by the Trustee from the trustee for
the holders of the CABS (the "CABS Trustee").

CABS Offered . . . . . Each of the [Adjustable Rate] [Variable Rate] [ %]
Asset Backed Certificates, Series [Class____] offered
hereby (the "Certificates") represents an undivided
interest in the Trust. Each [Class ] Certificate
represents the right to receive payments of interest
at the [adjustable] [variable] [fixed] rate described
below (the "Certificate Rate"), payable [monthly]
[quarterly] [semi- annually] [and payments of
principal at such time and to the extent provided
below]. [The aggregate undivided interest in the
Trust represented by the Class __ Certificates as of
the Closing Date (as defined herein) will equal
$__________ of principal (the "Original Invested
Amount"), which represents [ ]% of the Invested
Amount of the CABS as of the Cut-off Date. Following
the Closing Date, the "Invested Amount" with respect

to any date will be an amount equal to the Original
Invested Amount minus the amount of Principal
Collections previously distributed to
Certificateholders and minus the excess, if any, of
the aggregate amount of Investor Charge-Offs for all
Payment Dates preceding such date, over the aggregate
amount of any reimbursements of Investor Charge-Offs
for all Payment Dates preceding such date.] [The
aggregate undivided interest in the Trust represented
by the Class __ Certificates as of the Closing Date
will equal $______ of outstanding [Class __ notional
amount. The notional amount for the Class __
Certificates is equal to the outstanding principal
balance of the CABS, but is used solely for purposes
of determining interest payments and certain other
rights of holders of Class __ Certificates and does
not represent any interest in or right to receive
principal payments.]

[On ____________, (the "Closing Date"), the Trust will
purchase CABS (the "Initial CABS") having an aggregate
principal balance of approximately $____________ as of
______________, [_____] (the "Initial Cut-off Date"),
from the Depositor pursuant to the Agreement. On and
following the Closing Date, pursuant to the Agreement,
the Depositor will be obligated, subject only to the
availability thereof, to sell, and the Trust will be
obligated to purchase, subject to the satisfaction of
certain conditions set forth therein, additional CABS
(the "Subsequent CABS") from time to time during the
Funding Period having an aggregate principal balance
equal to approximately $________ (such amount being
equal to an amount on deposit in the Pre-Funding
Account (the "Pre-Funded Amount") on the Closing
Date). The Depositor will designate as a cutoff date
(each a "Subsequent Cut-off Date") the date as of
which particular Subsequent CABS are conveyed to the
Trust. It is expected that certain of the Subsequent
CABS arising between the Initial Cut-off Date and the
Closing Date will be conveyed to the Trust on the
Closing Date and that other Subsequent CABS will be
conveyed to the Trust as frequently as daily
thereafter on dates specified by the Depositor (each
date on which Subsequent CABS are conveyed to the
Trust being referred to as a "Subsequent Transfer
Date") occurring during the Funding Period.

The Initial CABS have been selected, and the
Subsequent CABS will be selected, from the CABS owned
by the Depositor based on the criteria specified in
the Agreement and described herein.

Following the transfer of Subsequent CABS to the
Trust, the characteristics of the entire pool of CABS

included in the Trust may vary significantly from
those of the Initial CABS. See "RISK FACTORS -- The
CABS and the Pre-Funding Account" and "The CABS Pool"
herein.]

CABS . . . . . . . . . The CABS are described in Schedule 1 to this Prospectus
Supplement.

[On or prior to the Closing Date, [Lehman Special
Securities, Inc. ("LSSI")] [each Seller] will sell the
CABS to the Depositor, which in turn will transfer the
CABS to the Trust pursuant to the Agreement.] The
Trustee, as the holder of the CABS, will be entitled
to [monthly] [quarterly] [semi-annual] distributions
of interest on the CABS on the ____ day of each
[month] [quarter] [semi-annual period] or, if such day
is not a Business Day, on the next succeeding Business
Day (each, a "CABS Payment Date"), at [adjustable
rate] [variable rate] [___%] per annum (the "CABS
Index"). Principal distributions on the CABS will be
made on [each] CABS Payment Date, beginning with the
_________ CABS Payment Date.

[The CABS are subject to retirement under certain
conditions following the CABS Payment Date in
_________. See "DESCRIPTION OF THE CABS--Optional
Repurchase; Series 199_ Payout Events and Liquidation
Events" in Appendix 2 hereto.]

Denominations. . . . . The Certificates will be offered for purchase in
denominations of $1,000 and integral multiples
thereof, except that one Certificate may be issued in
a denomination that is not an integral multiple of
$1,000. [The interest in the Trust evidenced by a
[Class ] Certificate (the "Percentage Interest") will
be specified herein.]

[Registration of
Certificates . . . . The Certificates initially will be represented by
certificates registered in the name of Cede & Co.
("Cede"), as the nominee of The Depository Trust
Company ("DTC"). No person acquiring a beneficial
ownership interest in the Certificates (a "Certificate
Owner") will be entitled to receive a definitive
certificate representing such person's interest (a
"Definitive Certificate"), except in the event that
Definitive Certificates are issued under the limited
circumstances described herein. See "DESCRIPTION OF
THE CERTIFICATES--Definitive Certificates" in the
Prospectus.]

Depositor. . . . . . . Lehman ABS Corporation, a Delaware corporation. The
principal executive offices of the Depositor are
located at 200 Vesey Street, Three World Financial

Center, New York, New York 10285 (Telephone: (212)
298-2000). See "THE DEPOSITOR" in the Prospectus.

Seller . . . . . . . . Information regarding the Seller's accounts and
portfolio is included in Appendix 1 hereto.

Master Servicer . . . __________________________ (the "Master Servicer").
The principal executive offices of the Master Servicer
are located at __________________________ (telephone:
_____________). See "SERVICING--The Master Servicer"
herein.

Trustee. . . . . . . . __________________.

Collections. . . . . . All collections on the CABS will generally be
allocated in accordance with the Monthly Reports
between amounts collected in respect of interest and
amounts collected in respect of principal. As to any
Payment Date, "Interest Collections" will be equal to
the sum of interest distributions on the CABS received
by the Trustee, identified as such on the Monthly
Report during the related Collection Period.

As to any Payment Date, "Principal Collections" will
be equal to the sum of principal distributions on the
CABS received by the Trustee, identified as such on
the Monthly Report during the related Collection
Period. Principal Collections will be allocated among
the Certificateholders in accordance with their
percentage interests in the Trust. Payments of
principal to the Certificateholders over the term of
the Trust will not exceed the Original Invested
Amount.

With respect to any Payment Date, the portion of
Interest Collections allocable to the Certificates
("Certificate Interest Collections") will equal the
product of (a) Interest Collections for such Payment
Date and (b) the Certificateholders' percentage
interest. With respect to any Payment Date, the
Certificate- holders' percentage interest is the
percentage equivalent of a fraction determined by
dividing the Invested Amount by the outstanding
principal balance of the CABS as of the end of the
related Collection Period.

On each Payment Date, the Interest Collections will be
applied as follows, [the priority or inclusion of
which shall be determined in the Agreement]: (i) as
payment for the accrued interest due and any overdue
accrued interest (with interest thereon) on the
[Certificate Principal Balance] [notional amount] of
the Class [ ] Certificates; [(ii) as payment for any
amounts due for Enhancement]; (iii) to pay the Master

Servicing Fee; (iv) to pay Certificateholders the
product of the Certificateholders' percentage interest
and any overdue principal for such Payment Date; (v)
to reimburse prior draws made from the Enhancement
(with interest thereon at ______]; (vi) to pay
principal on the Certificates; [(vii) any other
amounts required to be deposited in an account for the
benefit of the Enhancer or owed to the Enhancer
pursuant to _____________]; and (viii) any other
amounts required to be paid pursuant to the Agreement.

[The Master Servicer will deposit or cause to be
deposited any amounts required under the Agreement in
an account established for such purpose under the
Agreement (the "Collection Account").] The Trustee
will deposit any amounts required under the Agreement
in an account established by it under the Agreement
(the "Distribution Account"). See "DESCRIPTION OF THE
CERTIFICATES--Payments on CABS; Deposits to Collection
Account and Distribution Account."

Interest . . . . . . . Interest on the [Class ] Certificates will be
distributed [monthly] [quarterly] [semi-annually] on
the [____ day of each [month] [quarter] [semi-annual
period]] [CABS Payment Date; or, if such date is not a
Business Day then the next succeeding Business Day
following the CABS Payment Date] (each, a "Payment
Date"), commencing on _________, at the Certificate
Rate for the related Interest Period (as defined
below). Interest will accrue on the unpaid principal
amount of the Class [ ] Certificates with respect to
each Interest Period, at the rate of [adjustable rate]
[variable rate] [____%] per annum [and interest will
accrue on the notional amount of the Class __
Certificates of the per annum rate specified herein]
(the "Certificate Rate"). Interest on the
Certificates in respect of any Payment Date will
accrue from the preceding Payment Date (or in the case
of the first Payment Date, from the Closing Date)
through the day preceding such Payment Date (each such
period, an "Interest Period") on the basis of [the
actual number of days in the Interest Period and a
360-day year] [a 360 day year consisting of twelve
thirty-day months].

Interest payments on the Certificates will be funded
from Certificate Interest Collections [and, if
necessary, from draws on the Enhancement.] See
"DESCRIPTION OF THE CERTIFICATES" herein.

As to any Payment Date, the "Collection Period" is the
period from but not including the Due Date in the
month preceding the month of such Payment Date (or,
with respect to the first Payment Date, the Cut-off

Date) through the Due Date in the month of such
Payment Date.

[Controlled
Amortization Period. . . Unless a Rapid Amortization Period commences, the
Certificates will have an amortization period (the
"Controlled Amortization Period") during which
collections of Principal Receivables allocable to the
percentage interest of such Series will be used on
each Payment Date to make principal distributions in
scheduled amounts to the Certificateholders then
scheduled to receive such distributions. The amount
to be distributed on any Payment Date during the
Controlled Amortization Period will be limited to an
amount (the "Controlled Distribution Amount") equal to
________ (the "Controlled Amortization Amount") plus
any existing deficit controlled amortization amount
arising from prior Payment Dates. The Controlled
Amortization Period will commence at the close of
business on a date specified herein and continue until
the earliest of (a) the commencement of the Rapid
Amortization Period, (b) payment in full of the
Certificates and (c) the Series Termination Date].

[Principal Amortization
Period. . . . . . . . . Unless a Rapid Amortization Period commences, the
Certificates will have an amortization period (the
"Principal Amortization Period") during which
collections of Principal Receivables allocable to the
percentage interest of such Certificates will be used
on each Payment Date to make principal distributions
to the Certificateholders then scheduled to receive
such distributions. The Principal Amortization Period
will commence at the close of business on
________________ and continue until the earlier of (a)
the commencement of the Rapid Amortization Period, (b)
payment in full of the Certificates and (c) the Series
Termination Date].

[Accumulation Period. . Unless a Rapid Amortization Period commences, the
Certificates will have an accumulation period (the
"Accumulation Period") during which collections of
Principal Receivables allocable to the percentage
interest of such Certificates will be deposited on the
business day immediately prior to each Payment Date
(each a "Transfer Date") in a trust account
established for the benefit of the Certificateholders
(a "Principal Funding Account") and used to make
distributions of principal to the Certificateholders
on the Scheduled Payment Date. The amount to be
deposited in the Principal Funding Account on any
Transfer Date will be limited to an amount equal to
[______]. The Accumulation Period will commence at
the close of business on ___________ and continue

until the earliest of (a) the commencement of the
Rapid Amortization Period, (b) payment in full of the
Certificates and (c) the Series Termination Date].

[Rapid Amortization
Period. . . . . . . . . During the period from the day on which an
Amortization Event has occurred to the earliest of the
date on which Certificates have been paid in full or
the related Series Termination Date (the "Rapid
Amortization Period"), collections of Principal
Receivables allocable to the percentage interest of
such Series will be distributed as principal payments
to the Certificateholders monthly on each Payment
Date. During the Rapid Amortization Period,
distributions of principal to Certificateholders will
not be subject to any Controlled Deposit Amount or
Controlled Distribution Amount. In addition, upon the
commencement of the Rapid Amortization Period, any
funds on deposit in a Principal Funding Account will
be paid to the Certificateholders on the first Payment
Date in the Rapid Amortization Period. See
"DESCRIPTION OF THE CERTIFICATES--Amortization
Events".

[Enhancement . . . . . The Certificates will have the benefit of an
[Enhancement] issued pursuant to the Agreement
described below (the "[Enhancement]"). The
[Enhancement] will be issued by [a provider of
Enhancement (the "Enhancer")]. See "Enhancement" in
the Prospectus. [Description of Enhancement.]]

Record Date. . . . . . The last day of the month preceding a Payment Date.

Servicing. . . . . . . The Master Servicer will be responsible for servicing,
managing and making collections on the CABS. The
Master Servicer will deposit all collections in
respect of the CABS into the Collection Account as
described herein. On the [ ] Business Day prior
to each Payment Date (the "Determination Date"), the
Master Servicer will calculate, and instruct the
Trustee regarding the amounts to be paid, as described
herein, to the Certificateholders on such Payment
Date. See "DESCRIPTION OF THE
CERTIFICATES--Distributions on the Certificates." On
each Payment Date, the Master Servicer will receive
from interest collections in respect of the CABS on
behalf of itself, a portion of such collections as a
[monthly] [quarterly] [semi-annual] Servicing fee (the
"Master Servicing Fee") in the amount of ___% per
annum (the "Master Servicing Fee Rate") [on the
aggregate outstanding principal balance of the CABS].
See "DESCRIPTION OF THE CERTIFICATES--Servicing
Compensation and Payment of Expenses." In certain
limited circumstances, the Master Servicer may resign

or be removed, in which event either the Trustee or a
third-party servicer will be appointed as a successor
Master Servicer. See "DESCRIPTION OF THE
CERTIFICATES--Certain Matters Regarding the Master
Servicer and the Depositor."

Final Payment of
Principal;
Termination. . . . . The Trust will terminate on the Payment Date following
the later of [(A) payment in full of all amounts owing
to the Enhancer and] (B) the earliest of (i) the
Payment Date on which the principal balance of the
Certificates has been reduced to zero, (ii) the final
payment or other liquidation of the last CABS in the
Trust and (iii) the Payment Date in _______. See
"DESCRIPTION OF THE CERTIFICATES-- Termination;
Retirement of the Certificates" herein and "THE
POOLING AND SERVICING AGREEMENTS--Termination" in the
Prospectus.

In addition, the Trust may be liquidated as a result
of certain events of bankruptcy, insolvency or
receivership relating to the Depositor. See
"DESCRIPTION OF THE CERTIFICATES-- Amortization
Events" herein.

Mandatory
Retransfer
of CABS . . . . . . The Depositor will make certain representations and
warranties in the Agreement with respect to the CABS.
If the Depositor breaches certain of its
representations and warranties with respect to any
CABS and such breach materially and adversely affects
the interests of the Certificateholders [or the
Enhancer] and is not cured within the specified
period, the CABS will be removed from the Trust upon
the expiration of a specified period from the date on
which the Depositor becomes aware or receives notice
of such breach and will be reassigned to the
Depositor. See "DESCRIPTION OF THE
CERTIFICATES--Assignment of CABS" herein.

[Pre-Funding Account: During the period (the "Funding Period") from and
including the Closing Date until the earliest of (i)
the date on which (a) the amount on deposit in the
Pre-Funding Account is less than $________, (b) an
Amortization Event occurs or (c) certain events of
insolvency occur with respect to the Depositor or (ii)
the close of business on the ____________ Payment
Date, the Pre-Funded Amount will be maintained as an
account in the name of the Trustee (the "Pre-Funding
Account"). The Pre-Funded Amount will initially
equal approximately $__________, and during the
Funding Period, will be reduced by the amount thereof

used to purchase Subsequent Securities in accordance
with the Trust Agreement. The Seller expects that the
Pre-Funded Amount will be reduced to less than
$____________ by the _____ Payment Date. Any
Pre-Funded Amount remaining at the end of the Funding
Period will be payable to the Certificateholders ([pro
rata]) in proportion to the respective percentage
interest of each class of the Certificates.]

[Mandatory Prepayment: The Certificates will be prepaid, in part, pro rata on
the basis of their initial principal amounts, on the
Payment Date on or immediately following the last day
of the Funding Period in the event that any amount
remains on deposit in the Pre-Funding Account after
giving effect to the purchase of all Subsequent
Securities, including any such purchase on such date
(a "Mandatory Prepayment"). The aggregate principal
amount of Certificates to be prepaid will be an amount
equal to the Certificates' percentage interest of the
amount then on deposit in the Pre-Funding Account.]

Federal Income Tax
Consequences . . . . Subject to the qualifications set forth in "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" herein, special tax
counsel to the Depositor is of the opinion that, under
existing law, a Certificate will be treated as a debt
instrument for Federal, state and local income and
franchise tax purposes as of the Closing Date. Under
the Agreement, the Depositor and the
Certificateholders will agree to treat the
Certificates as indebtedness for Federal, state and
local income and franchise tax purposes. See
"CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" in the
Prospectus for additional information concerning the
application of Federal income taxes laws.

ERISA
Considerations . . . The Certificates may not be transferred to a fiduciary
of any employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or the Code, except upon satisfaction of
certain conditions. See "ERISA CONSIDERATIONS" in the
Prospectus.

Certificate Rating . . It is a condition to the issuance of the Certificates
that they be rated ________. See "RATING" herein and
"RISK FACTORS--Limited Nature of Rating" in
the Prospectus.

RISK FACTORS

Limited Liquidity. There is currently no market for the Certificates.
The Underwriters expect to make a market in the Certificates, but are not
obligated to do so. There can be no assurance that a secondary market will
develop or, if it does develop, that such market will provide
Certificateholders with liquidity of investment or that it will continue for
the life of the Certificates.

[The CABS and the Pre-Funding Account. On the Closing Date, the Depositor
will transfer to the Trust the approximately $___________ of Initial CABS and
the approximately $___________ Pre-Funded Amount for deposit in the Pre-Funding
Account. If the principal amount of eligible CABS conveyed to the Trust by the
Depositor during the Funding Period is less than the Pre-Funded Amount, the
Depositor will have insufficient CABS to sell to the Trust on the Subsequent
Transfer Dates, thereby resulting in a prepayment of principal to the
Certificateholders as described in the following paragraph. See "Social,
Economic and Other Factors" and "Trust's Relationship to the Depositor [and
____________]" below. In addition, any conveyance of Subsequent CABS is
subject to the satisfaction, on or before the related Subsequent Transfer Date,
of the following conditions precedent, among others: (i) each such Subsequent
Security must satisfy the eligibility criteria specified in the Trust
Agreement; (ii) the Depositor will not select such Subsequent CABS in a manner
that it believes is adverse to the interests of the Certificateholders; (iii)
as of the related Subsequent Cut-off Date, the CABS in the Trust at that time,
including the Subsequent CABS to be conveyed by the Depositor as of such
Subsequent Cut-off Date, will satisfy the parameters described under "The CABS
Pool" herein; and (iv) the Depositor shall have executed and delivered to the
Trust a written assignment conveying such Subsequent CABS to the Trust
(including a schedule identifying such Subsequent CABS). Moreover, any such
conveyance of Subsequent CABS made during any given Collection Period will also
be subject to the satisfaction, on or before the Payment Date following the end
of such Collection Period, of the following conditions subsequent, among
others: [(a) the Depositor will deliver certain opinions of counsel to the
Trustee and the Rating [Agency][Agencies] with respect to the validity of the
conveyance of all such Subsequent CABS conveyed during such Collection Period;
(b) the Trust and the Trustee shall have received written confirmation from a
firm of certified independent public accountants that, as of each applicable
Subsequent Cut-off Date, the CABS in the Trust at that time, including the
Subsequent CABS conveyed by the Depositor as of such Subsequent Cut-off Date,
satisfied the parameters described under "The CABS Pool" herein; and (c) the
Rating [Agency][Agencies] shall have each notified the Depositor in writing
that, following the addition of all such Subsequent CABS, [the Class ___] [each
class of the] Certificates will be rated at least "[______]" by the Rating
[Agency][Agencies][;provided, however, that the Depositor will immediately
repurchase any Subsequent CABS, at a price equal to the Purchase Amount
thereof, upon the failure of the Depositor to satisfy any of the foregoing
conditions subsequent with respect thereto. Such confirmation of the ratings
of the Certificates may depend on factors other than the characteristics of the
Subsequent CABS.

To the extent that amounts on deposit in the Pre-Funding Account have not
been fully applied to the conveyance of Subsequent CABS to the Trust by the end
of the Funding Period, the Certificateholders will receive, on the Payment Date

on or immediately following the last day of the Funding Period, a prepayment of
principal in an amount equal to the applicable Pre-Funded Percentage, in
respect of a class of the Certificates, of the Pre-Funded Amount remaining in
the Pre-Funding Account following the purchase of any Subsequent CABS on such
Payment Date. It is anticipated that the principal amount of Subsequent CABS
sold to the Trust will not be exactly equal to the amount on deposit in the
Pre-Funding Account and that therefore there will be at least a nominal amount
of principal prepaid to the Certificateholders.

Each Subsequent Security must satisfy the eligibility criteria specified
in the Trust Agreement at the time of its addition. Following the transfer of
Subsequent CABS to the Trust, the characteristics of the entire CABS Pool
included in the Trust may vary significantly from those of the Initial CABS.
See "The CABS Pool" herein.]

[Social, Economic and Other Factors. The ability of the Trust to purchase
Subsequent CABS is largely dependent upon a variety of social and economic
factors. However, the Depositor is unable to determine and has no basis to
predict whether or to which extent economic or social factors will affect the
availability of Subsequent CABS.]

Trust's Relationship to the Depositor. The Depositor is [not] generally
obligated to make any payments in respect of the Certificates or the CABS.

[The Enhancement. Although enhancement with respect to the Certificates
will be provided by the Enhancement, the amount available thereunder is
limited, is expected to decline during either Amortization Period and will be
reduced by draws made thereunder. If the amount available under the
Enhancement is no longer available, Certificateholders will each bear directly
the credit and other risks associated with their respective undivided interests
in the Trust. See "DESCRIPTION OF THE CERTIFICATES--The Enhancement."]

[Book-Entry Certificates. Issuance of the Certificates in book-entry form
may reduce the liquidity of such Certificates in the secondary trading market
since investors may be unwilling to purchase Certificates for which they cannot
obtain physical certificates.

Since transactions in the Certificates can be effected only through [DTC]
[CEDEL] [Euroclear], participating organizations, indirect participants and
certain banks, the ability of a Certificate Owner to pledge a Certificate to
persons or entities that do not participate in the [DTC] [CEDEL] [Euroclear] or
otherwise to take actions in respect of such Certificates, may be limited due
to lack of a physical certificate representing the Certificates.

Certificate Owners may experience some delay in their receipt of
distributions of interest and principal on the Certificates since such
distributions will be forwarded by the Trustee to [DTC] [CEDEL] [Euroclear] and
[DTC] [CEDEL] [Euroclear], will credit such distributions to the accounts of
its participants which will thereafter credit them to the accounts of
Certificates Owners either directly or indirectly through indirect
participants. See "DESCRIPTION OF THE CERTIFICATES--Book-Entry Certificates"
herein.]

Certificate Rating. The rating of the Certificates will depend primarily

on an assessment by the [rating agency] of the CABS [and upon the claims-paying
ability of the Enhancer. Any reduction in a rating assigned to the
claims-paying ability of the Enhancer below the rating initially given to the
Certificates may result in a reduction in the rating of the Certificates.] The
rating by the [rating Agency] of the Certificates is not a recommendation to
purchase, hold or sell the Certificates, inasmuch as such rating does not
comment as to the market price or suitability for a particular investor. There
is no assurance that the ratings will remain in place for any given period of
time or that the ratings will not be lowered or withdrawn by the Rating
Agencies. The ratings of the Certificates do not address the possibility of
the imposition of United States withholding tax with respect to non-U.S.
persons.

THE ENHANCER

[ ]

SERVICING

The information set forth below concerning __________ and its servicing
policies has been provided by __________. The Depositor makes no
representation as to the accuracy or completeness of such information.

The Master Servicer

The Master Servicer is ____________________.

The principal executive offices of the Master Servicer are located at
____________________ (Telephone: (___) ________).

Servicing

[ ]

Servicing Compensation and Payment of Expenses

The servicing compensation to be paid to the Master Servicer in respect of
its servicing activities will be paid to it from interest collections in
respect of the CABS and will be equal to _____% per annum (the "Master
Servicing Fee Rate") [on the aggregate outstanding principal balance of the
CABS]. Such servicing fee (the "Master Servicing Fee") will be paid as
described under "Description of the Certificates--Distributions on the
Certificates--Application of Interest Collections" herein. [All assumption
fees, late payment charges and other fees and charges, to the extent collected
from borrowers, will be retained by the Master Servicer as additional servicing
compensation.]

[The Master Servicer will pay certain ongoing expenses associated with the
Trust and incurred by it in connection with its responsibilities under the
Agreement, including, without limitation, payment of the fees and disbursements
of the Trustee, any custodian appointed by the Trustee, the Certificate
Registrar and any paying agent.]

MATURITY AND PREPAYMENT CONSIDERATIONS

The Agreement, except as otherwise described herein, provides that the
Certificateholders will be entitled to receive on each Payment Date
distributions of principal, in the amounts described herein, until the
Certificate Principal Balance is reduced to zero. [To the extent of losses
allocable to the Certificateholders, Certificateholders may receive as payment
of principal the amount of such losses from, in some instances, draws under the
Enhancement.] The level of losses may affect the rate of payment of principal
on the Certificates.

The underlying CABS collections on the Receivables may vary because,
among other things, borrowers may make payments during any month as
low as the minimum monthly payment for such month or as high as the entire
outstanding principal balance plus accrued interest and the fees and charges
thereon. It is possible that borrowers may fail to make scheduled payments.
Collections on the Receivables may vary due to seasonal purchasing and payment
habits of borrowers.

DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued pursuant to the Agreement. The form of
the Agreement has been filed as an exhibit to the Registration Statement of
which this Prospectus Supplement and the Prospectus is a part. The following
summaries describe certain provisions of the Agreement. The summaries do not
purport to be complete and are subject, and are qualified in their entirety by
reference to, all of the provisions of the Agreement. Wherever particular
sections or defined terms of the Agreement are referred to, such sections or
defined terms are hereby incorporated herein by reference.

General

The Certificates will be issued in denominations of $1,000 and integral
multiples thereof (except that one Certificate may be issued in a denomination
that is not an integral multiple of $1,000) and will evidence specified
undivided interests in the Trust. The property of the Trust will consist of,
to the extent provided in the Agreement: (i) each of the CABS that from time
to time are subject to the Agreement; (ii) collections on the CABS received
after the Cut-off Date; (iii) the Collection Account, the Distribution Account
[, Pre-Funding Account or any other account in the Trust] (excluding net
earnings thereon); and [(iv) the Enhancement or other assets]. Definitive
Certificates, if issued, will be transferable and exchangeable at the corporate
trust office of the Trustee, which will initially act as Certificate Registrar.
No service charge will be made for any registration, exchange or transfer of
Certificates, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge.

The aggregate undivided interest in the Trust represented by the [Class
__] Certificates as of the Closing Date (as defined herein) will equal
$__________ of principal (the "Original Certificate Principal Balance" and the
"Original Invested Amount"), which represents [ ]% of the Original Invested
Amount of the CABS. Following the Closing Date, the "Invested Amount" with
respect to any Payment Date will be an amount equal to the Original Invested

Amount minus the amount of Principal Collections previously distributed to
Certificateholders and minus the excess, if any, of the aggregate amount of
Investor Charge-Offs for all Payment Dates preceding such date, over the
aggregate amount of any reimbursements of Investor Charge-Offs for all Payment
Dates preceding such date. The principal amount of the outstanding
Certificates (the "Certificate Principal Balance") on any Payment Date is equal
to the Original Certificate Principal Balance minus the aggregate of amounts
actually distributed as principal to the Certificateholders. See "--
Distributions on the Certificates" below. Each Certificate represents the
right to receive payments of interest at the Certificate Rate and payments of
principal as described below.

Assignment of CABS

At the time of issuance of the Certificates, the Depositor will transfer
to the Trust all of its right, title and interest in and to each of the CABS,
including all collections received on or with respect to each of such CABS
subsequent to the Cut-off Date. The Trustee, concurrently with such transfer,
will deliver the Certificates (as defined in the Agreement) to the Depositor.
Each of the CABS transferred to the Trust will be identified on a schedule (the
"Schedule") delivered to the Trustee pursuant to the Agreement. Such Schedule
will include information as to the Cut-off Date balance of each of the CABS,
as well as information with respect to the rate.

The Agreement will require the Depositor to deliver to the Trustee (or a
custodian, as the Trustee's agent for such purpose) the CABS on or prior to the
Closing Date.

The Depositor will make certain representations and warranties as to the
accuracy in all material respects of certain information furnished to the
Trustee with respect to each of the CABS (e.g., Cut-off Date balance and the
pass-through rate). In addition, the Depositor will represent and warrant, on
the Closing Date, that, among other things, at the time of transfer to the
Trust, the Depositor has transferred all of its right, title and interest in
each of the CABS free of any lien. Upon discovery of a breach of any such
representation and warranty which materially and adversely affects the
interests of the Certificateholders [or the Enhancer] in the related documents,
the Depositor will have a period of __ days after discovery or notice of the
breach to effect a cure. If the breach cannot be cured within the __-day
period, the Depositor will be obligated to accept a retransfer of the CABS from
the Trust. The same procedure and limitations that are set forth in the
preceding paragraph for the retransfer of CABS will apply to the retransfer of
CABS that are required to be retransferred because of a breach of a
representation or warranty in the Agreement that materially and adversely
affects the interests of the Certificateholders.

Pursuant to the Agreement, the Master Servicer will service and administer
the CABS as more fully set forth above.

Payments on CABS; Deposits to Collection Account and Distribution Account

The Master Servicer has established and will maintain a single separate
trust account (the "Collection Account") for the benefit of the

Certificateholders. The Collection Account will be an Eligible Account, as
specified in the Agreement. Upon receipt by the Master Servicer of amounts in
respect of the CABS, the Master Servicer will deposit such amounts in the
Collection Account as are specified in the Agreement. Amounts so deposited
will be invested in Permitted Investments (as described in the Agreement)
maturing no later than one Business Day prior to the date on which the amount
on deposit therein is required to be deposited in the Distribution Account or
on such other date as may be approved by the Rating Agencies [and the
Enhancer]. Not later than the third Business Day prior to each Payment Date
(the "Determination Date"), the Master Servicer will notify the Trustee of the
amount of such deposit to be included in funds available for the related
Payment Date.

The Trustee will establish and maintain an account (the "Distribution
Account") into which will be deposited all amounts received on the CABS and
amounts withdrawn from the Collection Account for distribution in accordance
with the Agreement. The Distribution Account will be an Eligible Account.
Amounts on deposit therein will be invested in Permitted Investments maturing
on or before the Business Day prior to the related Payment Date.

Permitted Investments are specified in the Agreement and are limited to
investments which meet the criteria of the Rating Agencies from time to time as
being consistent with their then current ratings of the Certificates.

Allocations and Collections

Except as described below, all collections on the CABS will be allocated
in accordance with the Monthly Reports with respect to the CABS between amounts
collected in respect of interest and amounts collected in respect of principal.
[Amounts received from the CABS with respect to any Seller will not be used to
pay shortfalls on any CABS with respect to other Sellers.]

As to any Payment Date, "Interest Collections" will be equal to the sum of
interest distributions thereon received by the Trustee, as identified as such
on the Monthly Report during the related Collection Period. As to any Payment
Date, "Principal Collections" will be equal to the sum of the amounts collected
during the related Collection Period and allocated to principal identified as
such on the Monthly Report.

With respect to any Payment Date, the portion of Interest Collections
allocable to the Certificates will equal the product of (a) Interest
Collections for such Payment Date and (b) the Certificateholders' percentage
interest. Principal Collections will be allocated among the Certificateholders
in accordance with their percentage interests in the Trust.

Distributions on the Certificates

Beginning with the first Payment Date (which will occur on __________),
distributions on the Certificates will be made by the Trustee or the Paying
Agent on each Payment Date to the persons in whose names such Certificates are
registered at the close of business on the last day of the month preceding such
Payment Date (the "Record Date"). The term "Payment Date" means the
[__________ day of each [month] [quarter] [semi-annual period]] [or, if such
date is not the next succeeding Business Day following a CABS Payment Date,

then the next succeeding Business Day following such CABS Payment Date.]
Distributions will be made by check or money order mailed (or upon the request
of a Certificateholder owning Certificates having denominations aggregating at
least $5,000,000, by wire transfer or otherwise) to the address of the person
entitled thereto as it appears on the Certificate Register in amounts
calculated as described herein on the Determination Date. However, the final
distribution in respect of the Certificates will be made only upon presentation
and surrender thereof at the office or the agency of the Trustee specified in
the notice to Certificateholders of such final distribution. For purposes of
the Agreement, a "Business Day" is any day other than (i) a Saturday or Sunday
or (ii) a day on which banking institutions in the States of New York or
__________ are required or authorized by law to be closed.

Application of Interest Collections. On each Payment Date, the Trustee or
the Paying Agent will apply the Interest Collections as follows[, the priority
or inclusion of which shall be determined in the Agreement]:

(i) as payment for the accrued interest due and any overdue accrued
interest (with interest thereon) on the [Certificate Principal Balance]
[notional amount] of the Class [___] Certificates;

(ii) to pay the Master Servicing Fee;

[(iii)as payment for any amounts due for Enhancement;]

(iv) to pay Certificateholders the product of the Certificateholders'
percentage interest and any overdue principal for such Payment Date;

[(v) to reimburse prior draws made from the Enhancement (with interest
thereon at ______________________________);]

(vi) to pay principal on the Certificates;

[(vii)any other amounts required to be deposited in an account for the
benefit of the Enhancer or owed to the Enhancer pursuant to
__________________________]; and

(viii) any other amounts required to be paid pursuant to the
Agreement.

Payments to Certificateholders pursuant to clause (i) will be interest
payments on the Certificates. Payments to Certificateholders pursuant to
clauses (iv), (v) and (vi) will be principal payments on the Certificates and
will therefore reduce the Invested Amount and the Certificate Principal
Balance.

As to any Payment Date, the "Collection Period" is the period from but not
including the Due Date in the month preceding the month of such Payment Date
(or with respect to the first Payment Date, the Cut-off Date) through the Due
Date in the month of such Payment Date.

Interest will be distributed on each Payment Date at the Certificate Rate
for the related Interest Period (as defined below). The "Certificate Rate" for
a Payment Date will generally equal to [Adjustable Rate] [Variable Rate] [ %]

per annum. Notwithstanding the foregoing, in no event will the amount of
interest required to be distributed in respect of the Certificates on any
Payment Date exceed a rate equal to the rate for the CABS, weighted on the
basis of balance of the CABS as of the commencement of the preceding Collection
Period.

Interest on the Certificates in respect of any Payment Date will accrue on
the Certificate Principal Balance from the preceding Payment Date (or in the
case of the first Payment Date, from the Closing Date) through the day
preceding such Payment Date (each such period, an "Interest Period") on the
basis of [the actual number of days in the Interest Period and a 360-day year]
[a 360 day year consisting of twelve thirty-day months]. Interest payments on
the Certificates will be funded from Certificate Interest Collections [and, if
necessary, from draws on the Enhancement.]

Distributions of Principal Collections. On each Payment Date, the Trustee
or Paying Agent will apply Principal Colllections as follows. [The priority of
which shall be determined in the Agreement.]

(a) payment of amounts specified in amounts due under (i) through (iv)
above; and

(b) distribution in payment of principal or appropriate in [Amortization
Period] [Controlled Amortization Period] [Rapid Amortization Period].

The Paying Agent. The Paying Agent shall initially be the Trustee,
together with any successor thereto in such capacity (the "Paying Agent").
The Paying Agent shall have the revocable power to withdraw funds from
the Distribution Account for the purpose of making distributions to the
Certificateholders.

[Amortization Events

As described above, the Controlled Amortization Period will continue
through the Payment Date in _______, unless an Amortization Event occurs prior
to such date in which case Amortization Period will commence prior to such
date. "Amortization Event" refers to any of the following events:

(a) failure on the part of the Depositor (i) to make a payment or
deposit required under the Agreement within ____ Business Days after the
date such payment or deposit is required to be made, (ii) to record
assignments when required or (iii) to observe or perform in any material
respect any other covenants or agreements of the Depositor set forth in the
Agreement, which failure continues unremedied for a period of __ days after
written notice;

(b) any representation or warranty made by the Depositor in the
Agreement proves to have been incorrect in any material respect when made
and continues to be incorrect in any material respect for a period of _____
days after written notice and as a result of which the interests of the
Certificateholders are materially and adversely affected; provided,
however, that an Amortization Event shall not be deemed to occur if the
Depositor has repurchased the CABS during such period (or within an
additional __ days with the consent of the Trustee) in accordance with the

provisions of the Agreement;

(d) the Trust becomes subject to regulation by the Securities and
Exchange Commission as an investment company within the meaning of the
Investment Company Act of 1940, as amended;

(e) an Event of Servicing Termination occurs under the Agreement
(other than the event described in clause (iv) of the definition thereof);
or

[(f) when aggregate principal draws under the Enhancement exceed __%
of the Pool Balance as of the Cut-off Date.]

In the case of any event described in clause (a), (b) or (e), an
Amortization Event will be deemed to have occurred only if, after the
applicable grace period described in such clauses, either the Trustee or
Certificateholders holding Certificates evidencing more than __% of the
percentage interests [or the Enhancer], by written notice to the Depositor and
the Master Servicer (and to the Trustee, if given by the Certificateholders)
declare that an Amortization Event has occurred as of the date of such notice.
In the case of any event described in clause (c), (d) [or (f)], an Amortization
Event will be deemed to have occurred without any notice or other action on the
part of the Trustee or the Certificateholders immediately upon the occurrence
of such event.

In addition to the consequences of an Amortization Event discussed above,
if the Depositor voluntarily files a bankruptcy petition or goes into
liquidation or any person is appointed a receiver or bankruptcy trustee of the
Depositor, on the day of any such filing or appointment the Depositor will
promptly give notice to the Trustee of any such filing or appointment. Within
__ days, the Trustee will publish a notice of the liquidation or the filing or
appointment stating that the Trustee intends to sell, dispose of or otherwise
liquidate the CABS in a commercially reasonable manner and to the best of its
ability. Unless otherwise instructed within a specified period by
Certificateholders representing undivided interests aggregating more than __%
of the aggregate principal amount of the Certificates, the Trustee will sell,
dispose of or otherwise liquidate the CABS in a commercially reasonable manner
and on commercially reasonable terms. [The remaining proceeds from the sale,
disposition or liquidation of the CABS will [first] be paid to the Enhancer to
the extent of unreimbursed draws under the Enhancement and other amounts owing
to the Enhancer pursuant to the Enhancement Agreement.] Any [remaining]
amounts will be treated as collections allocable to the Certificateholders and
the Certificateholders' percentage interest of such remaining proceeds will be
distributed to the Certificateholders on the date such proceeds are received
(the "Dissolution Distribution Date"). If the portion of such proceeds
allocable to the Certificateholders are not sufficient to pay in full the
remaining amount due on the Certificates, the Certificateholders will suffer a
corresponding loss. [The Enhancement will not be available to cover any such
loss.]

Notwithstanding the foregoing, if a conservator, receiver or

trustee-in-bankruptcy is appointed for the Depositor and no Amortization Event
exists other than such conservatorship, receivership or insolvency of the
Depositor, the conservator, receiver or trustee-in-bankruptcy may have the
power to prevent the commencement of the Amortization Period or the sale of
CABS described above.]

[In addition, the CABS are subject to Amortization Events, Series ____
Payout Events and/or Liquidation Events. In the event an Amortization Event,
Series ____ Payout Event or Liquidation Event occurs with respect to any CABS,
a pro rata amortization of the Certificates will occur as specified in the
Agreement.]

[The Enhancement]

[To follow]

Reports to Certificateholders

[To follow]

Collection and Other Servicing Procedures on CABS

[To follow]

Servicing Compensation and Payment of Expenses

[The Master Servicer will receive from interest collections in respect of
the CABS a portion of such interest collections as a [monthly] [quarterly]
[semi-annual] servicing fee (the "Master Servicing Fee") in the amount of ___%
per annum (the "Master Servicing Fee Rate") [on the aggregate principal balance
of the CABS].

The Master Servicer will pay certain ongoing expenses associated with the
Trust and incurred by it in connection with its responsibilities under the
Agreement, including, without limitation, payment of the fees and disbursements
of the Trustee, any custodian appointed by the Trustee, the Certificate
Registrar and any paying agent.]

Evidence as to Compliance

The Agreement provides for delivery on or before _____ in each year,
beginning _______, to the Trustee of an annual statement signed by an officer
of the Master Servicer to the effect that the Master Servicer has fulfilled its
material obligations under the Agreement throughout the preceding calendar
year, except as specified in such statement.

On or before _____ of each year, beginning ______, the Master Servicer
will furnish a report prepared by the internal audit division of the Master
Servicer to the Trustee, [the Enhancer] and the Rating Agencies to the effect
that such auditors have examined certain documents and the records relating to

servicing of the CABS under the Agreement and that, on the basis of such
examination, the auditors believe that such servicing was conducted in
compliance with the Agreement except for (a) such exceptions as the auditors
believe to be immaterial and (b) such other exceptions as shall be set forth in
such report. Such internal auditor's report will be accompanied by a letter of
a firm of nationally recognized independent public accountants (who may also
render other services to the Master Servicer or the Depositor) as to the
accuracy of such report based on a review conducted in accordance with
standards established by the American Institute of Certified Public
Accountants.

Certain Matters Regarding the Master Servicer and the Depositor

The Agreement provides that the Master Servicer may not resign from its
obligations and duties thereunder, except in connection with a permitted
transfer of servicing, unless (i) such duties and obligations are no longer
permissible under applicable law with any other activities of a type and nature
presently carried on by it or (ii) upon the satisfaction of the following
conditions: (a) the Master Servicer has proposed a successor servicer to the
Trustee in writing and such proposed successor servicer is reasonably
acceptable to the Trustee; (b) the Rating Agencies have confirmed to the
Trustee that the appointment of such proposed successor servicer as the Master
Servicer will not result in the reduction or withdrawal of the then current
rating of the Certificates[; and (c) such proposed successor servicer is
reasonably acceptable to the Enhancer.] No such resignation will become
effective until the Trustee or a successor servicer has assumed the Master
Servicer's obligations and duties under the Agreement.

The Master Servicer may perform any of its duties and obligations under
the Agreement through one or more subservicers or delegates, which may be
affiliates of the Master Servicer. Notwithstanding any such arrangement, the
Master Servicer will remain liable and obligated to the Trustee and the
Certificateholders for the Master Servicer's duties and obligations under the
Agreement, without any diminution of such duties and obligations and as if the
Master Servicer itself were performing such duties and obligations.

The Agreement provides that the Master Servicer will indemnify the Trust
and the Trustee from and against any loss, liability, expense, damage or injury
suffered or sustained as a result of the Master Servicer's actions or omissions
in connection with the servicing and administration of the CABS which are not
in accordance with the provisions of the Agreement. Under the Agreement, the
Depositor will indemnify an injured party for the entire amount of any losses,
claims, damages or liabilities arising out of or based on the Agreement. The
Depositor will also indemnify each Certificateholder for any such losses,
claims, damages or liabilities (other than those incurred by a
Certificateholder in the capacity of an investor in the Certificates) except to
the extent that they arise from any action by any Certificateholder. In the
event of an Event of Servicing Termination resulting in the assumption of
servicing obligations by a successor Master Servicer, the successor Master
Servicer will indemnify the Depositor for any losses, claims, damages and
liabilities of the Depositor as described in this paragraph arising from the
successor Master Servicer's actions or omissions. The Agreement provides that
neither the Depositor nor the Master Servicer nor their directors, officers,
employees or agents will be under any other liability to the Trust, the

Trustee, the Certificateholders or any other person for any action taken or for
refraining from taking any action pursuant to the Agreement. However, neither
the Depositor nor the Master Servicer will be protected against any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or
gross negligence of the Depositor or the Master Servicer in the performance of
its duties under the Agreement or by reason of reckless disregard of its
obligations thereunder. In addition, the Agreement provides that the Master
Servicer will not be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its servicing responsibilities under
the Agreement and which in its opinion may expose it to any expense or
liability. The Master Servicer may, in its sole discretion, undertake any such
legal action which it may deem necessary or desirable with respect to the
Agreement and the rights and duties of the parties thereto and the interest of
the Certificateholders thereunder.

Any corporation into which the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Master Servicer shall be a party, or any corporation
succeeding to the business of the Master Servicer shall be the successor of the
Master Servicer hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything in the Agreement
to the contrary notwithstanding.

Events of Servicing Termination

"Events of Servicing Termination" will consist of: (i) any failure by the
Master Servicer to make any deposit required under the Agreement, which failure
continues unremedied for [ ] Business Days after the giving of written
notice of such failure to the Master Servicer by the Trustee, or to the Master
Servicer and the Trustee by Certificateholders evidencing an aggregate,
undivided interest in the Trust of at least 51% of the Certificate Principal
Balance; (ii) any failure by the Master Servicer duly to observe or perform in
any material respect any other of its covenants or agreements in the Agreement
which materially and adversely affects the interests of the Certificateholders
and continues unremedied for [ ] days after the giving of written notice of
such failure to the Master Servicer by the Trustee, or to the Master Servicer
and the Trustee by Certificateholders evidencing an aggregate, undivided
interest in the Trust of at least [ ]% of the Certificate Principal Balance;
(iii) the occurrence of an "Insolvency Event" (as defined in the Agreement)
with respect to the Master Servicer or (iv) a change in control (as defined in
the Securities Exchange Act of 1934) of the Master Servicer and the debt rating
of the entity succeeding to such ownership not being rated investment grade by
the Rating Agencies. Under certain circumstances, the Enhancer with the
consent of Certificateholders evidencing an aggregate, undivided interests in
the Trust of at least [ ]% of the Certificate Principal Balance may deliver
written notice to the Master Servicer terminating all the rights and
obligations of the Master Servicer under the Agreement.

Notwithstanding the foregoing, a delay in or failure of performance
referred to under clause (i) above for a period of [ ] Business Days or
referred to under clause (ii) above for a period of [ ] Business Days, shall
not constitute an Event of Servicing Termination if such delay or failure could
not be prevented by the exercise of reasonable diligence by the Master Servicer
and such delay or failure was caused by an act of God or other similar

occurrence. Upon the occurrence of any such event the Master Servicer shall
not be relieved from using its best efforts to perform its obligations in a
timely manner in accordance with the terms of the Agreement and the Master
Servicer shall provide the Trustee, the Depositor[, the Enhancer] and the
Certificateholders prompt notice of such failure or delay by it, together with
a description of its efforts to so perform its obligations.

Rights Upon an Event of Servicing Termination

So long as an Event of Servicing Termination remains unremedied, either
the Trustee, or Certificateholders evidencing an aggregate, undivided interest
in the Trust of at least __% of the Certificate Principal Balance [or the
Enhancer,] may terminate all of the rights and obligations of the Master
Servicer under the Agreement, whereupon the Trustee will succeed to all the
responsibilities, duties and liabilities of the Master Servicer under the
Agreement and will be entitled to similar compensation arrangements. In the
event that the Trustee would be obligated to succeed the Master Servicer but is
unwilling or unable so to act, it may appoint, or petition a court of competent
jurisdiction for the appointment of a servicer with all licenses and permits
required to perform its obligations under the Agreement and having a net worth
of at least $________ [and reasonably acceptable to the Enhancer] to act as
successor to the Master Servicer under the Agreement. Pending such
appointment, the Trustee will be obligated to act in such capacity unless
prohibited by law. Such successor will be entitled to receive the same
compensation that the Master Servicer would otherwise have received (or such
lesser compensation as the Trustee and such successor may agree). A receiver
or conservator for the Master Servicer may be empowered to prevent the
termination and replacement of the Master Servicer where the only Event of
Servicing Termination that has occurred is an Insolvency Event.

Amendment

The Agreement may be amended from time to time by the Master Servicer, the
Depositor and the Trustee [and with the consent of the Enhancer], but without
the consent of the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions therein which may be inconsistent with any other
provisions of the Agreement, to add to the duties of the Depositor or the
Master Servicer or to add or amend any provisions of the Agreement as required
by the Rating Agencies in order to maintain or improve any rating of the
Certificates (it being understood that, after obtaining the ratings in effect
on the Closing Date, neither the Depositor, the Trustee nor the Master Servicer
is obligated to obtain, maintain, or improve any such rating) or to add any
other provisions with respect to matters or questions arising under the
Agreement which shall not be inconsistent with the provisions of the Agreement,
provided that such action will not, as evidenced by an opinion of counsel,
materially and adversely affect the interests of any Certificateholder [or the
Enhancer]; provided, that any such amendment will not be deemed to materially
and adversely affect the Certificateholders if the person requesting such
amendment obtains a letter from the Rating Agencies stating that such amendment
would not result in a downgrading of the Certificates. The Agreement may also
be amended from time to time by the Master Servicer, the Depositor, and the
Trustee, with the consent of Certificateholders evidencing an aggregate,
undivided interest in the Trust of at least __% of the Certificate Principal
Balance [and the Enhancer] for the purpose of adding any provisions to or

changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of the Certificateholders, provided that
no such amendment will (i) reduce in any manner the amount of, or delay the
timing of, collections of payments on the CABS or distributions which are
required to be made on any Certificate without the consent of the holder of
such Certificate or (ii) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of the holders of all Certificates then
outstanding or (iii) adversely affect the interests of any Certificateholder
[or the Enhancer].

Mandatory Repurchase

Cash distributions to Certificateholders will be made[, on a pro rata
basis,] on the Payment Date on or immediately following the last day of the
Funding Period in the event that any amount remains on deposit in the
Pre-Funding Account after giving effect to the purchase of all Subsequent CABS,
including any such purchase on such date (a "Mandatory Repurchase"). The
aggregate principal amount of [each class of] Certificates to be redeemed will
be an amount equal to the certificates' percentage interest of the amount then
on deposit in the Pre-Funding Account.]

Termination; Retirement of the Certificates

The Trust will terminate on the Payment Date following the later of [(A)
payment in full of all amounts owing to the Enhancer] and (B) the earliest of
(i) the Payment Date on which the Certificate Principal Balance of each Class
of Certificates of each Series has been reduced to zero, (ii) the final payment
or other liquidation of the last Security in the Trust [and (iii) the Payment
Date in __________, on which date the Enhancement will be available to pay any
outstanding Certificate Principal Balance.] [The Certificates will be subject
to optional retransfer to the Depositor on any Payment Date after the
Certificate Principal Balance is reduced to an amount less than or equal to __%
of the Original Certificate Principal Balance [and all amounts due and owing to
the Enhancer and unreimbursed draws on the Enhancement, together with interest
thereon, as provided under the Enhancement Agreement,] have been paid. The
retransfer price will be equal to the sum of the outstanding Certificate
Principal Balance and accrued and unpaid interest thereon at the Certificate
Rate through the day preceding the final Payment Date.] In no event, however,
will the Trust created by the Agreement continue after the death of certain
individuals named in the Agreement. Written notice of termination of the
Agreement will be given to each Certificateholder, and the final distribution
will be made only upon surrender and cancellation of the Certificates at an
office or agency appointed by the Trustee which will be specified in the notice
of termination.

In addition, the Trust may be liquidated as a result of certain events of
bankruptcy, insolvency or receivership relating to the Depositor. See
"Amortization Events" herein.

The Trustee

The commercial bank or trust company serving as Trustee may have normal
banking relationships with the Depositor and/or their affiliates, including the
Master Servicer.

The Trustee may resign at any time, in which event the Depositor will be
obligated to appoint a successor Trustee[, as approved by the Enhancer.] The
Depositor may also remove the Trustee if the Trustee ceases to be eligible to
continue as such under the Agreement or if the Trustee becomes insolvent. Upon
becoming aware of such circumstances, the Depositor will be obligated to
appoint a successor Trustee[, as approved by the Enhancer]. Any resignation or
removal of the Trustee and appointment of a successor Trustee will not become
effective until acceptance of the appointment by the successor Trustee.

No holder of a Certificate will have any right under the Agreement to
institute any proceeding with respect to the Agreement unless such holder
previously has given to the Trustee written notice of default and unless
Certificateholders evidencing an aggregate, undivided interest in the Trustee
of at least __% of the Certificate Principal Balance have made written requests
upon the Trustee to institute such proceeding in its own name as Trustee
thereunder and have offered to the Trustee reasonable indemnity and the Trustee
for __ days has neglected or refused to institute any such proceeding. The
Trustee will be under no obligation to exercise any of the trusts or powers
vested in it by the Agreement or to make any investigation of matters arising
thereunder or to institute, conduct or defend any litigation thereunder or in
relation thereto at the request, order or direction of any of the
Certificateholders, unless such Certificateholders have offered to the Trustee
reasonable security or indemnity against the cost, expenses and liabilities
which may be incurred therein or thereby.

Certain Activities

Except as otherwise provided in the Agreement, the Trust will not (i)
borrow money; (ii) make loans; (iii) invest in securities for the purpose of
exercising control; (iv) underwrite securities; (v) except as provided in the
Agreement, engage in the purchase and sale (or turnover) of investments; (vi)
offer securities in exchange for property (except Certificates for the CABS);
or (vii) repurchase or otherwise reacquire its securities. See "--Evidence as
to Compliance" above for information regarding reports as to the compliance by
the Master Servicer with the terms of the Agreement.

USE OF PROCEEDS

The net proceeds to be received from the sale of the Certificates will be
applied by the Depositor towards the purchase of the CABS. [The CABS will have
been acquired by the Depositor from LSSI in privately negotiated
transactions.]

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Characterization of the Certificates as Indebtedness

Based on the application of existing law to the facts as set forth in the
Agreement and other relevant documents, Brown & Wood LLP, special counsel to the
Depositor ("Special Tax Counsel"), will advise the Depositor, upon each
issuance of a Series of Certificates, that the Certificates of such Series will

be treated as indebtedness for Federal, state and local income and franchise
tax purposes. See "Certain Federal Income Tax Considerations" in the
Prospectus.

UNDERWRITING

The Underwriter is obligated to purchase all the Series [ ]
Certificates offered hereby if any are purchased.

Distribution of the Series [ ] Certificates will be made by the
Underwriter from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. Proceeds to the
Depositor, before deducting expenses payable by the Depositor, will be [ ]%
of the aggregate original principal amount of the Certificates as of the
Cut-off Date, plus accrued interest at the [applicable] [initial] [weighted
Average] Certificate Rate from the Cut-off Date. In connection with the
purchase and sale of the Series [ ] Certificates, the Underwriter may be
deemed to have received compensation from the Depositor in the form of
underwriting discounts.

The Underwriter is an affiliate of the Depositor, and the participation by
the Underwriter in the offering of the Certificates complies with Schedule E of
the by-laws of the National Association of Securities Dealers, Inc. regarding
underwriting securities of an affiliate.

The Underwriting Agreement provides that the [Seller] [Depositor] will
indemnify the Underwriter against certain liabilities, including liabilities
under the Securities Act, or contribute to payments the Underwriter may be
required to make in respect thereof.

LEGAL MATTERS

Certain legal matters with respect to the Certificates will be passed upon
for the Depositor by Brown & Wood LLP and for the Underwriters by Brown & Wood
LLP, New York, New York.

RATING

It is a condition to issuance that the Certificates be rated
______________.

A securities rating addresses the likelihood of the receipt by
Certificateholders of distributions on the CABS. The rating takes into
consideration the characteristics of the CABS and the structural, legal and tax
aspects associated with the Certificates. The ratings on the Certificates do
not, however, constitute statements regarding the likelihood or frequency of

prepayments on the CABS or the possibility that Certificateholders might
realize a lower than anticipated yield.

Schedule I

Class _

CUSIP #________ Rating:________

[monthly][quarterly]
[semi-annual] Aggregate
Aggregate Interest Payment Interest Payment
Interest Payment Dates Notional Amount on Single Class on Single Class
- ---------------------- --------------- --------------- ---------------
On each Payment $__________ $_____ $_____
Date commencing on
_____________, and
thereafter until the
Class __ Certificates
have been paid in full.
In the case of the first
Interest Payment Date,
interest will accrue
from and including the
Closing Date to but
excluding the __________
Interest Payment Date.

Class __

CUSIP #________ Rating:________

Minimum Interest Rate
Principal Aggregate Face Amount Authorized on Principal
Payment Dates of Principal Component Denomination Component
- ------------- ---------------------- ------------ -------------
Commencing with the $__________ $_____ ___%
______________
Distribution Date,
and thereafter until
the Class _ Certif-
icates have been
paid in full.

[monthly][quarterly]
[semi-annual]
Monthly Interest Aggregate Interest
Payment on Single Payment on Single
Interest Payment Dates Class Class
- ---------------------- ----------------- -----------------
On each Payment $______ $______
Date commencing on
_____________ and

thereafter until the
Class _ Certificates
have been paid in full.
In the case of the first
Interest Payment Date,
interest will accrue from
and including the Closing
Date to but excluding the
______________ Interest
Payment Date.

Appendix 1
THE SELLER

[General description of the Seller (if originator of the Receivables
portfolio) and its credit card business.]

[Account Underwriting]

[Creation of Accounts]

[Billing and Payments]

[Delinquencies and Loss Experiences

[Revenue and Yield Experience]

[Interchange]

[Competition]

[Composition by Credit Limit]

[Composition By Account Age]

[Geographic Distribution of Accounts and Receivables]

[Monthly Payment Rates]

Appendix 2

DESCRIPTION OF THE CABS

Index of Principal Terms

Term Page No

Accounts. . . . . . . . . . . . . . . . . . . . . . . .
Accumulation Period . . . . . . . . . . . . . . . . . .
Agreement . . . . . . . . . . . . . . . . . . . . . . .
Alternative Principal Payment . . . . . . . . . . . . .
Amortization Event. . . . . . . . . . . . . . . . . . .
BIF . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Day. . . . . . . . . . . . . . . . . . . . . .
CABS. . . . . . . . . . . . . . . . . . . . . . . . . .
CABS Index. . . . . . . . . . . . . . . . . . . . . . .
(CABS) Payment Date . . . . . . . . . . . . . . . . . .
CABS Trustee. . . . . . . . . . . . . . . . . . . . . .
Cede. . . . . . . . . . . . . . . . . . . . . . . . . .
Certificateholders. . . . . . . . . . . . . . . . . . .
Certificate Interest Collections. . . . . . . . . . . .
Certificate Owner . . . . . . . . . . . . . . . . . . .
Certificate Principal Balance . . . . . . . . . . . . .
Certificate Rate. . . . . . . . . . . . . . . . . . . .
Certificates. . . . . . . . . . . . . . . . . . . . . .
Collection Account. . . . . . . . . . . . . . . . . . .
Collection Period . . . . . . . . . . . . . . . . . . .
Controlled Amortization Amount. . . . . . . . . . . . .
Controlled Amortization Period. . . . . . . . . . . . .
Definitive Certificate. . . . . . . . . . . . . . . . .
Depositor Company . . . . . . . . . . . . . . . . . . .
Determination Date. . . . . . . . . . . . . . . . . . .
Dissolution Distribution Date . . . . . . . . . . . . .
Distribution Account. . . . . . . . . . . . . . . . . .
DTC . . . . . . . . . . . . . . . . . . . . . . . . . .
Eligible Account. . . . . . . . . . . . . . . . . . . .
Enhancement . . . . . . . . . . . . . . . . . . . . . .
Enhancement Trust . . . . . . . . . . . . . . . . . . .
Enhancer. . . . . . . . . . . . . . . . . . . . . . . .
ERISA . . . . . . . . . . . . . . . . . . . . . . . . .
Events of Servicing Termination . . . . . . . . . . . .
Expected Final Payment Date . . . . . . . . . . . . . .
Interest Collections. . . . . . . . . . . . . . . . . .
Interest Period . . . . . . . . . . . . . . . . . . . .
Investment Amount . . . . . . . . . . . . . . . . . . .
LSSI. . . . . . . . . . . . . . . . . . . . . . . . . .
Master Servicer . . . . . . . . . . . . . . . . . . . .
Maximum Principal Payment . . . . . . . . . . . . . . .
Monthly Report. . . . . . . . . . . . . . . . . . . . .
Original Certificate Principal Balance and Original
Invested Amount . . . . . . . . . . . . . . . . . . .
Paying Agent. . . . . . . . . . . . . . . . . . . . . .
Percentage Interest . . . . . . . . . . . . . . . . . .
Pool Balance. . . . . . . . . . . . . . . . . . . . . .
Principal Collections . . . . . . . . . . . . . . . . .
Principal Funding Account . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . . . . . . .

Record Date . . . . . . . . . . . . . . . . . . . . . .
Representative. . . . . . . . . . . . . . . . . . . . .
SAIF. . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule. . . . . . . . . . . . . . . . . . . . . . . .
Seller. . . . . . . . . . . . . . . . . . . . . . . . .
Series. . . . . . . . . . . . . . . . . . . . . . . . .
Servicing Fee . . . . . . . . . . . . . . . . . . . . .
Servicing Fee Rate. . . . . . . . . . . . . . . . . . .
Special Tax Counsel . . . . . . . . . . . . . . . . . .
Treasury Rate . . . . . . . . . . . . . . . . . . . . .
Trust . . . . . . . . . . . . . . . . . . . . . . . . .
Trustee . . . . . . . . . . . . . . . . . . . . . . . .
Underwriters. . . . . . . . . . . . . . . . . . . . . .
Underwriter Agreement . . . . . . . . . . . . . . . . .

Glossary of Terms Defined

"Accounts" means [consumer] [corporate] [revolving] [credit card] [charge
card] [debit card] accounts

"Accumulation Period" means the period beginning at the close of business
on and continuing until the earliest of (a) the commencement of an
Amortization Event, (b) payment of the Certificate Principal Balance of the
Certificates in full or (c) the Series Termination Date.

"Agreement" means the Master Pooling and Servicing agreement dated as of
[ ].

"Alternative Principal Payment" means ___________________________________
_______________________________________________________________________.

"Amortization Event" means Such an event refers to any of the following
events:

(a) failure on the part of the Company (i) to make a payment or
deposit required under the Agreement within Business Days after the date
such payment or deposit is required to be made, (ii) to record assignments
or (iii) to observe or perform in any material respect any other covenants
or agreements of the Company set forth in the Agreement, which failure
continues unremedied for a period of days after written notice;

(b) any representation or warranty made by the Company in the
Agreement proves to have been incorrect in any material respect when made
and continues to be incorrect in any material respect for a period of days
after written notice and as a result of which the interests of the
Certificateholders are materially and adversely affected; provided,
however, that an Amortization Event shall not be deemed to occur if the
Company has repurchased the CABS during such period (or within an
additional days with the consent of the Trustee) in accordance with the
provisions of the Agreement;

(d) the Trust becomes subject to regulation by the Securities and
Exchange Commission as an investment company within the meaning of the
Investment Company Act of 1940, as amended;

(e) an Event of Servicing Termination occurs under the Agreement
(other than the event described in clause (iv) of the definition thereof);
or

[(f) when aggregate principal draws under the Enhancement exceed % of
the Pool balance as of the Cut-off Date.]

"Business Day" means any day other than (i) a Saturday or Sunday or (ii) a
day on which banking institutions in the States of New York or are required or
authorized by law to be closed.

"CABS" are certain asset backed certificates.

"CABS Index" is the rate of interest on securities equalling [Adjustable
Rate] [Variable Rate] [ %] per annum.

"(CABS) Payment Date" is the [ ] day of each [month] [quarter]
[semi-annual] period or if such [ _ ] day is not a Business Day, the next
succeeding Business Day, on which interest with respect to the Certificates
will be distributed.

"CABS Trustee" is the Trustee for the holders of securities.

"Cede" means Cede & Co.

"Certificateholders" mean the holders of the certificates.

"Certificate Interest Collections" mean the portion of interest
collections allocable to the Certificates.

"Certificate Owner" means a person acquiring a beneficial ownership
interest in the Certificates.

"Certificate Principal Balance" means the principal amount of the
outstanding Certificates.

"Certificate Rate" means the rate at which interest will accrue on the
[Class _] Certificates equal to the rate of [Adjustable Rate] [Variable Rate] [
%] per annum.

"Certificates" mean [Adjustable Rate] [Variable Rate] [ ] Asset Backed
Certificate, Series [_].

"Collection Account" means the account where the Master Servicer will
deposit or will cause to be deposited Interest Collections and Principal
Collections in respect of the CABS.

"Collection Period" means the period from but not including the Due Date
in the month preceding the month of such Payment Date (or, with respect to the
first Payment Date, the Cut-off Date) through the Due Date in the month of such
Payment Date.

"Controlled Amortization Amount" means __________________________________
_____________________________________________________.

"Controlled Amortization Period" means the period beginning on the first
Payment Date and, unless an Amortization Event shall have occurred, ending on
the Payment Date.

"Definitive Certificate" means a definitive certificate representing a
Certificate Owner's interest.

"Depositor Company" is Lehman ABS Corporation.

"Determination Date" is the Business Day prior to each Payment Date.

"Dissolution Distribution Date" is the date on which remaining amounts of
the proceeds from the sale, disposal or liquidation of the CABS will be treated
as collections allocable to the Certificateholders and the Certificateholders'
percentage interest of such remaining proceeds will be distributed to the
Certificateholders.

"Distribution Account" is the account where the Trustee will deposit or
will cause to be deposited Interest Collections and Principal Collections in
respect of the CABS.

"DTC" is The Depository Trust Company.

"Eligible Account" is an account that is (i) maintained with a depository
institution whose debt obligations at the time of any deposit therein have the
highest short-term debt rating by the rating agencies, (ii) one or more
accounts with a depository institution which accounts are fully insured by
either SAIF or BIF of the Federal Deposit Insurance Corporation established by
such fund with a minimum long-term unsecured debt rating of Baa3, (iii) a trust
account maintained with a Trustee or (iv) otherwise acceptable to each Rating
Agency as evidenced by a letter from such Rating Agency to the Trustee, without
reduction or withdrawal of their then current ratings of the Certificates [and
acceptable to the Enhancer].

"Enhancement" is enhancement issued to the Certificates pursuant to the
Agreement.

"Enhancement Trust" is the trust that issues the enhancement.

"Enhancer" is the provider of Enhancement.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"Events of Servicing Termination" are defined as events consisting of (i)
any failure by the Master Servicer to deposit in the Distribution Account any
deposit required to be made under the Agreement, which failure continues
unremedied for three business days after the giving of written notice of such
failure to the Master Servicer by the Trustee, or to the Master Servicer and
the Trustee by Certificateholders evidencing an aggregate, undivided interest
in the Trust of at least 51% of the Certificate Principal Balance; (ii) any
failure by the master servicer duly to observe or perform in any material
respect any other of its covenants or agreements in the Agreement which
materially and adversely affects the interests of the Certificateholders and
continues unremedied for 60 days after the giving of written notice of such
failure to the Master Servicer by the Trustee, or to the Master Servicer and
the Trustee by Certificateholders evidencing an aggregate undivided interest in
the trust of at least 51% of the Certificate Principal Balance; (iii) the
occurrence of an Insolvency Event with respect to the Master Servicer or (iv) a
change in control (as defined in the Securities and Exchange Act of 1934) of
the Master Servicer and the debt rating of the entity succeeding to such
ownership not being rated investment grade by Rating Agencies.

"Expected Final Payment Date" is the [ ] Payment Date upon which
Certificateholders will be entitled to receive as payment an amount equal to

the outstanding Certificate Balance.

"Interest Collections" is the amount equal to the sum of interest
distributions thereon received by the Trustee, as identified as such on the
Monthly Report during the related Collection Period.

"Interest Period" means the period from the preceding payment date (or in
the case of the first Payment Date, from the Closing Date) through the day
preceding such Payment Date.

"Investment Amount" is the amount equal to the Original Invested Amount
minus the amount of Principal Collections previously distributed to
Certificateholders.

"LIBOR" is the arithmetic mean of London interbank offered quotations for
one-month Eurodollar deposits.

"Liquidation Loss Amount" is the amount by which (x) the CABS' pro rata
share of the principal component of the required distribution amount for the
CABS for the preceding CABS Payment Date exceeds (y) the amount actually
distributed on the CABS and allocable to principal on such preceding CABS
Payment Date or Dates.

"LSSI" is Lehman Special Securities, Inc.

"Master Servicer" is [ ], as Master Servicer.

"Master Servicing Fee" is the monthly portion of interest collections that
the Master Servicer will receive on each Payment Date in respect of the CABS.

"Master Servicing Fee Rate" is the % per annum that determines the
Servicing Fee amount.

"Maximum Principal Payment" is the amount equalling the product of the
Certificateholders' percentage interest and Principal Collections for such
Payment Date.

"Monthly Report" is the most recent monthly report.

"Original Certificate Principal Balance and Original Invested Amount" is
the aggregate undivided interest in the Trust represented by the Class _]
Certificates as of the Closing Date equalling $ of principal.

"Paying Agent" shall initially be the Trustee, together with any successor
thereto in such capacity, who shall have the revocable power to withdraw funds
from the Distribution Account for the purpose of making distributions to the
Certificateholders.

"Percentage Interest" is interest in the Trust evidenced by a [Class ]
Certificate.

"Principal Collections" is the amount equal to the sum of the amounts
collected during the related Collection Period and allocated to principal
identified as such on the monthly report.

"Principal Funding Accounts" are trust accounts where collections of
Principal Receivables and certain other amounts allocable to holders of the
Certificates will be deposited on each Payment Date during the Accumulation
Period.

"Receivables" are [consumer] [revolving] [credit card] [charge card]
[debit card] receivables.

"Record Date" is the last day of the month preceding such Payment Date.

"Representative" is Shearson Lehman Brothers Inc.

"SAIF" is the Savings Association Insurance Fund.

"Schedule" is the schedule used to identify each Private Security
transferred to the Trust.

"Seller" is the source of purchase of the Receivables.

"Series" is a series of Certificates.

"Treasury Rate" is the average yield on U.S. Treasury Securities, adjusted
to a constant maturity of __ years.

"Trust" refers to Lehman Credit Card Master Trust.

"Trustee" is [ ], as trustee.

"Underwriters" are the named underwriters for whom Shearson Lehman
Brothers Inc. represents.

"Underwriting Agreement" is the underwriting agreement, dated
__________________.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE SELLER
OR THE UNDERWRITER[S]. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR ANY SALE HEREUNDER, SHALL NOT,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES OR THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE DEPOSITOR OR THE TRUST SINCE SUCH DATES.
__________

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
Page
Summary of Terms. . . . . . . . . .
Risk Factors. . . . . . . . . . . .
The Enhancer . . . . . . . . . . .
Servicing . . . . . . . . . . . . .
Maturity and Prepayment
Considerations. . . . . . . . . .
Description of the Certificates . .
Use of Proceeds . . . . . . . . . .
Certain Federal Income
Tax Consequences. . . . . . . . .
Underwriting. . . . . . . . . . . .
Legal Matters . . . . . . . . . . .
Rating . . . . . . . . . . . . . .
Index of Principal Terms. . . . . .

PROSPECTUS

Summary of Terms. . . . . . . . . .
Risk Factors. . . . . . . . . . . .
Description of the Certificates
Trust Assets Enhancement. . . . .
Servicing of Receivables. . . . . .
The Agreements. . . . . . . . . . .
Certain Legal Aspects of
the Receivables . . . . . . . . .
The Depositor . . . . . . . . . . .
Use of Proceeds . . . . . . . . . .
Certain Federal Income Tax
Consequences. . . . . . . . . . .
State Tax Considerations. . . . . .
ERISA Considerations. . . . . . . .
Plan of Distribution. . . . . . . .
Legal Matters . . . . . . . . . . .

[LOGO]

Lehman Card Account

Master Trust

[Fixed][Variable][Adjustable]
Asset Backed [Senior/Subordinate] Certificates,

Series [ ]

[LOGO]

Depositor

____________________________

PROSPECTUS SUPPLEMENT
____________________________

LEHMAN BROTHERS

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1997

PROSPECTUS SUPPLEMENT Version #3
(To Prospectus dated )

[(Approximate)]
LEHMAN CARD ACCOUNT TRUST
[Adjustable Rate] [Variable Rate] [ %] Asset Backed [Certificates][Notes],
Series [Class __] [Certificates][Notes]

The [Adjustable Rate] [Variable Rate] [ %] Asset Backed
[Certificates][Notes] (collectively, the "[Certificates][Notes]"), will
represent interests in the Lehman Card Account Trust (the "Trust") to be created
by Lehman ABS Corporation (the "Depositor") pursuant to a [Trust
Agreement][Indenture] dated as of __________, 199_, between the Depositor and
_________________, as [trustee][owner trustee][indenture trustee] (the
["Trustee"]["Owner Trustee"]["Indenture Trustee"]). Terms used and not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Prospectus dated September __, 1993 attached hereto (the
"Prospectus").

The Trust will consist of certain asset backed certificates or notes
(collectively, the "CABS") issued pursuant to a pooling and servicing agreement,
master pooling and servicing agreement, sale and servicing agreement, indenture
or trust agreement (the "Agreement"). The CABS evidence interests in a trust
fund created by the Agreement, the property of which includes a portfolio of
[consumer] [revolving] [credit card] [charge card] [debit card] receivables
(collectively, the "Receivables") generated or to be generated from time to time
in the ordinary course of business in a portfolio of [consumer] [revolving]
[credit card] [charge card] [debit card] accounts (collectively, the
"Accounts"), all monies due in payment of the Receivables [transferred to the
Trust by the Depositor on or prior to the Closing Date] [and monies on deposit
in a trust account (the "Pre-Funding Account")] and certain other properties, as
more fully described herein.

The [Class __] [Certificates][Notes] offered hereby will have an initial
aggregate principal balance of approximately $____________[, and will evidence
in the aggregate an initial beneficial ownership interest of approximately
_____% in the Trust]. [The Class __ [Certificates] [Notes] offered hereby will
have a notional principal balance of approximately $_________[, and will
evidence in the aggregate an initial beneficial ownership interest of
approximately ____% in the Trust]. The Class __ [Certificates][Notes] are
entitled only to distributions of a portion of the interest on the CABS and are
not entitled to any distributions in respect of principal.] [The Class __
[Certificates][Notes][, which are not offered hereby,] [will evidence in the
aggregate an approximate ____% undivided interest in the Trust.] [The rights
of the Class __ [Certificateholders][Noteholders] to receive distributions with
respect to the CABS are subordinated to the rights of the [Class __] [and Class
__] [Certificateholders][Noteholders] to the extent described herein and in the
Prospectus]. See "Description of the [Certificates][Notes]--General".

Interest will accrue on the [Class __] [Certificates][Notes] at the rate of
[Adjustable Rate] [Variable Rate] [____%] per annum (the "[Certificate][Note]

Rate"). Interest [and principal] with respect to the [Class __]
[Certificates][Notes] will be distributed on the [ ] day of each [month]
[quarter] [semi-annual period] or, if such [ ] day is not a Business Day (as
defined herein), the next succeeding Business Day (the "Payment Date"),
commencing [ ]. Principal with respect to the [Class __]
[Certificates][Notes] will be distributed on each Payment Date commencing on
the [ ] Payment Date, or earlier in certain circumstances described herein.

There is currently no market for the [Certificates][Notes] offered hereby
and there can be no assurance that such a market will develop or if it does
develop that it will continue. See "RISK FACTORS" herein.
____________________

THE [CERTIFICATES][NOTES] REPRESENT [INTERESTS IN] [OBLIGATIONS OF] THE TRUST
ONLY AND DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE
[TRUSTEE][OWNER TRUSTEE] [INDENTURE TRUSTEE] OR ANY AFFILIATE THEREOF,
EXCEPT TO THE EXTENT PROVIDED HEREIN. NEITHER THE [CERTIFICATES][NOTES]
NOR THE ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The Series ____ [Certificates][Notes] offered hereby will be purchased by
Lehman Brothers Inc. (the "Underwriter") from the Depositor and will be offered
by the Underwriter from time to time to the public in negotiated transactions
or otherwise at varying prices to be determined at the time of sale. Proceeds
to the Depositor, before deducting expenses payable by the Depositor, will be
[ ]% of the aggregate original principal amount of the [Certificates][Notes]
as of ___ , [ ] (the "Closing Date"), plus accrued interest at the
applicable [Certificate][Note] Rates thereon from the Closing Date.

The [Certificates][Notes] are offered subject to prior sale and subject to
the Underwriters' right to reject orders in whole or in part. It is expected
that the [Certificates][Notes] will be [delivered in book-entry form]
[available for delivery] [through the facilities of [The Depository Trust
Company] [CEDEL S.A.] [Euroclear System]] at the office of ________ on or about
__________. [The [Certificates][Notes] will be offered in Europe and the
United States of America.] ____________________

Lehman Brothers

The date of this Prospectus Supplement is , .

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
[CERTIFICATES][NOTES] AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.

Until ninety days after the date of this Prospectus Supplement, all dealers
effecting transactions in the [Certificates][Notes], whether or not
participating in this distribution, may be required to deliver a Prospectus
Supplement and Prospectus. This is in addition to the obligation of dealers
acting as underwriters to deliver a Prospectus Supplement and Prospectus with
respect to their unsold allotments or subscriptions.

____________________

The [Certificates][Notes] offered hereby constitute part of a separate
series of Asset Backed [Certificates][Notes] being offered by Lehman ABS
Corporation from time to time pursuant to its Prospectus dated September _,
1993. This Prospectus Supplement does not contain complete information about
the offering of the [Certificates][Notes]. Additional information is contained
in the Prospectus and investors are urged to read both this Prospectus
Supplement and the Prospectus in full. Sales of the [Certificates][Notes] may
not be consummated unless the purchaser has received both this Prospectus
Supplement and the Prospectus.

SUMMARY

The following summary of certain pertinent information is qualified in its
entirety by reference to the detailed information appearing elsewhere in this
Prospectus Supplement and the accompanying Prospectus. Certain capitalized
terms used herein are defined elsewhere in the Prospectus Supplement or in the
Prospectus.

Securities Offered: [Adjustable Rate] [Variable Rate] [ %]
Asset Backed [Certificates][Notes], Series
_____ [Class __] (the "[Certificates]
[Notes]").

Trust: Lehman Card Account Trust.

Depositor: Lehman ABS Corporation.

[Trust Agreement]
[Indenture]: The [Certificates][Notes] will be issued
pursuant to a [Trust Agreement][Indenture]
dated as of __________, [ ] (the "[Trust
Agreement][Indenture]") between the Depositor
and ______________ in its capacity as
[trustee][owner trustee][indenture trustee]
(the ["Trustee"]["Owner Trustee"]["Indenture
Trustee"]). Pursuant to the [Trust
Agreement][Indenture], the Depositor will
transfer the CABS to the [Trustee][Owner
Trustee][Indenture Trustee] in exchange for
the [Certificates][Notes]. The [Trustee]
[Owner Trustee][Indenture Trustee] will
allocate each distribution of principal
and interest on CABS among the [Certificates]
[Notes] in accordance with the
[Trust Agreement][Indenture].

CABS: The CABS are described in Schedule 1 to this
Prospectus Supplement. The CABS will consist
of certain eligible asset backed certificates
or notes, as more fully described herein, each
issued pursuant to a pooling and servicing
agreement, master pooling and servicing
agreement, sale and servicing agreement,
indenture or trust agreement (the
"Agreement").

[On , [ ] (the "Closing Date"),
the Depositor will assign and transfer CABS
(the "Initial CABS") having an aggregate
principal balance of approximately $
as of [ ] (the "Initial Cut-off
Date"), to the Trust pursuant to a [Trust

Agreement][Indenture] to be dated as of
, [ ] (as amended and
supplemented from time to time, the ["Trust
Agreement"]["Indenture"]), by and between the
Trust and the Depositor. On and following the
Closing Date, pursuant to the [Trust
Agreement][Indenture], the Depositor will be
obligated, subject only to the availability
thereof, to sell, and the Trust will be
obligated to purchase, subject to the
satisfaction of certain conditions set forth
therein, additional CABS (the "Subsequent
CABS") from time to time during [such time as
is specified herein] (the "Funding Period")
having an aggregate principal balance equal to
approximately $ (such amount being
equal to an amount on deposit in the Pre-
Funding Account (the "Pre-Funded Amount") on
the Closing Date). The Depositor will
designate as a cutoff date (each a "Subsequent
Cutoff Date") the date as of which particular
Subsequent CABS are conveyed to the Trust. It
is expected that certain of the Subsequent
CABS arising between the Initial Cutoff Date
and the Closing Date will be conveyed to the
Trust on the Closing Date and that other
Subsequent CABS will be conveyed to the Trust
as frequently as [daily] thereafter on dates
specified by the Depositor (each date on which
Subsequent CABS are conveyed to the Trust
being referred to as a "Subsequent Transfer
Date") occurring during the Funding Period.
[See "Description of the [Trust Agreement]
[Indenture] -- Sale and Assignment of CABS;
Subsequent CABS" herein.]

The Initial CABS have been selected, and the
Subsequent CABS will be selected, from the
CABS owned by the Depositor based on the
criteria specified in the [Trust Agreement]
[Indenture] and described herein.

Following the transfer of Subsequent CABS to
the Trust, the characteristics of the entire
pool of CABS included in the Trust may vary
significantly from those of the Initial CABS.
See "Risk Factors -- The CABS and the Pre-Funding
Account" and "The CABS Pool" herein.]

The CABS will be registered in the name of the
[Trustee][Owner Trustee][Indenture Trustee] or
its nominee and all distributions on each
Payment Date for the CABS will be made to the
[Trustee][Owner Trustee][Indenture Trustee].

The [Trustee][Owner Trustee][Indenture
Trustee] will allocate each month's dis-
tributions of principal and interest on the
CABS among the Classes of [Certificates]
[Notes] in accordance with the [Trust
Agreement][Indenture]. See "Description of
the Offered [Certificates][Notes]--
Distributions" herein.

[Description of
Certificates: Each Certificate will represent an undivided
interest in the Trust as described herein.]

[Description of Notes: The Notes will be secured by the assets of the
Trust pursuant to the Indenture.]

[Class __: [Represents] [Evidences] $__________ aggregate
principal amount of CABS payable on each
Payment Date beginning _________ (or sooner
under certain limited circumstances as
described herein, plus interest thereon at
[Adjustable Rate] [Variable Rate] [ %] per
annum payable [monthly] [quarterly] [semi-
annually] on each Payment Date.]

[Class __: Represents interest at [Adjustable Rate]
[Variable Rate] [ %] per annum on
$__________ outstanding [Class ] notional
amount for the preceding [monthly] [quarterly]
[semi-annual] payable [monthly] [quarterly]
[semi-annually] on each Payment Date. The
notional amount for the [Class ]
[Certificates][Notes] is equal to the
outstanding principal balance of the CABS, but
is used solely for purposes of determining
interest payments and certain other rights of
holders of [Class ] [Certificates][Notes]
and does not represent any interest in or
right to receive principal payments.]

[Class : [Represents] [Evidences] $ ___ aggregate
principal amount of CABS and is entitled to
distributions in respect of principal with
disproportionate, nominal or no distributions
in respect of interest.]

Interest Payments: Interest will accrue on the unpaid principal
amount of the [Class __] [Certificates][Notes]
at the per annum rate specified herein [and
interest will accrue on the notional amount of
the Class __ [Certificates][Notes] at the per
annum rate specified herein]. Except as
otherwise provided herein, interest will be
distributed to [Certificateholders]

[Noteholders] on each Interest Payment Date.

[Distributions will be made pro rata to
[Class ] Certificateholders according to the
ratio that the interest rate on the
[Certificates] [Notes] bears to the interest
rate on the CABS. See "Description of the
[Certificates][Notes]--Payments of Interest"
herein.]

Interest Payment Date: On each Payment Date commencing on _________
and thereafter until the [Class __]
[Certificates][Notes] have been paid in full.
In the case of the first Interest Payment
Date, interest will accrue from and including
the Closing Date to but excluding the
_________ Interest Payment Date.

Principal Payments: [No principal will be payable to [Class __]
[Certificateholders][Noteholders] until the
___________ Payment Date [or, upon the
occurrence of an Amortization Event, the first
Payment Date with respect to the Rapid
Amortization Period], as described herein.]

[The Class __ [Certificates][Notes] do not
have a [certificate][note] principal balance,
and are entitled only to distributions of a
portion of the interest received on the CABS
and are not entitled to any distributions in
respect of principal.]

[The Class __ [Certificates][Notes] are
entitled only to distributions of principal.]

Principal Payment Date: Commencing with the ___________ Payment Date,
and thereafter until the [Class __]
[Certificates][Notes] have been paid in full.

Payment Date: Payments on the [Certificates][Notes] will be
made on each day that payments of principal or
interest are made on the CABS as described
herein [or as otherwise described in the
[Trust Agreement][Indenture]].

Record Date: Payments on the [Certificates][Notes] will be
made to [Certificateholders][Noteholders] in
whose name the [Certificates][Notes] were
registered at the close of business on the
last day of the month prior to the month in
which such payment occurs.

[Combination of
[Certificates][Notes]: During any Combination Period and upon payment

of a Combination Fee, a [Certificateholder]
[Noteholder] may surrender to the [Trustee]
[Owner Trustee][Indenture Trustee]] such
[Certificates][Notes] in the relative
proportions, by principal amount, specified
herein. Upon such surrender, the
[Certificateholder][Noteholder] will be
entitled to receive, in exchange, a like
principal amount of the CABS. The Combination
Fee will equal ___% of the principal amount of
the [Certificates][Notes] so surrendered,
determined after giving effect to payments of
principal to be made thereon on the following
Payment Date. The procedure for exchanging
such [Certificates][Notes] will differ
slightly from the foregoing if the Beneficial
Owner of such [Certificates][Notes] is an
employee benefit plan subject to ERISA (as
defined under "ERISA Considerations" herein).
A Holder may exchange [Certificates][Notes]
[monthly][quarterly] on any Business Day
during the periods [ ] (each, a
"Combination Period"), commencing [ ].
However, the right to exchange [Certificates]
[Notes] will expire [ ]. See "Description
of the [Certificates][Notes] -- Combination of
[Certificates][Notes]" herein.]

[Mandatory Prepayment: The [Certificates][Notes] will be prepaid, in
part, pro rata on the basis of their initial
principal amounts, on the Payment Date on or
immediately following the last day of the
Funding Period in the event that any amount
remains on deposit in the Pre-Funding Account
after giving effect to the purchase of all
Subsequent CABS, including any such purchase
on such date. The aggregate principal amount
of [Certificates] [Notes] to be prepaid will
be an amount equal to the [Certificates]
[Notes] [percentage interest of][entitlement
to] the amount then on deposit in the Pre-
Funding Account.]

[Pre-Funding Account: During the period (the "Funding Period") from
and including the Closing Date until the
earliest of (i) the date on which (a) the
amount on deposit in the Pre-Funding Account
is less than $ , (b) an Amortization
Event occurs or (c) certain events of
insolvency occur with respect to the Depositor
or (ii) the close of business on the
Payment Date, the Pre-Funded Amount will be
maintained as an account in the name of the
[Trustee][Owner Trustee][Indenture Trustee]

(the "Pre-Funding Account"). The Pre-Funded
Amount will initially equal approximately
$ , and during the Funding Period,
will be reduced by the amount thereof used to
purchase Subsequent CABS in accordance with
the [Trust Agreement][Indenture]. The
Depositor expects that the Pre-Funded Amount
will be reduced to less than $ by the
Payment Date. Any Pre-Funded Amount remaining
at the end of the Funding Period will be
payable to the [Certificateholders]
[Noteholders] [pro rata] in proportion to the
respective [percentage interest][entitlement]
of each class of the [Certificates][Notes].]

Certain Federal Income
Tax Consequences: Subject to the qualifications set forth in
"Certain Federal Income Tax Consequences"
herein, special tax counsel to the Depositor
is of the opinion that, under existing law,
the Trust will be classified as a [grantor
trust under the Internal Revenue Code of 1986,
as amended (the "Code"), and not as an
association taxable as a corporation] [as an
owner trust and the Notes will be treated as
debt instruments for Federal, state and local
income and franchise tax purposes as of the
Closing Date.] See "Certain Federal Income
Tax Consequences" herein.

Legal Investment: Institutions whose investment activities are
subject to legal investment laws and regula-
tions or to review by certain regulatory
authorities may be subject to restrictions on
investment in the [Certificates][Notes]. See
"Legal Investment Considerations" herein.

ERISA: Under current law the purchase and holding of
the [Certificates][Notes] by or on behalf of
any employee benefit plan (a "Plan") subject
to the fiduciary responsibility provisions of
the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), may result in a
"prohibited transaction" within the meaning of
ERISA and the Code. Consequently, [Certif-
icates][Notes] may not be transferred to a
proposed transferee that is a Plan subject to
ERISA or that is described in Section
4975(e)(1) of the Code, or a person acting on
behalf of any such Plan or using the assets of
such plan unless the [Trustee][Owner
Trustee][Indenture Trustee] and the Depositor
receive the opinion of counsel described under
"ERISA Considerations" herein.

Rating: It is a condition to the issuance of the
[Certificates][Notes] that they be rated in
[one of the four highest] rating categories by
at least one nationally recognized rating
agency (each a "Rating Agency"). There is no
assurance that such rating will continue for
any period of time or that it will not be re-
vised or withdrawn entirely by such rating
agency if, in its judgment, circumstances so
warrant. A revision or withdrawal of such
rating may have an adverse effect on the
market price of the [Certificates][Notes]. A
security rating is not a recommendation to
buy, sell or hold securities.

RISK FACTORS

Limited Liquidity. There is currently no secondary market for the
[Certificates][Notes]. Lehman Brothers currently intends to make a market in
the [Certificates][Notes] but is under no obligation to do so. There can be no
assurance that a secondary market will develop in the [Certificates][Notes] or,
if a secondary market does develop, that it will provide holders of the
[Certificates][Notes] with liquidity of investment or will continue for the
life of the [Certificates][Notes].

[The CABS and the Pre-Funding Account. On the Closing Date, the Depositor
will transfer to the Trust the approximately $ of Initial CABS and
the approximately $ Pre-Funded Amount for deposit in the Pre- Funding
Account. If the principal amount of eligible CABS conveyed to the Trust by the
Depositor during the Funding Period is less than the Pre-Funded Amount, the
Depositor will have insufficient CABS to sell to the Trust on the Subsequent
Transfer Dates, thereby resulting in a prepayment of principal to the
[Certificateholders][Noteholders] as described in the following paragraph. See
"Social, Economic and Other Factors" and "Trust's Relationship to the Depositor
[and ]" below. In addition, any conveyance of Subsequent CABS is
subject to the satisfaction, on or before the related Subsequent Transfer Date,
of the following conditions precedent, among others: (i) each of such
Subsequent CABS must satisfy the eligibility criteria specified in the [Trust
Agreement][Indenture]; (ii) the Depositor will not select such Subsequent CABS
in a manner that it believes is adverse to the interests of the
[Certificateholders][Noteholders]; (iii) as of the related Subsequent Cutoff
Date, the CABS in the Trust at that time, including the Subsequent CABS to be
conveyed by the Depositor as of such Subsequent Cutoff Date, will satisfy the
parameters described under "The CABS Pool" herein; and (iv) the Depositor shall
have executed and delivered to the Trust a written assignment conveying such
Subsequent CABS to the Trust (including a schedule identifying such Subsequent
CABS). Moreover, any such conveyance of Subsequent CABS made during any given
Collection Period will also be subject to the satisfaction, on or before the
Payment Date following the end of such Collection Period, of the following
conditions subsequent, among others: [(a) the Depositor will deliver certain
opinions of counsel to the [Trustee][Owner Trustee][Indenture Trustee] and the
Rating [Agency][Agencies] with respect to the validity of the conveyance of all
such Subsequent CABS conveyed during such Collection Period; (b) the Rating
[Agency] [Agencies] shall have each notified the Depositor in writing that,
following the addition of all such Subsequent CABS, [the Class ] [each class
of the] [Certificates] [Notes] will be rated at least "[ ]" by the Rating
[Agency] [Agencies]] [;provided, however, that the Depositor will immediately
repurchase any Subsequent CABS, at a price equal to the Purchase Amount
thereof, upon the failure of the Depositor to satisfy any of the foregoing
conditions subsequent with respect thereto. Such confirmation of the ratings
of the [Certificates] [Notes] may depend on factors other than the
characteristics of the Subsequent CABS.

To the extent that amounts on deposit in the Pre-Funding Account have not
been fully applied to the conveyance of Subsequent CABS to the Trust by the end
of the Funding Period, the [Certificateholders][Noteholders] will receive, on
the Payment Date on or immediately following the last day of the Funding
Period, a prepayment of principal in an amount equal to the applicable

Pre-Funded Percentage, in respect of a class of the [Certificates][Notes], of
the Pre-Funded Amount remaining in the Pre-Funding Account following the
purchase of any Subsequent CABS on such Payment Date. It is anticipated that
the principal amount of Subsequent CABS sold to the Trust will not be exactly
equal to the amount on deposit in the Pre-Funding Account and that therefore
there will be at least a nominal amount of principal prepaid to the
[Certificateholders][Noteholders].

Each of the Subsequent CABS must satisfy the eligibility criteria specified
in the [Trust Agreement][Indenture] at the time of its addition. Following the
transfer of Subsequent CABS to the Trust, the characteristics of the pool of
CABS included in the Trust may vary significantly from those of the Initial
CABS. See "The CABS Pool" herein.]

[Social, Economic and Other Factors. The ability of the Depositor to
acquire Subsequent CABS is largely dependent upon a variety of social and
economic factors. However, the Depositor is unable to determine and has no
basis to predict whether or to which extent economic or social factors will
affect the availability of Subsequent CABS.]

Trust's Relationship to the Depositor. The Depositor is [not] generally
obligated to make any payments in respect of the [Certificates][Notes] or the
CABS.

Maturity Assumptions. The rate of payment of principal of each Class [ ]
[Certificate][Note], the aggregate amount of each distribution on and the yield
to maturity of all [Certificates][Notes] will depend on the rate of payment of
principal (including prepayments) of the CABS. [The CABS are subject to
prepayment upon the occurrence of any Amortization Event, which may result from
the occurrence of the events described herein and in the prospectus used in
connection with the offering of the CABS.]

[The rate of payment of principal of the Class [ ] [Certificates][Notes]
may also be affected by the repurchase by [ ] of the CABS at a purchase
price equal to [ ]% of the principal balance thereof plus, accrued and unpaid
interest, which right is exercisable only after the aggregate principal balance
of the CABS is less than [ ]% of their original principal balance. In such
event the repurchase price paid by [ ] would be passed through to the Class
[ ] [Certificateholders][Noteholders] as a payment of principal.]

[The yield to maturity on the [Class ] [Certificates][Notes], which are
being offered without any original principal amount, is extremely sensitive to
the rate of payment or prepayment of the CABS. Investors should fully consider
the associated risks, including the risk that if the rate of principal payment
on the CABS is rapid the investors may not recoup their initial investment.
See "Yield on the Series _____ [Certificates][Notes] and Prepayments of the
CABS".]

Considerations Regarding CABS; Recent Developments. Prospective investors
in Series ______ [Certificates][Notes] should consider carefully the factors
set forth under "Special Considerations" in any excerpted sections of the
prospectus relating to the CABS for certain additional considerations relating
to the CABS and investments backed by Receivables. Neither the Depositor nor
the Underwriter participated in the preparation of the prospectus relating to

the CABS or the offering of the CABS, and the information provided therein or
in the publicly available documents referred to below is not guaranteed as to
accuracy or completeness, and is not to be construed as a representation, by
the Depositor or the Underwriter. In particular, information set forth in any
excerpted sections of the prospectus relating to the CABS speaks only as of the
date of the prospectus relating to the CABS; there can be no assurance that
events have not occurred, which have not yet been publicly disclosed, that
would affect the accuracy or completeness of any statements included in any
excerpted sections of the prospectus relating to the CABS or in the publicly
available documents filed by or on behalf of the CABS Trust.

[[ ], as originator of the CABS Trust, is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Accordingly, [ ] files annual and periodic reports and other
information with the Commission. Copies of such reports and other information
may be inspected and copies at certain offices of the Commission at the
addresses listed under "Available Information" in the Prospectus relating to
the CABS.]

[Describe any other recent material developments that may exist from such
publicly available information.]

Rating of the [Certificates][Notes]. It is a condition to the issuance and
sale of each Class of the [Certificates][Notes] that they each be rated in [one
of the four highest] rating categories by at least one nationally recognized
Rating Agency. A rating is not a recommendation to purchase, hold or sell
[Certificates][Notes], inasmuch as such rating does not comment as to market
price or suitability for a particular investor. The ratings address the
likelihood of the receipt of distributions due on the [Certificates][Notes]
pursuant to their terms. However, a Rating Agency does not evaluate, and the
ratings of the [Certificates][Notes] do not address, the possibility that
investors may receive a lower yield than anticipated or the possibility that
holders of the [Certificates][Notes] may not receive the return of their
initial principal. There can be no assurance that a rating will remain for any
given period of time or that a rating will not be lowered or withdrawn entirely
by a Rating Agency if in its judgment circumstances in the future so warrant.

DESCRIPTION OF THE [CERTIFICATES][NOTES]

General

The [Certificates][Notes] will be issued pursuant to the [Trust Agre-
ement][Indenture] dated as of ________, 199_, between the Depositor and
____________, as [Trustee][Owner Trustee][Indenture Trustee]. The Depositor
will provide a copy of the [Trust Agreement][Indenture] to prospective
investors without charge upon request.

The following summaries describe certain terms of the [Certificates]
[Notes] and the [Trust Agreement][Indenture]. The summaries do not purport to
be complete and are subject to, and qualified in their entirety by reference
to, the provisions of the [Trust Agreement][Indenture]. Wherever particular
defined terms of the [Trust Agreement][Indenture] are referred to, such defined
terms are thereby incorporated herein by reference. See "The [Trust
Agreement][Indenture]" herein for a summary of additional terms of the [Trust
Agreement][Indenture].

The [Certificates][Notes] will be issued in fully registered form only and
will represent undivided interests in the Trust. The [Class __]
[Certificates][Notes] will be freely transferable and exchangeable at the
corporate trust office of the [Trustee][Owner Trustee][Indenture Trustee] at
its Corporate Trust Department.

Payments on [Certificates][Notes]

Payments on the [Certificates][Notes], as described below, will be made by
the [Trustee][Owner Trustee][Indenture Trustee] on the applicable Payment Date
to persons in whose names the [Certificates][Notes] are registered on the
Record Date. Distributions to each [Certificateholder][Noteholder] will be
made by wire transfer to an account specified in writing by such holder as of
the preceding Record Date or in such other manner as may be agreed to by the
[Trustee][Owner Trustee][Indenture Trustee] and such holder. The final
distribution in retire- ment of a [Certificate][Note] will be made only upon
surrender of the [Certificate][Note] to the [Trustee][Owner Trustee][Indenture
Trustee] at the office thereof specified in the notice to
[Certificateholders][Noteholders] of such final distribution. Notice will be
mailed prior to the Payment Date on which the final distribution of principal
[and interest] on a [Class __] [Certificate][Note] [ or interest on a Class __
[Certificate][Note]] is expected to be made to the holder thereof.

Payments of Interest

[Certificateholders][Noteholders] will be entitled to receive the
distributions of interest on the CABS made on the related Payment Date. The
[Certificateholders][Noteholders] of [Class __] [Certificates][Notes] will be
entitled to receive interest at an annual rate equal to [Adjustable Rate]
[Variable Rate] [ %] on the aggregate principal amount of the [Class __]
[Certificates][Notes]. [The [Certificateholders][Noteholders] of Class __
[Certificates][Notes] will be entitled to receive interest at a rate equal to
____% on the notional amount of the Class __ [Certificates][Notes]]. Interest
will be calculated on the basis of [the actual number of days in the Interest

Period and a 360-day year] [a 360-day year consisting of twelve 30-day months].
Amounts allocable to the [Class __] [and Class __] [Certificates][Notes] will
be distributed to the [Certificateholders][Noteholders] of such class of [Class
__] [or Class __] [Certificate][Note], as applicable, in proportion to the
respective Percentage Interests represented by such Class of
[Certificates][Notes].

If on any Interest Payment Date the distribution of interest on the CABS is
greater or less than the amount of interest payable on the [Certificates]
[Notes] pursuant to the preceding paragraph on such Interest Payment Date, such
difference shall be allocated pro rata among all the [Certificates][Notes]
based on their respective Percentage Interests. Principal distributions on the
CABS shall not be available to pay interest on the [Certificates][Notes].
Interest with respect to the [Certificates][Notes] due but not paid on any
Interest Payment Date will be due on the next succeeding Interest Payment Date
with additional interest on such amount at the applicable rate.

Payments of Principal

[Certificateholders][Noteholders] of the [Class __] [Certificates][Notes]
will be entitled to receive on each Principal Payment Date the distribution of
principal on the CABS for such Payment Date. Amounts distributable in
respect of the [Class __] [Certificates][Notes] will be distributed to the
[Certificateholders][Noteholders] of [Class __] [Certificates][Notes] in
proportion to the respective Percentage Interests represented by such
[Certificates][Notes]. Interest distributions on the CABS shall not be
available to pay principal of the [Certificates][Notes]. [No distributions of
principal of the CABS will be made until the ___________ Principal Payment Date
[or, upon the occurrence of an Amortization Event, the first Payment Date with
respect to the Amortization Period.]

The principal balance of the [Class __] [Certificates][Notes] at any time
will be equal to the outstanding principal balance of the CABS at such time.
As more fully described herein, the outstanding principal balance of the CABS
will be reduced as a result of principal payments on the Receivables that are
distributed in respect of the CABS.

Combination of [Certificates][Notes]

Right to Exchange Combined [Certificates][Notes]. On any Business Day
during a Combination Period, a [Certificateholder][Noteholder] may surrender to
the [[Trustee] [Owner Trustee][Indenture Trustee]] such [Certificates][Notes]
(the "Combined [Certificates][Notes]") in the following proportions, by
principal amount:

Combined [Certificates][Notes]
Proportion

Upon such surrender, the [Certificateholder][Noteholder] will be entitled to
receive, in exchange, a like principal amount of CABS. Such CABS will have an
unpaid principal balance equal to the outstanding principal amount of the
Combined [Certificates][Notes], in each case determined after giving effect to

the principal payments to be made thereon on the Payment Date in the month
following such Combination Period. A Holder may exchange Combined
[Certificates][Notes] [monthly][quarterly] on any Business Day during the
periods [ ], commencing [ ]. However, the right to exchange Combined
[Certificates][Notes] will expire on [ ].

Combination Fee. Lehman Brothers will charge a Combination Fee for each
exchange of Combined [Certificates][Notes] equal to ____% of the unpaid
principal amount of such Combined [Certificates][Notes], determined after
giving effect to the principal payments to be made thereon on the Payment Date
in the month following the related Combination Period.

Procedure for Exchange. A Holder desiring to effectuate an exchange of
Combined [Certificates][Notes] on any Business Day within a Combination Period
must notify the [Trustee][Owner Trustee][Indenture Trustee] in writing or by
telecopy not earlier than the [ ] Business Day and not later than the [ ]
Business Day preceding the desired exchange date within such Combination
Period, which notice will become irrevocable on the [ ] Business Day
preceding such exchange date, except as provided below. The address of the
[Trustee][Owner Trustee][Indenture Trustee] is _________________ (telefax
_________). Promptly after receipt of such notice, the [Trustee][Owner
Trustee][Indenture Trustee] will provide the [Certificateholder][Noteholder]
with instructions for delivering the Combined [Certificates][Notes] and the
Combination Fee to the [Trustee][Owner Trustee][Indenture Trustee] by wire
transfer. Unless such notice contains an affirmative statement by such
[Certificateholder][Noteholder] that the Beneficial Owner of the Combined
[Certificates][Notes] is an employee benefit plan subject to ERISA, such
Beneficial Owner, as defined herein, will be conclusively presumed by Lehman
Brothers and the [Trustee][Owner Trustee][Indenture Trustee] not to be such a
Plan and the surrender of Combined [Certificates][Notes] by such
[Certificateholder][Note-holder] will constitute a representation and warranty
to Lehman Brothers and the [Trustee][Owner Trustee][Indenture Trustee] that
such Beneficial Owner is not such a Plan.

Upon a proper surrender of Combined [Certificates][Notes] and receipt of
the Combination Fee, Lehman Brothers will, at its option retire all of the
Combined [Certificates][Notes] and cause the Trust to retire like principal
amounts of CABS, in which case the [Certificateholder][Noteholder] of the
Combined [Certificates][Notes] will receive a portion of the CABS.

However, if the [Certificateholder][Noteholder] of the Combined
[Certificates][Notes] has given notice that the Beneficial Owner of such
Combined [Certificates][Notes] is an employee benefit plan subject to ERISA,
Lehman Brothers will notify such [Certificateholder][Noteholder] no later than
the [ ] Business Day preceding such exchange date of the identity of the
CABS proposed to be issued to such [Certificateholder][Noteholder] in exchange
for such Combined [Certificates][Notes]. Unless Lehman Brothers is notified by
such [Certificateholder][Noteholder] within [ ] Business Days thereafter that
such [Certificateholder][Noteholder] has decided not to effectuate such
exchange, such [Certificateholder][Noteholder] will be deemed to have elected
to accept such CABS, and the exchange will occur as set forth above.

Payments of principal and interest on Combined [Certificates][Notes]
(including such [Certificates][Notes] that are retired) will be made on the

Payment Date immediately following the Combination Period to the
[Certificateholder][Noteholder] of record as of the related Record Date, in the
same manner as if such Combined [Certificates][Notes] had not been exchanged.

Distributions on the CABS; Certificate Account

All distributions on the CABS will be remitted directly to an account (the
"Certificate Account") to be established with the [Trustee][Owner
Trustee][Indenture Trustee] under the [Trust Agreement][Indenture] on the
Closing Date. Amounts on deposit in the [Certificate] Account will be invested
as described in the [Trust Agreement][Indenture].

Termination

The obligations of the Depositor and the [Trustee][Owner Trustee][Indenture
Trustee] created by the [Trust Agreement][Indenture] will terminate upon the
distribution to [Certificateholders][Noteholders] of all amounts required to be
distributed to them pursuant to the [Trust Agreement][Indenture]. [In
addition, the occurrence of certain Amortization Events with regard to the CABS
will lead to an early termination of the obligations of the Depositor and the
[Trustee][Owner Trustee][Indenture Trustee] created by the [Trust
Agreement][Indenture].]

DESCRIPTION OF THE CABS

General

This Prospectus Supplement sets forth certain relevant terms with respect
to the CABS. It does not purport to summarize such securities or to provide
complete or updated information with respect to the issuer thereof or the
Receivables relating thereto. Appendix A to this Prospectus Supplement
contains [excerpts from] the prospectus pursuant to which $[ ] or [ ]%
CABS were offered and sold in [date]. This Prospectus Supplement relates only
to the [Certificates] [Notes] offered hereby and does not relate to the CABS.
See "Risk Factors--Considerations Regarding CABS; Recent Developments".

Although the Depositor has no reason to believe the information concerning
[ ], the CABS Trust or the prospectus relating to the CABS is not reliable,
the Depositor has not verified either its accuracy or its completeness.
Neither the Depositor nor the Underwriter warrants that there have not occurred
events, not publicly disclosed by [CABS issuer], which would affect either the
accuracy or the completeness of the information contained therein. See
"Risk Factors--Considerations Regarding CABS; Recent Developments" above and
"--Certain Updated Information with Respect to the CABS" below.

The CABS are [ ]% [name of asset backed securities] issued by the CABS
Trust, pursuant to , among [ ], as seller, [ ], as servicer,
and [ ], as trustee.

Set forth below is certain information excerpted and summarized from the
prospectus relating to the CABS. The following information has been provided
by [ ]. [Information regarding payments of interest and principal,
amortization events and amortization to be excerpted from the prospectus.

[The CABS will include the Initial CABS purchased as of the Initial Cutoff
Date and will include any Subsequent CABS purchased as of the applicable
Subsequent Cutoff Date (the Initial Cutoff Date or any Subsequent Cutoff Date
being individually referred to herein as a "Cutoff Date").

The obligation of the Trust to purchase the Subsequent CABS on a Subsequent
Transfer Date will be subject to the CABS in the Trust, including the
Subsequent CABS to be conveyed to the Trust on such Subsequent Transfer Date,
meeting the following criteria: [to follow].

The Initial CABS will represent approximately % of the aggregate
initial principal balance of the [Certificates][Notes]. [However, except for
the criteria described in the preceding paragraphs, there will be no required
characteristics of the Subsequent CABS.] [Therefore,] following the transfer
of Subsequent CABS to the Trust, the aggregate characteristics of the pool of
CABS, including [characteristics described in the following tables], may vary
significantly from those of the Initial CABS.]

Certain Updated Information with Respect to the CABS

[ ], as originator of the CABS Trust, is subject to the information
requirements of the Exchange Act. Accordingly, [ ] files reports, and
other information with respect to the CABS Trust, including monthly Servicer
Reports regarding the Receivables, with the Commission. A summary of certain
of the information included in the most recent monthly Servicer Reports filed
with the Commission is included as Appendix [ ] hereto. Copies of such
reports and other information may be inspected and copies at certain offices of
the Commission at the address listed under "Available Information" in the
Prospectus. [Servicer Reports available from the CABS Trustee for privately
offered CABS.]

Neither the Depositor nor the Underwriter participated in the preparation
of such Servicer Reports, and the information provided therein or in the
publicly available documents referred to above is not guaranteed as to accuracy
or completeness, and is not to be construed as a representation, by the
Depositor or the Underwriter. In particular, information set forth in the
Servicer Reports speaks only as of the date of such Servicer Report; there can
be no assurance that events have not occurred, which have not yet been publicly
disclosed, that would affect the accuracy or completeness of any statements
included in such Servicer Reports or in the publicly available documents filed
by or on behalf of the CABS Trust.

THE DEPOSITOR

The Depositor has determined that its financial statements are not relevant
to the offering made hereby and such financial statements are therefore not
included in this Prospectus Supplement.

The principal executive offices of the Depositor are located at 200 Vesey
Street, Three World Financial Center, New York, New York 10285 (Telephone:
(212) 289-2000). See "The Depositor" in the Prospectus.

THE [TRUST AGREEMENT][INDENTURE]

The following summary describes certain terms of the [Trust
Agreement][Indenture]. The summary does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the provisions of
the [Trust Agreement][Indenture]. Whenever particular sections or defined
terms of the [Trust Agreement][Indenture] are referred to, such sections or
defined terms are thereby incorporated herein by reference. See "Description
of the [Certificates][Notes]" herein for a summary of certain additional terms
of the [Trust Agreement][Indenture].

Collection of Payments on [Certificates][Notes]

The [Certificates][Notes] will be registered in the name of the
[Trustee][Owner Trustee][Indenture Trustee] or its nominee name so that all
distributions thereon will be made directly to the [Trustee][Owner
Trustee][Indenture Trustee]. The obligation of the [Trustee][Owner
Trustee][Indenture Trustee] in making distributions on the [Certificates]
Notes] is limited to distributions on the underlying CABS which were actually
received by it. However, if the [Trustee][Owner Trustee][Indenture Trustee]
has not received a distribution with respect to a CABS by the [ ] Business
Day after the date on which such distribution was due and payable pursuant
to the terms of such CABS, the [Trust Agreement][Indenture] will require
it to request that the payment be made as promptly as possible and
legally permitted and to take such legal action as the [Trustee]
[Owner Trustee][Indenture Trustee] deems appropriate under the circumstances,
including the prosecution of any claims in connection therewith.
The reasonable legal fees and expenses incurred by the [Trustee][Owner
Trustee][Indenture Trustee] in connection with the prosecution of any legal
action will be reimbursable to the [Trustee][Owner Trustee][Indenture Trustee]
out of the proceeds of any such action and will be retained by the
[Trustee][Owner Trustee][Indenture Trustee] prior to the deposit of any
remaining proceeds in the [Certificate][Note] Account pending distribution
thereof to [Certificateholders][Noteholders]. Distributions on the
[Certificates][Notes] will be reduced by an aggregate amount equal to such fees
and expenses in proportion to the distributions of principal and interest that
would have been otherwise made on the [Certificates][Notes] on the Payment Date
following the recovery of any such proceeds. In the event that the [Trustee]
[Owner Trustee][Indenture Trustee] has reason to believe that the proceeds of
any such legal action may not be sufficient to reimburse it for its projected
legal fees and expenses, the [Trustee][Owner Trustee][Indenture Trustee] will
notify the [Certificateholders][Noteholders] that it is not obligated to pursue
any such available remedies unless adequate indemnity for its legal fees and
expenses is provided by the [Certificateholders][Noteholders].

Reports to [Certificateholders][Noteholders]

On or prior to each Payment Date the [Trustee][Owner Trustee][Indenture
Trustee] will mail to each [Certificateholder][Noteholder] at its address
listed on the [Certificate][Note] Register maintained with the [Trustee][Owner
Trustee][Indenture Trustee] a report stating (i) the amounts of principal and
interest, respectively, distributed on each $[ ] in face amount of
[Certificates][Notes] with a denomination of $[ ] and (ii) the aggregate
principal balance of the underlying CABS.

The [Trustee][Owner Trustee][Indenture Trustee] shall forward by mail to
each [Certificateholder][Noteholder] the most current Payment Date Statement
received by the [Trustee][Owner Trustee][Indenture Trustee] as of the date of
such request.

Amendment

The [Trust Agreement][Indenture] for the [Certificates][Notes] may be
amended by the Depositor and the [Trustee][Owner Trustee][Indenture Trustee],
without consent of the [Certificateholders][Noteholders], to cure any
ambiguity, to correct or supplement any provision therein which may be
inconsistent with any other provision therein or to amend any provision with
respect to matters or questions arising under such [Trust
Agreement][Indenture]; provided, however, that such action will not, as
evidenced by an opinion of counsel satisfactory to the [Trustee][Owner
Trustee][Indenture Trustee], adversely affect in any material respect the
interests of any [Certificateholders][Noteholders]. The [Trust
Agreement][Indenture] may also be amended by the Depositor and the [Trustee]
[Owner Trustee][Indenture Trustee] with the consent of [Certificateholders]
[Noteholders] owning Percentage Interests aggregating not less than [ ]%
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the [Trust Agreement][Indenture] or
modifying in any manner the rights of the [Certificateholders][Noteholders];
provided, however, that no such amendment may (i) reduce in any manner the
amount of, or delay the timing of, payments received on CABS which are required
to be distributed in respect of any [Certificates][Notes] without the consent
of each [Certificateholder][Noteholder] affected thereby or (ii) reduce the
aforesaid percentage of [Certificates][Notes] the [Certificateholders]
[Noteholders] of which are required to consent to any such amendment without
the consent of all [Certificateholders][Noteholders] then outstanding.

[Mandatory Prepayment

Cash distributions to [Certificateholders][Noteholders] will be made [, on a
pro rata basis,] on the Payment Date on or immediately following the last day
of the Funding Period in the event that any amount remains on deposit in the
Pre-Funding Account after giving effect to the purchase of all Subsequent CABS,
including any such purchase on such date (a "Mandatory Prepayment"). The
aggregate principal amount of [each class of] [Certificates][Notes] to be
redeemed will be an amount equal to [Certificates] [Notes] [percentage
interest] [entitlement to] the amount then on deposit in the Pre-Funding
Account.

Voting Rights

At all times, ___% of the voting rights of [Certificateholders]
[Noteholders] under the [Trust Agreement][Indenture] will be allocated to the
[Class __] [Certificates][Notes] based upon such Class __' pro rata interests
in the Trust. [The [Certificateholders][Noteholders] of the [Class __]
[Certificates][Notes] will be allocated ___% of such voting rights.]
Voting rights will be allocated among the [Class __] [and Class __]
[Certificates][Notes] of the same Class __ in proportion to their Percentage
Interests of the respective [Certificates][Notes].

Certain Matters Regarding the [Trustee][Owner Trustee][Indenture Trustee] and
the Depositor

Neither the Depositor, the [Trustee][Owner Trustee][Indenture Trustee] nor
any director, officer or employee of the Depositor or the [Trustee][Owner
Trustee][Indenture Trustee] will be under any liability to the Trust or the
related [Certificateholders][Noteholders] for any action taken or for
refraining from the taking of any action in good faith pursuant to the [Trust
Agreement][Indenture] or for errors in judgment; provided, however, that none
of the [Trustee][Owner Trustee][Indenture Trustee], the Depositor and any
director, officer or employee thereof will be protected against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties under the [Trust Agreement][Indenture].

Subject to certain limitations set forth in the [Trust Agreement]
[Indenture], the [Trustee][Owner Trustee][Indenture Trustee] and any director,
officer, employee or agent of the [Trustee][Owner Trustee][Indenture Trustee]
shall be indemnified by the Trust and held harmless against any loss, liability
or expense incurred in connection with investigating, preparing to defend or
defending any legal action, commenced or threatened, relating to the [Trust
Agreement][Indenture] or the underlying CABS other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties under such [Trust Agreement]
[Indenture] or by reason of reckless disregard of its obligations and
duties under the [Trust Agreement][Indenture]. Any such indemnification by the
Trust will reduce the amount distributable to the [Certificateholders]
[Noteholders].

All persons into which the [Trustee][Owner Trustee][Indenture Trustee] may
be merged or with which it may be consolidated or any person resulting from
such merger or consolidation shall be the successor of the [Trustee][Owner
Trustee][Indenture Trustee] under each [Trust Agreement][Indenture].

THE [TRUSTEE][OWNER TRUSTEE][INDENTURE TRUSTEE]

____________________ is the [Trustee][Owner Trustee][Indenture Trustee]
under the [Trust Agreement][Indenture]. The mailing address of the
[Trustee][Owner Trustee][Indenture Trustee] is ________________________,
Attention: ________________. [The Depositor maintains a banking and lending
relationship with the [Trustee][Owner Trustee][Indenture Trustee] in the

ordinary course of business.]

USE OF PROCEEDS

The net proceeds from the sale of the [Certificates][Notes] will be applied
by the Depositor on the Closing Date towards the purchase price of the CABS,
the payment of expenses related to such sale and the purchase of the CABS and
other corporate purposes.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of the [Class __] [and
Class __] [Certificates][Notes]. This summary is based on laws, regulations,
rulings and decisions now in effect or (with respect to regulations) proposed,
all of which are subject to change either prospectively or retroactively.
This summary does not address the federal income tax consequences of an
investment in [Certificates][Notes] applicable to all categories of investors,
some of which (for example, banks and insurance companies) may be subject to
special rules. Prospective investors should consult their tax advisors
regarding the federal, state, local and any other tax consequences to them of
the purchase, ownership and disposition of the [Class __] [and Class __]
[Certificates][Notes].

[Characterization as Grantor Trust

In the opinion of Brown & Wood LLP the Trust will be classified as a grantor
trust under subpart E, Part I of subchapter J of the Code and will not be
classified as an association taxable as a corporation. In this case,
beneficial owners ("Owners") of [Certificates][Notes] will be treated for
federal income tax purposes as owners of the Trust's assets as described below.

Accrual of Original Issue Discount

Generally, the Owner of a [Certificate] must include in gross income the
sum of the "daily portions", as defined below, of the original issue discount
("OID") on the CABS for each day on which it owns a [Certificate], including
the date of purchase but excluding the date of disposition. In the case of an
original Owner, the daily portions of original issue discount with respect to a
[Certificate] generally will be determined as follows under the amendments made
by the Tax Reform Act of 1986 (the "1986 Act") and the original issue discount
regulations issued on February 2, 1994 (the "OID Regulations"). A calculation
will be made of the portion of OID on the CABS that accrues during each
successive semi-annual accrual period (or shorter period from the date of
original issue). This will be done, in the case of each full monthly accrual
period, by adding (i) the present value of all remaining payments to be
received on the CABS and (ii) any payments received during such accrual period,
and subtracting from that total the "adjusted issue price" of the CABS at the
beginning of such accrual period. The "adjusted issue price" of the CABS at
the beginning of any accrual period is the "adjusted issue price" at the
beginning of the immediately preceding accrual period plus the amount of OID
allocable to that accrual period and reduced by the amount of any payment made

at the end of or during that accrual period. The OID accruing during such
accrual period will then be divided by the number of days in the period to
determine the daily portion of OID for each day in the period.

If an Owner purchases a [Certificate] at a cost greater than the "adjusted
issue price" of the CABS, then the "daily portion" for any day will be reduced
by an amount equal to the product of (i) such "daily portion" and (ii) a
fraction, the numerator of which is the amount by which such cost exceeds the
"adjusted issue price" and the denominator of which is the sum of the "daily
portions" for the CABS for all days on and after the date the [Certificates]
are purchased.

Sale of the [Certificates]

Sale or exchange of a [Certificate] prior to its maturity will result in
gain or loss equal to the difference, if any, between the amount received on
the [Certificate] and the Owner's adjusted basis in the [Certificate]. Such
adjusted basis generally will equal the Owner's purchase price for a
[Certificate], increased by the OID included in the Owner's gross income with
respect to a [Certificate], and reduced by principal payments on the
[Certificates] previously received by the Owner. Such gain or loss will be
capital gain or loss to an Owner for which the [Certificates] are a "capital
asset" within the meaning of Code Section 1221, and will be long-term or
short-term depending on whether the [Certificates] have been owned for the
long-term capital gain holding period (currently more than one year).

Information Reporting and Backup Withholding

The Trustee will furnish or make available, within a reasonable time after
the end of each calendar year, to each Owner or each person holding a
[Certificate] on behalf of an Owner at any time during such year, such
information as the Trustee deems necessary or desirable to assist Owners in
preparing their federal income tax returns. If an Owner or other recipient of
payment on behalf of an Owner fails to supply an accurate taxpayer
identification number or if the Secretary of the Treasury determines that such
person has not reported all interest and dividend income required to be shown
on its federal income tax return, the applicable backup withholding may be
required with respect to any payments. Any amounts of United States federal
income tax deducted and withheld from a distribution to an Owner or other
recipient of payment on behalf of an Owner would be allowed as a credit against
such holder's federal income tax liability.

Non-U.S. Persons

In general, payments of interest or payments made with respect to OID made
by the person required to withhold tax under Code Sections 1441 or 1442 to an
Owner that is a non-U.S. Person with respect to the [Certificate] will
generally not be subject to federal income or withholding tax if (i) such Owner
does not actually or constructively own 10% or more of the combined voting
power of all classes of equity in the issuer of the [Certificates] (which may

include the Depositor); (ii) such Owner is not a controlled foreign corporation
within the meaning of Code Section 957 related to the Trust; and (iii) such
Owner complies with certain certification procedures requiring the delivery of
a statement under penalty of perjury identifying such Owner.

For this purpose, the term "non-U.S. Person" is defined as any person who
is as to the United States a foreign corporation, a non-resident alien
individual, a non-resident fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax consequences, a foreign corporation, a non-resident alien, a non-
resident individual or a non-resident fiduciary of a foreign estate or trust.]

[Treatment of the Notes as Indebtedness.

The Seller will agree, and the Noteholders will agree by their purchase of
Notes, to treat the Notes as debt for federal income tax purposes. Special Tax
Counsel will advise the Trust that the Notes will be classified as debt for
federal income tax purposes. The discussion below assumes this
characterization of the Notes is correct.

Interest Income on the Notes

To the extent that the Notes are issued with OID, the stated interest
thereon will be taxable to a Noteholder as ordinary interest income when
received or accrued in accordance with such Noteholder's method of tax
accounting. Under the OID regulations, a holder of a Note issued with a de
minimis amount of OID must include such OID in income, on a pro rata basis, as
principal payments are made on the Note. A purchase who buys a Note for more
or less than its principal amount will generally be subject, respectively, to
the premium amortization or market discount rules of the Code.

Sale or Other Disposition

If a Noteholder sells a Note, the holder will recognize gain or loss in an
amount equal to the difference between the amount realized on the sale and the
holder's adjusted tax basis in the Note. The adjusted tax basis of a Note to a
particular Noteholder will equal the holder's cost for the Note, increased by
any market discount, acquisition discount, OID and gain previously included by
such Noteholder in income with respect to the Note and decreased by the amount
of bond premium (if any) previously amortized and by the amount of principal
payments previously received by such Noteholder with respect to such Note. Any
such gain or loss will be capital gain or loss if the Note was held as a
capital asset, except for gain representing accrued interests and accrued
market discount not previously included in income. Capital losses generally
may be used to offset capital gains.

A portion of any gain from the sale of a Note that might otherwise be
capital gain may be treated as ordinary income to the extent such Note is held
as part of a "conversion transaction" within the meaning of new Section 1258 of
the Code. A conversion transaction generally is one in which the taxpayer has
taken two or more positions in Notes or similar property that reduce or
eliminate market risk, if substantially all of the taxpayer's return is
attributable to the time value of the taxpayer's net investment in such
transaction. The amount of gain realized in a conversion transaction that may

be recharacterized as ordinary income generally will not exceed the amount of
interest that would have accrued on the taxpayer's net investment in such
transaction at 120% of the appropriate "applicable Federal rate" (which rate is
computed and published monthly by the IRS), subject to appropriate reduction
(to the extent provided in regulations to be issued) to reflect prior inclusion
of interest or other ordinary income items from the transaction.

Foreign Holders

Under the Code, unless interest (including OID) paid on a Note is
considered to be "effectively connected" with a trade or business conducted in
the United States by a nonresident alien individual, foreign partnership or
foreign corporation ("Nonresidents"), such interest will normally qualify as
portfolio interest (except where (i) the recipient is a holder, directly or by
attribution, of 10% or more of the capital or profits interest in the issuer of
the Notes, or (ii) the recipient is a controlled foreign corporation to which
the issuer of the Notes is a related person) and will be exempt from U.S.
federal income tax. Upon receipt of appropriate ownership statements, the
issuer normally will be relieved of obligations to withhold tax from such
interest payments. These provisions supersede the generally applicable
provisions of United States law that would otherwise require the issuer to
withhold at a 30% rate (unless such rate were reduced or eliminated by an
applicable treaty) on, among other things, interest and other fixed or
determinable, annual or periodic income paid to Nonresidents.

Interest and OID of Noteholders who are foreign persons are not subject to
withholding if they are effectively connected with a United States business
conducted by the Noteholder. They will, however, generally be subject to the
regular United States income tax.

Information Reporting and Backup Withholding

The Trustee will furnish or make available, within a reasonable time after
the end of each calendar year, to each Owner or each person holding a Note on
behalf of an Owner at any time during such year, such information as the
Trustee deems necessary or desirable to assist Owners in preparing their
federal income tax returns. If an Owner or other recipient of payment on
behalf of an Owner fails to supply an accurate taxpayer identification number
or if the Secretary of the Treasury determines that such person has not
reported all interest and dividend income required to be shown on its federal
income tax return, the applicable backup withholding may be required with
respect to any payments. Any amounts of United States federal income tax
deducted and withheld from a distribution to an Owner or other recipient of
payment on behalf of an Owner would be allowed as a credit against such
holder's federal income tax liability.

Possible Alternative Treatments of the Notes

If, contrary to the opinion of Special Tax Counsel, the IRS successfully
asserted that one or more of the Notes did not represent debt for federal
income tax purposes, the Notes might be treated as equity interests in the
Trust. If so treated, the Trust might be taxable as a corporation or,
alternatively, as a publicly traded partnership.]

STATE TAX CONSEQUENCES

In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences" herein, potential investors should consider
the state income tax consequences of the acquisition, ownership, and
disposition of the [Certificates][Notes] offered hereunder. State income tax
law may differ substantially from the corresponding federal tax law, and this
discussion does not purport to describe any aspect of the income tax laws of
any state. Therefore, potential investors should consult their own tax
advisors with respect to the various tax consequences of investments in the
[Certificates][Notes] offered hereunder.

ERISA CONSIDERATIONS

[ ]

PRIOR SERIES OF [CERTIFICATES][NOTES]

[ ]

LEGAL INVESTMENT CONSIDERATIONS

[ ]

UNDERWRITING

The Underwriter is obligated to purchase all the Series [ ]
[Certificates][Notes] offered hereby if any are purchased.

Distribution of the Series [ ] [Certificates][Notes] will be made by the
Underwriter from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. Proceeds to the
Depositor, before deducting expenses payable by the Depositor, will be [ ]%
of the aggregate original principal amount of the [Certificates][Notes] as of
the Cutoff Date, plus accrued interest at the [applicable] [initial] [weighted
average] [Certificate][Note] Rate from the Cut-off Date. In connection with
the purchase and sale of the Series [ ] [Certificates][Notes], the
Underwriter may be deemed to have received compensation from the Depositor in
the form of underwriting discounts.

The Underwriter is an affiliate of the Depositor, and the participation by
the Underwriter in the offering of the [Certificates][Notes] complies with
Schedule E of the by-laws of the National Association of Securities Dealers,

Inc. regarding underwriting securities of an affiliate.

LEGAL MATTERS

Certain legal matters with respect to the [Certificates][Notes] will be
passed upon for the Depositor by Brown & Wood LLP, and for the Underwriter by
Brown & Wood LLP, New York, New York.

RATING

It is a condition to issuance that the [Certificates][Notes] be rated in
[one of the four highest] rating categories by at least one nationally
recognized Rating Agency.

A securities rating addresses the likelihood of the receipt by
[Certificateholders][Noteholders] of [Certificates][Notes] of distributions on
the CABS. The rating takes into consideration the characteristics of the CABS
and the structural, legal and tax aspects associated with the [Certificates]
[Notes]. The ratings on the [Certificates][Notes] do not, however, constitute
statements regarding the likelihood or frequency of prepayments on the CABS or
the possibility that [Certificateholders][Noteholders] of [Certificates][Notes]
might realize a lower than anticipated yield.

A securities rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning
rating organization. Each securities rating should be evaluated independently
of similar ratings on different securities.

Schedule I

Class _

CUSIP #________ Rating:________

[Monthly][Quarterly]
[Semi-Annual] Aggregate
Aggregate Interest Payment Interest Payment
Interest Payment Dates Notional Amount on Single Class on Single Class
- ---------------------- --------------- --------------- ---------------

On each Payment $__________ $_____ $_____
Date commencing on
____________, and there-
after until the Class -
[Certificates][Notes] have
been paid in full. In
the case of the first
Interest Payment Date,
interest will accrue
from and including the
Closing Date to but
excluding the _________,
____ Interest Payment
Date.

Class _

CUSIP #________ Rating:________

Commencing with the $__________ $_____ ___%
__________, ____
Payment Date, and
thereafter until
the Class _ [Certif-
icates][Notes] have
been paid in full.

[Monthly][Quarterly]
[Semi-Annual]Interest Aggregate Interest
Payment on Single Payment on Single
Interest Payment Dates Class Class
- ---------------------- ------------------- ------------------

On each Payment Date $______ $______
commencing on ________,
____ and thereafter
until the Class __
[Certificates][Notes]
have been paid in full.
In the case of the first
Interest Payment Date,
interest will accrue from
and including the Closing
Date to but excluding
the _______, ____
Interest Payment Date.

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

No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus
Supplement or the Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Depositor or Lehman Brothers. This Prospectus Supplement and the Prospectus do
not constitute an offer of any securities other than those to which they relate
or an offer to sell, or a solicitation of an offer to buy, to any person in any
jurisdiction where such an offer or solicitation would be unlawful. Neither
the delivery of this Prospectus Supplement and the Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any time subsequent to their
respective dates.

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

TABLE OF CONTENTS

Page

Prospectus Supplement
Prospectus Supplement. . . . . . . . . . . . . . . . . .
Available Information. . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . .
Reports to [Certificateholders][Noteholders] . . . . . .
Summary of Terms . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . .
Description of the [Certificates][Notes] . . . . . . . .
The Depositor. . . . . . . . . . . . . . . . . . . . . .
The [Trust Agreement][Indenture] . . . . . . . . . . . .
The [Trustee][Owner Trustee][Indenture Trustee]. . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . .
Certain Federal Income Tax Consequences. . . . . . . . .
State Tax Consequences . . . . . . . . . . . . . . . . .
ERISA Considerations . . . . . . . . . . . . . . . . . .
Prior Series of [Certificates][Notes]. . . . . . . . . .
Legal Investment Considerations. . . . . . . . . . . . .
Underwriting . . . . . . . . . . . . . . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . . .
Rating . . . . . . . . . . . . . . . . . . . . . . . . .

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

LEHMAN CARD ACCOUNT
TRUST

$____________

[Adjustable Rate] [Variable Rate] [ %]
Asset Backed [Certificates][Notes],
Series _____
[Class ___]

Lehman ABS Corporation

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

PROSPECTUS SUPPLEMENT

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

LEHMAN BROTHERS

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

SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1997

PROSPECTUS

LEHMAN ABS CORPORATION
Asset Backed Notes
Asset Backed Certificates
(Issuable in Series)
---------------------

Lehman ABS Corporation (the "Depositor") may offer from time to time under
this Prospectus and related Prospectus Supplements the Asset Backed Notes (the
"Notes") and the Asset Backed Certificates (the "Certificates" and, together
with the Notes, the "Securities") described herein which may be sold from time
to time in one or more series, in amounts, at prices and on terms to be
determined at the time of sale and to be set forth in a supplement to this
Prospectus (a "Prospectus Supplement").

As specified in the related Prospectus Supplement, the Certificates will
evidence an interest in certain assets deposited into a trust (a "Trust") by the
Depositor as depositor or transferor pursuant to a Pooling and Servicing
Agreement, Master Pooling and Servicing Agreement, Sale and Servicing
Agreement or Trust Agreement, as described herein. The Notes of each series
will be issued and secured pursuant to an Indenture between the Trust and the
Indenture Trustee specified in the related Prospectus Supplement (the
"Indenture Trustee") and will represent indebtedness of the related Trust. The
Certificates of a series will represent fractional undivided interests in the
related Trust. The property of each Trust will include assets composed of (a)
Primary Assets, which may include (i) one or more pools of receivables
(collectively, the "Receivables") generated or to be generated from time to time
in the ordinary course of business in one or more portfolios of accounts
(collectively, the "Accounts"), purchased from the seller or sellers or
transferor or transferors specified in the related Prospectus Supplement (each
a "Seller") and (ii) CABS Securities (as defined herein), (b) all monies due
thereunder net, if and as provided in the related Prospectus Supplement, of
certain amounts payable to the servicer of the Receivables, which servicer may
also be the Seller, specified in the related Prospectus Supplement (the
"Servicer"), and (c) certain funds, Enhancement (as defined herein) and other
assets as described herein and in the related Prospectus Supplement. In
addition, if so specified in the related Prospectus Supplement, the property
of the Trust will include monies on deposit in a trust account (the
"Pre-Funding Account") to be established with the related Trustee, which will be

used to purchase additional Primary Assets or CABS Securities from a Seller
from time to time during the Funding Period specified in the related
Prospectus Supplement.

Purchases of CABS Securities for a Series by the Seller or the Depositor
will be made in secondary market transactions, not from the isser of such
CABS Securities or any affilliate thereof. See "Trust Assets--CABS
Securities.

Each Series of Securities will be issued in one or more classes (each, a
"Class"), which may include subclasses. Interest on and principal of the
Securities of a Series will be payable on each Payment Date specified in the
related Prospectus Supplement, at the times, at the rates, in the amounts and
in the order of priority set forth in the related Prospectus Supplement.
Securities may be sold for U.S. dollars or for one or more foreign or
composite currencies and the principal of and any interest on Securities may
be payable in U.S. dollars or one or more foreign or composite currencies.

If a Series includes multiple Classes, such Classes may vary with respect
to the amount, percentage and timing of distributions of principal, interest
or both and one or more Classes may be subordinated to other Classes with
respect to distributions of principal, interest or both as described herein
and in the related Prospectus Supplement. A Series may include one or more
classes of Notes and Certificates. A Series may include one or more classes
entitled to distributions of principal with disproportionate, nominal or no
interest distributions, or to interest distributions with disproportionate,
nominal or no distributions in respect of principal. If so specified in the
related Prospectus Supplement, the Primary Assets and other assets comprising
the Trust may be divided into one or more Asset Groups and each Class of the
related Series will be secured by, or will evidence beneficial ownership of,
the corresponding Asset Group, as applicable. Each Series of Securities may be
subject to termination under the circumstances described herein and in the
related Prospectus Supplement.

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

For a discussion of certain factors which should be considered by
prospective purchasers of the Securities, see "Risk Factors" on page 12 herein
and on page S-6 of the Prospectus Supplement.

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

NOTES OF A GIVEN SERIES REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES OF A
SERIES EVIDENCE BENEFICIAL INTERESTS IN THE RELATED TRUST ONLY AND ARE NOT
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR BY THE DEPOSITOR, ANY SELLER, THE
TRUSTEE, THE SERVICER OR BY ANY OF THEIR RESPECTIVE AFFILIATES OR,
UNLESS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS SUPPLEMENT, BY
ANY OTHER PERSON OR ENTITY. THE DEPOSITOR'S ONLY OBLIGATIONS WITH
RESPECT TO ANY SERIES OF SECURITIES WILL BE PURSUANT TO CERTAIN
REPRESENTATIONS AND WARRANTIES SET FORTH IN THE RELATED
POOLING AND SERVICING AGREEMENT, MASTER POOLING AND
SERVICING AGREEMENT, SALE AND SERVICING AGREEMENT,

INDENTURE OR TRUST AGREEMENT, AS DESCRIBED HEREIN OR IN
THE RELATED PROSPECTUS SUPPLEMENT. SEE "RISK FACTORS"
FOR CERTAIN FACTORS TO BE CONSIDERED IN
PURCHASING THE SECURITIES.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------

The Securities offered by this Prospectus and by the related Prospectus
Supplement are offered by Lehman Brothers Inc. and the other underwriters set
forth in the related Prospectus Supplement, if any, subject to prior sale, to
withdrawal, cancellation or modification of the offer without notice, to
delivery to and acceptance by Lehman Brothers Inc. and the other underwriters,
if any, and certain further conditions. Retain this Prospectus for future
reference. This Prospectus may not be used to consummate sales of the
Securities offered hereby unless accompanied by a Prospectus Supplement.
---------------------
LEHMAN BROTHERS
________ __ ____.

PROSPECTUS SUPPLEMENT

The Prospectus Supplement relating to a Series of Securities to be offered
hereunder will, among other things, set forth with respect to such Series of
Securities: (i) the aggregate principal amount, interest rate, and authorized
denominations of each Class of such Securities; (ii) certain information
concerning the Receivables, the Seller and the Servicer; (iii) the terms of
any enhancement with respect to such Series (the 'Enhancement'); (iv)
information concerning any other assets in the related Trust, including any
Enhancement; (v) the expected date or dates on which the principal amount of
each Class of Securities will be paid to holders of such Securities; (vi) the
extent to which any Class within a Series is subordinated to any other Class
of such Series; and (vii) additional information with respect to the plan of
distribution of such Securities. To the extent that the terms of this
Prospectus conflict or are otherwise inconsistent with the terms of any
related Prospectus Supplement, the terms of such related Prospectus Supplement
shall govern.

AVAILABLE INFORMATION

The Depositor is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
'Commission'). Such reports and other information can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and its Regional Offices located as
follows: Midwest Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and Northeast Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the Commission,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Securities And Exchange Commission (the "Commission")
maintains a Web site at http://www.sec.gov containing reports, proxy and
information regarding registrants, including the Depositor, that file
electonically with the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

REPORTS TO HOLDERS

Periodic and annual reports concerning the related Trust for a Series of
Securities are required under the Agreement to be forwarded to holders. Unless
otherwise specified in the related Prospectus Supplement, such reports will
not be examined and reported on by an independent public accountant. See 'THE
AGREEMENTS--Reports to Holders' herein.

SUMMARY OF TERMS

The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus and by reference
to the information with respect to each Series contained in the related
Prospectus Supplement to be prepared and delivered in connection with the
offering of Certificates or Notes of such Series. Capitalized terms used and
not otherwise defined herein or in the related Prospectus Supplement shall
have the meanings set forth in the 'Glossary of Terms' herein.

The Certificates.................... Asset Backed Certificates (the
'Certificates') are issuable from time
to time in Series pursuant to separate
Pooling and Servicing Agreements,
Master Pooling and Servicing
Agreements, Sale and Servicing
Agreements, or Trust Agreements (each,
an 'Agreement'). Each Certificate of a
Series will evidence an interest in
the Trust for such Series, or in an
Asset Group specified in the related
Prospectus Supplement. Each Series of
Certificates will consist of one or
more Classes, one or more of which may
be Classes of Variable Interest
Certificates, Zero Coupon

Certificates, Principal Only
Certificates, Compound Interest
Certificates, Interest Only
Certificates, Participating
Certificates, Senior Certificates,
Subordinate Certificates or other
types of Certificates. Each Class may
differ in, among other things, the
amounts allocated to and the priority
of principal and interest payments,
Final Scheduled Payment Dates, Payment
Dates and interest rate. The
Certificates of each Class will be
issued in fully registered form in the
denominations specified in the related
Prospectus Supplement. If so specified
in the related Prospectus Supplement,
the Certificates or certain Classes of
such Certificates offered thereby may
be available in book-entry form only.
The Notes........................... Each Series of Securities may include
one or more classes of Notes, which
will be issued pursuant to an
Indenture between the Trust and the
Indenture Trustee (as amended and
supplemented from time to time, an
'Indenture'). The terms of any Notes
will be set forth in the Prospectus
Supplement relating to such Notes.
Unless otherwise specified in the
related Prospectus Supplement, each
class of Notes will have a stated
principal amount and will bear
interest at a specified rate or rates
(with respect to each class of Notes,
the 'Interest Rate'). Each class of
Notes may have a different Interest
Rate, which may be fixed, variable or
an adjustable Interest Rate, or any
combination of the foregoing. The
related Prospectus Supplement will
specify the Interest Rate for each
class of Notes, and the method for
determining the Interest Rate.
With respect to a Series that includes
two or more classes of Notes, each
class may differ as to the timing and
priority of payments, seniority,
allocations of losses, Interest Rate
or amount of payments of principal or
interest, or payments of principal or
interest in respect of any such class
or classes may or may not be made upon
the occurrence of specified events or

on the basis of collections from
designated portions of the Pool of
Receivables.
In addition, a Series may include one or
more classes of Notes, entitled to (i)
principal payments with
disproportionate, nominal or no
interest payments or (ii) interest
payments with disproportionate,
nominal or no principal payments.

All discussions in this Prospectus of
the Certificates, the terms thereof as
well as any investment and tax
considerations related thereto will be
generally applicable to any Notes.
Depositor........................... Lehman ABS Corporation (the 'Depositor')
was incorporated in the State of
Delaware on January 29, 1988. As of
January 4, 1993, the Depositor is a
wholly owned, special purpose
subsidiary of Lehman Commercial Paper
Inc. ('LCPI'), which itself is a
wholly owned subsidiary of Lehman
Brothers Inc. ('Lehman Brothers'),
which is a wholly owned subsidiary of
Lehman Brothers Holdings Inc.
('Holdings'). None of Lehman Brothers,
LCPI, Holdings, the Depositor, the
Servicer, the Trustee or the Seller,
nor any other affiliate of the
foregoing, has guaranteed or is
otherwise obligated with respect to
the Certificates of any Series. See
'THE DEPOSITOR.'
Interest Payments................... Interest payments on the Certificates of
a Series entitled by their terms to
receive interest will be made on each
Payment Date, to the extent set forth
in, and at the applicable rate
specified in (or determined in the
manner set forth in), the related
Prospectus Supplement. The interest
rate on Certificates of a Series may
be variable or change with changes in
the rates of interest on the pool of
receivables (collectively, the
'Receivables') generated or to be
generated from time to time in the
ordinary course of business in a
portfolio of accounts (collectively,

the 'Accounts') underlying or
comprising the Primary Assets and/or
as early amortizations or prepayments
occur with respect to any CABS
Securities underlying or comprising
the Primary Assets. Interest Only
Certificates may be assigned a
'Notional Amount' set forth in the
related Prospectus Supplement which is
used solely for convenience in
expressing the calculation of interest
and for certain other purposes and
does not represent the right to
receive any distributions allocable to
principal. Principal Only Certificates
may not be entitled to receive any
interest payments or may be entitled
to receive only nominal interest
payments. Interest payable on the
Certificates of a Series on a Payment
Date will include all interest accrued
during the period specified in the
related Prospectus Supplement. See
'DESCRIPTION OF THE CERTIFICATES--
Payments of Interest.'
Principal Payments.................. All payments of principal of a Series of
Certificates will be made in an
aggregate amount determined as set
forth in the related Prospectus
Supplement and will be paid at the
times and will be allocated among the
Classes of such Series in the order
and amounts, and will be applied
either on a pro rata or a random lot
basis among all Certificates of any
such Class, all as specified in the
related Prospectus Supplement.
Final Scheduled Payment Date of the
Certificates...................... The Final Scheduled Payment Date for
each Class of Certificates of a Series
is the date after which no
Certificates of such Class are
expected to remain outstanding,
calculated on the basis of the
assumptions applicable to such Series
described in the related Prospectus
Supplement. The Final Scheduled
Payment Date of a Class may equal the
maturity date of the Primary Asset in
the related Trust which has the latest
stated maturity or will be determined
as described herein and in the related
Prospectus Supplement.

The actual final Payment Date of the
Certificates of a Series will depend
primarily upon the rate of payment
(including early amortization,
prepayments and repurchases) of the
Receivables underlying or comprising
the Primary Assets in the related
Trust. Unless otherwise specified in
the related Prospectus Supplement, the
actual final Payment Date of any
Certificate is likely to occur earlier
and may occur substantially earlier
than its Final Scheduled Payment Date
as a result of the application of
prepayments to the reduction of the
principal balances of Certificates or
if an early amortization occurs with
respect to the Primary Assets, or may
occur later than its Final Scheduled
Payment Date. See 'RISK FACTORS' and
'DESCRIPTION OF THE CERTIFICATES'
herein for a more detailed description
of factors that may affect the timing
of principal payments on the
Certificates.
Optional Termination................ One or more Classes of Certificates of
any Series may be repurchased in
whole, but not in part, at the
Depositor's or the related Seller's
option, at such time and under the
circumstances specified in the related
Prospectus Supplement, at the
redemption price set forth therein. If
so specified in the related Prospectus
Supplement for a Series of
Certificates, the Depositor, the
Servicer, the related Seller or such
other entity that is specified in the
related Prospectus Supplement may, at
its option, cause an early termination
of the related Trust by repurchasing
all of the Primary Assets remaining in
the Trust on or after a specified
date, or on or after such time as the
aggregate principal balance of the
Certificates of the Series or the
Primary Assets relating to such
Series, as specified in the related
Prospectus Supplement, is less than
the amount or percentage specified in
the related Prospectus Supplement. See

'DESCRIPTION OF THE CERTIFICATES--
Optional Purchase or Termination.'
In addition, the Prospectus Supplement
may provide other circumstances under
which holders of Certificates of a
Series could be fully paid
significantly earlier than would
otherwise be the case if payments or
distributions were solely based on the
activity of the related Primary
Assets.
Trust Assets........................ The Trust for a Series of Certificates
will consist of one or more of the
assets described below, as described
in the related Prospectus Supplement.
A. Primary Assets............... The Primary Assets for a Series may
consist of any combination of the
following assets, to the extent and as
specified in the related Prospectus
Supplement. The Primary Assets will be
purchased from the Seller or may be
purchased by the Depositor in
secondary market transactions, not
from the issuer of such CABS Securities
or an affiliate thereof, or, in the case
of the Receivables, in privately
negotiated transactions, including
transactions with entities affiliated
with the Depositor.
The assets of the Trust created with
respect to any Series may include a
pool of Receivables arising under the
Accounts included in such Trust from
time to time, funds collected or to be
collected from cardholders in respect
of the Receivables, the right to
receive certain Interchange fees
attributed to cardholder charges for
merchandise and services in the
Accounts, monies on deposit in certain
accounts of the Trust, funds collected
or to be collected from
Participations, if any, and any
Enhancement issued with respect to a
particular Series (the drawing on or
payment of any Enhancement for the
benefit of a Series or class of
investor certificates will not be
available to the investor
certificateholders of any other Series
or class).

The designated Accounts will meet the
criteria provided in each Agreement
applied as of the applicable Cut-off
Date. The Accounts will consist of the
Initial Accounts and any Additional
Accounts but will not include any
Removed Accounts. In addition,
pursuant to each Agreement, each
Seller may (subject to certain
limitations and conditions), and in
some circumstances, will be obligated
to designate Additional Accounts, the
Receivables in which will be included
in the Trust or, in lieu thereof or in
addition thereto, to include
Participations in the Trust.
Pursuant to each Agreement, a Seller
will have the right (subject to
certain limitations and conditions),
but not the obligation, to remove the
Receivables in certain Accounts from
the Trust ('Removed Accounts').
(1) The Receivables
(a) Credit Card
Receivables........... Credit Card Receivables consist of
periodic finance charges, annual
membership fees, cash advance fees,
late charges on amounts charged for
merchandise and services, certain
other designated fees ('Finance Charge
Receivables') and all amounts charged
by cardholders for merchandise and
services, amounts advanced to
cardholders as cash advances and all
other fees billed to cardholders on
the Accounts ('Principal
Receivables'). In addition, certain
Interchange attributed to cardholder
charges for merchandise and services
in the Accounts may be treated as
Finance Charge Receivables. Recoveries
of charged-off Finance Charge
Receivables will be treated as
collections of Finance Charge
Receivables and recoveries of
charged-off Principal Receivables will
be applied against charge-offs of
Principal Receivables. From time to
time, subject to certain conditions,
certain of the amounts described above
which are included in Principal
Receivables may be treated as Finance
Charge Receivables. 'Interchange'

consists of certain fees received by a
credit card-issuing bank from the VISA
USA, Inc. ('VISA'1) and MasterCard
International Incorporated
('MasterCard International'1)
associations as partial compensation
for taking credit risk, absorbing
fraud losses and funding receivables
for a limited period prior to initial
billing.
(b) Charge Card
Receivables........... Charge Card Receivables consist of
amounts charged on the designated
Accounts for merchandise and services,
and annual membership fees and certain
other administrative fees billed to
the designated Accounts. Receivables
originated under charge card accounts
are not subject to a monthly finance
charge and, therefore, it will be
necessary to treat a portion of the
collections on the Charge Card
Receivables as 'yield'. The remainder
of such collections will be treated as
principal collections.
(c) General............. All new Receivables arising in the
designated Accounts (including in any
Additional Accounts) during the term
of the Trust will be the property of
the Trust. Accordingly, the amount of
Receivables will fluctuate as new
Receivables are generated and as
existing Receivables are collected,
charged off as uncollectible or

- ---------
1 VISA and MasterCard are registered trademarks of VISA USA, Inc. and
MasterCard International Incorporated, respectively.

otherwise adjusted. Receivables may be
payable in U.S. dollars or in any
foreign currency.
(2) CABS Securities..... Primary Assets for a Series may consist,
in whole or in part, of card asset
backed securities ('CABS Securities')
which include certificates
representing undivided interests in,
or notes or loans secured by,
Receivables generated in Accounts (as
described above). Such certificates,
notes or loans will have previously

been (a) offered and distributed to the
public pursuant to an effective
registration statement or are being
registered under the Securities Act of
1933 in connection with the offering
of a Series of Securities or
(b) purchased in a transaction not
involving any public offering from a
person who is not an affiliate of the
issuer of such securities at the time
of sale (nor an affiliate thereof at
any time during the three preceding
months); provided a period of three
years has elapsed since the later of
the date the securities were acquired
from the issuer or an affiliate thereof
See 'THE TRUST ASSETS--CABS Securities.'
Unless otherwise specified in the
Prospectus Supplement relating to a
Series of Securities, payments on the
CABS Securities will be distributed
directly to the Trustee as registered
owner of such CABS Securities.
The related Prospectus Supplement for a
Series will specify (such disclosure
may be on an approximate basis), to
the extent relevant and to the extent
such information is reasonably
available to the Depositor and the
Depositor reasonably believes such
information to be reliable, (i) the
aggregate approximate principal amount
and type of any CABS Securities to be
included in the Trust for such Series;
(ii) certain characteristics of the
Receivables which comprise the
underlying assets for the CABS
Securities; (iii) the expected
maturity and the final maturity of the
CABS Securities; (iv) the certificate
rate for the CABS Securities; (v) the
issuer or issuers of the CABS
Securities (the 'CABS Issuer'), the
servicer or servicers of the CABS
Securities (the 'CABS Servicer') and
the trustee or trustees of the
Securities (the 'CABS Trustee'); (vi)
certain characteristics of
enhancement, if any, such as reserve
funds, insurance policies, letters of
credit or guarantees relating to such
CABS Securities; (vii) any early
amortization events applicable to the
CABS Securities; (viii) the terms on

which underlying Receivables for such
CABS Securities may, or are required
to, be repurchased prior to stated
maturity; and (ix) the terms on which
substitute Receivables may be
delivered to replace those initially
deposited with the CABS Trustee. See
'THE TRUST ASSETS' herein.

B. Collection, Distribution,
Pre-Funding and other Trust
Accounts...................... Unless otherwise provided in the related
Prospectus Supplement, all payments on
or with respect to the Primary Assets
for a Series will be remitted directly
to an account (the 'Collection
Account') to be established for such
Series with the Trustee, or the
Servicer in the name of the Trustee.
Unless otherwise provided in the
related Prospectus Supplement the
Trustee shall be required to apply a
portion of the amount in the
Collection Account, together with
reinvestment earnings thereon at the
rate or rates specified in the related
Prospectus Supplement, to the payment,
if and as provided in the related
Prospectus Supplement, of certain
amounts payable to the Servicer under
the related Agreement and any other
person specified in the related
Prospectus Supplement, and to deposit
a portion of the amount in the
Collection Account into a separate
account (the 'Distribution Account')
to be established for such Series,
each in the manner and at the times
established in the related Prospectus
Supplement. All amounts deposited in
such Distribution Account will be
available unless otherwise

specified in the related Prospectus
Supplement, for (i) application to the
payment of principal of and interest
on such Series of Certificates on the
next Payment Date, (ii) the making of
adequate provision for future payments
on certain Classes of Certificates and
(iii) any other purpose specified in
the related Prospectus Supplement.
After applying the funds in the
Collection Account as described above,
any funds remaining in the Collection
Account may be paid over to the
Servicer, the Depositor, any provider
of Enhancement with respect to such
Series (an 'Enhancer') or any other
person entitled thereto in the manner

and at the times established in the
related Prospectus Supplement. From
time to time, various accounts,
including Pre-Funding Accounts, may be
created under the terms of the
documents related to a specific
Series.
In addition, a Prospectus Supplement may
provide that the assets of a Trust
will include a Pre-Funding Account
(the 'Pre-Funding Account'). To the
extent provided in the related
Prospectus Supplement, the Depositor
will be obligated (subject only to the
availability thereof) to deposit, and
the related Trust will be obligated to
accept (subject to the satisfaction of
certain conditions described in the
applicable Sale and Servicing
Agreement), additional Receivables
(the 'Subsequent Receivables') from
time to time (as frequently as daily)
during the Funding Period specified in
the related Prospectus Supplement
having an aggregate principal balance
approximately equal to the amount on
deposit in the Pre-Funding Account
(the 'Pre-Funded Amount') on the
related Closing Date.
Enhancement......................... If stated in the Prospectus Supplement
relating to a Series, enhancement may
be provided with respect to one or
more Classes of the Certificates of
such Series. Enhancement may be in the
form of the subordination of one or
more Classes of the Certificates of
such Series, a letter of credit, the
establishment of a cash collateral
guaranty or account, a surety bond,
insurance, the use of cross support
features or another method of
Enhancement described in the related
Prospectus Supplement, or any
combination of the foregoing. Series
Enhancement may also include any type
of derivative arrangement, including a
guaranteed rate agreement, maturity
liquidity facility, tax protection
agreement, interest rate cap or floor
agreement, interest rate or currency
swap agreement or other similar
arrangement. The Enhancement will
support the payments on the
Certificates and may be used for other

purposes, to the extent and under the
conditions specified in such related
Prospectus Supplement. See
'ENHANCEMENT' herein.
Enhancement for a Series may include one
or more of the following types of
Enhancement, or such other type of
Enhancement specified in the related
Prospectus Supplement.
The type, characteristics and amount of
the Enhancement will be determined
based on several factors, including
the characteristics of the Receivables
and Accounts underlying or comprising
the portfolio as of the relevant
Closing Date with respect to any
Series, and will be established on the
basis of requirements of each Rating
Agency rating the Certificates of such
Series. If so

specified in the related Prospectus
Supplement, any such Enhancement may
apply only in the event of certain
types of losses and the protection
against losses provided by such
Enhancement will be limited.
(a) Subordination........... A Series of Certificates may include one
or more Classes of Certificates which
are subordinate to one or more other
Classes of such Series. The rights of
the holders of any such subordinated
Certificates to receive distributions
on any Payment Date for such Series
will be subordinate in right and
priority to the rights of the holders
of Certificates which are senior to
such subordinated Certificates, but
only to the extent set forth in the
related Prospectus Supplement. If so
specified in the related Prospectus
Supplement, subordination may apply
only in the event of certain types of
losses not covered by another
Enhancement. The related Prospectus
Supplement will also set forth
information concerning the amount of
subordination of a Class or Classes of
subordinated Certificates in a Series,
the circumstances in which such
subordination will be applicable, the

manner, if any, in which the amount
subordinated will decrease over time,
and the conditions under which amounts
available from payments that would
otherwise be made to holders of such
subordinated Certificates will be
distributed to holders of Certificates
which are senior to such subordinated
Certificates. If cash flows otherwise
distributable to holders of a
subordinated Class of a Series will be
used as support for a Class of another
Series, the related Prospectus
Supplement will specify the manner and
conditions for applying such a
cross-support feature. See
'ENHANCEMENT--Subordination.'
(b) Letter of Credit........ If so specified in the related
Prospectus Supplement, support for a
Series or one or more Classes of a
Series may be provided by one or more
letters of credit. A letter of credit
may provide limited protection against
certain losses in addition to or in
lieu of another Enhancement. The
issuer of the letter of credit (the
'L/C Bank') will be obligated to honor
demands with respect to such letter of
credit, to the extent of the amount
available thereunder, to provide funds
under the circumstances and subject to
such conditions as are specified in
the related Prospectus Supplement. The
liability of the L/C Bank under its
letter of credit may be reduced by the
amount of unreimbursed payments
thereunder.
The maximum liability of an L/C Bank
under its letter of credit will
generally be an amount equal to a
percentage specified in the related
Prospectus Supplement of the initial
amount of a Series or a Class of such
Series. The maximum amount available
at any time to be paid under a letter
of credit will be determined in the
manner specified therein and in the
related Prospectus Supplement. See
'ENHANCEMENT--Letter of Credit.'

(c) Cash Collateral Guaranty
or Account................ If so specified in the related
Prospectus Supplement, support for a
Series or one or more Classes of a
Series may be provided by a guaranty
(the 'Cash Collateral Guaranty')
secured by the deposit of cash or
certain permitted investments in an
account the 'Cash Collateral Account')
reserved for the beneficiaries of the
Cash Collateral Guaranty or by a Cash
Collateral Account alone. The amount
available pursuant to the Cash
Collateral Guaranty or the Cash
Collateral Account will

be the lesser of amounts on deposit in
the Cash Collateral Account and an
amount specified in the related
Prospectus Supplement. The related
Prospectus Supplement will set forth
the circumstances under which payments
are made to beneficiaries of the Cash
Collateral Guaranty from the Cash
Collateral Account or from the Cash
Collateral Account directly.
(d) Reserve Fund............ If so specified in the related
Prospectus Supplement, the Depositor
may deposit cash, a letter or letters
of credit, short-term investments, or
other instruments acceptable to the
Rating Agency in one or more reserve
funds to be established in the name of
the Trustee (each, a 'Reserve Fund'),
which will be used, as specified in
such Prospectus Supplement, by the
Trustee to make required payments of
principal of or interest on the
Certificates of such Series, to make
adequate provision for future payments
on such Certificates or for any other
purpose specified in the Agreement,
with respect to such Series, to the
extent that funds are not otherwise
available. In the alternative or in
addition to such deposit, a Reserve
Fund for a Series may be funded
through application of all or a
portion of the excess cash flow from
the Primary Assets for such Series, to
the extent described in the related

Prospectus Supplement.
(e) Surety Bond or Insurance
Policy.................... If so specified in the related
Prospectus Supplement, support for a
Series or one or more Classes of a
Series may be provided by the posting
of a surety bond or the issuance of
insurance by an insurance company, in
each instance designed to assure the
distribution of interest or principal
on the Certificates of such Class or
Series in the manner and amount
specified in the related Prospectus
Supplement.
(f) Spread Account.......... If so specified in the related
Prospectus Supplement, support for a
Series or one or more Classes of a
Series may be provided by the periodic
deposit of certain available excess
cash flow from the Trust assets into
an account (the 'Spread Account')
intended to assure the subsequent
distribution of interest or principal
on the Certificates of such Class or
Series in the manner specified in the
related Prospectus Supplement.
(g) Derivative Products..... If so specified in the related
Prospectus Supplement, the Depositor
may enter into any type of derivative
arrangement with respect to the
Certificates of any Class or Series.
Such derivative arrangement may
include a guaranteed rate agreement, a
maturity liquidity facility, a tax
protection agreement, an interest rate
cap or floor agreement, an interest
rate or currency swap agreement or any
other similar arrangement.
Servicing........................... The Servicer will be responsible for
servicing, managing and making
collections on the Receivables for a
Series. The Servicer may perform such
functions alone, through subservicers
or in conjunction with a Master
Servicer. In performing these
functions, the Servicer will exercise
the same degree of skill and care that
it customarily exercises with respect
to similar receivables owned or
serviced by it. Under certain limited
circumstances, the Servicer may resign
or be removed, in which event either
the Trustee or a third-party servicer
will be appointed as successor

servicer. The Servicer will receive a
periodic fee as servicing compensation
and may, as specified herein and in
the related Prospectus Supplement,
receive certain

additional compensation. See
'SERVICING OF RECEIVABLES' herein.
Federal Income Tax Considerations... Except as set forth in the related
Prospectus Supplement, it is
anticipated that Special Tax Counsel
to the Depositor will be of the
opinion that, under existing law, the
Trust will be classified as either a
grantor trust under the Internal
Revenue Code of 1986, as amended (the
'Code'), and not as an association
taxable as a corporation or as an
owner trust and the Notes will be
treated as debt instruments for
Federal, state and local income and
franchise tax purposes as of the
Closing Date. See 'CERTAIN FEDERAL
INCOME TAX CONSIDERATIONS' for
additional information concerning the
application of Federal income tax
laws.
ERISA Considerations................ A fiduciary of any employee benefit plan
subject to the Employee Retirement
Income Security Act of 1974, as
amended ('ERISA'), or the Internal
Revenue Code of 1986, as amended (the
'Code'), should carefully review with
its own legal advisors whether the
purchase or holding of Certificates
could give rise to a transaction
prohibited or otherwise impermissible
under ERISA or the Code. See 'ERISA
CONSIDERATIONS.'
Legal Investment.................... Investors whose investment authority is
subject to legal restrictions should
consult their own legal advisors to
determine whether and to what extent
the Certificates constitute legal
investments for them.

Use of Proceeds..................... The Depositor will use the net proceeds
from the sale of each Series for one
or more of the following purposes: (i)
to purchase the related Primary
Assets, (ii) to repay indebtedness
which has been incurred to obtain
funds to acquire such Primary Assets,
(iii) to establish a Pre-Funding
Account for such Series, (iv) to
establish any Reserve Funds or Cash
Collateral Accounts described in the
related Prospectus Supplement, (v) to
provide enhancement for any other
Series or for securities issued by
another issuer, and (vi) to pay costs
of structuring and issuing such
Certificates, including the costs of
obtaining Enhancement, if any. If so
specified in the related Prospectus
Supplement, the purchase of the
Primary Assets for a Series may be
effected by an exchange of
Certificates with the Seller of such
Primary Assets. See 'USE OF PROCEEDS.'
Ratings............................. It will be a requirement for issuance of
any Series that the Certificates
offered by this Prospectus and the
related Prospectus Supplement be rated
by at least one Rating Agency in one
of its four highest applicable rating
categories. The rating or ratings
applicable to Certificates of each
Series offered hereby and by the
related Prospectus Supplement will be
as set forth in the related Prospectus
Supplement. A securities rating should
be evaluated independently of similar
ratings on different types of
securities.

RISK FACTORS

Limited Liquidity. There can be no assurance that a secondary market for
the Certificates of any Series will develop or, if it does develop, that such
market will provide Certificateholders with liquidity of investment or that it
will continue for the life of the Certificates of such Series. The
Underwriters presently expect to make a secondary market in the Certificates
offered hereby and pursuant to any Prospectus Supplement, but have no
obligation to do so.

Certain Legal Aspects. Each Seller will warrant in its Pooling and
Servicing Agreement, Master Pooling and Servicing Agreement, Sale and
Servicing Agreement or Trust Agreement (collectively, an 'Agreement') that the
transfer of the Receivables by it to the Trust is and will be either a valid
transfer and assignment of all right, title and interest in the Receivables
and all proceeds thereof to the Trust or the grant to the Trust of a security
interest in the Receivables. The Seller has taken and will take certain
actions required to perfect the Trust's interest in the Receivables. The
Seller has warranted that if the transfer by it to the Trust is deemed to be a
grant to the Trust of a security interest in the Receivables, the Trustee will
have a first priority perfected security interest therein. If the transfer of
the Receivables and all proceeds thereof to the Trust is deemed to create a
security interest therein, a tax or government lien on property of the Seller
arising before Receivables come into existence may have priority over the
Trust's interest in such Receivables. See 'CERTAIN LEGAL ASPECTS OF THE
RECEIVABLES--Transfer of Receivables.'

If any Seller is a regulated financial institution, to the extent that a
Seller grants a security interest in the Receivables to the Trust and that
security interest is validly perfected before any insolvency of the Seller and
is not granted or taken in contemplation of insolvency or with the intent to
hinder, delay or defraud the Seller or its creditors, that security interest
should not be subject to avoidance in the event of insolvency and
receivership, and payments to the Trust with respect to the Receivables should
not be subject to recovery by a conservator or receiver for the Seller. If,
however, the conservator or receiver were to assert a contrary position, or
were to require the Trustee to establish its right to those payments by
submitting to and completing the administrative claims procedure established
under the Financial Institutions Reform, Recovery and Enforcement Act of 1989
('FIRREA'), or the conservator or receiver were to request a stay of
proceedings with respect to the Seller as provided under FIRREA, delays in
payments on the Certificates and possible reductions in the amount of those
payments could occur. In the event of a Servicer Default, if a conservator or
receiver is appointed for the Servicer, and no Servicer Default other than
such conservatorship or receivership or insolvency of the Servicer exists, the
conservator or receiver may have the power to prevent either the Trustee or
the majority of the Certificateholders from effecting a transfer of servicing
to a successor Servicer. If a conservator or receiver were appointed for the
Seller pursuant to the Agreement, new Principal Receivables would not be
transferred to the Trust and the Trustee would sell the portion of the
Receivables allocable in accordance with the Agreement to each Series (unless
Certificateholders representing more than 50% of the Investor Amount of each
Series, or if any such Series has more than one Class of each Class of such
Series, instruct otherwise), thereby causing early termination of the Trust

and a loss to the Certificateholders if the net proceeds of such sale were
insufficient to pay Certificates in full. Upon the occurrence of a Liquidation
Event, if a conservator or receiver was appointed for the Seller and no
Liquidation Event other than such conservatorship, receivership or insolvency
of the Seller existed, the conservator or receiver may have the power to
prevent the early sale, liquidation or disposition of the Receivables and the
commencement of the Rapid Amortization Period. In addition, a conservator or
receiver for the Seller may have the power to cause early payment of the
Certificates. See 'CERTAIN LEGAL ASPECTS OF THE RECEIVABLES--Certain Matters
Relating to Receivership.'

The Accounts and the Receivables are subject to numerous Federal and state
consumer protection laws which impose requirements on the making and
collection of consumer loans. Such laws, as well as any new laws or rulings
which may be adopted, may adversely affect the Servicer's ability to collect
on the Receivables or maintain previous levels of finance charges, annual
cardholder fees and other fees, and failure by the Seller or the Servicer to
comply with such requirements also could adversely affect the Servicer's
ability to collect on the Receivables. Pursuant to the Agreement, the
Depositor covenants to accept the transfer of all Receivables in an Account if
any Receivable in such Account does not comply with all requirements of law,
if any Receivable is charged off as uncollectible or if the proceeds

of any Receivable in such Account are not available to the Trust. The
Depositor also makes certain other representations and warranties relating to
the validity and enforceability of the Accounts and the Receivables. However,
the Trustee will not make any examination of the Receivables or the records
relating thereto for the purpose of establishing the presence or absence of
defects, compliance with such representations and warranties, or for any other
purpose. The sole remedy if any such representation or warranty is breached
and such breach continues beyond the applicable cure period, if any, is that
the Depositor or the Servicer, as the case may be, will generally be obligated
to accept the transfer of all Receivables in the Account affected thereby. In
addition, in the event of a breach of certain representations and warranties,
the Depositor may be obligated to accept the reassignment and transfer of the
interest in the Trust of the holders of all Series.

Application of Federal and state bankruptcy and debtor relief laws would
affect the interests of the Certificateholders in the Receivables, if such
laws result in any Receivables being written off as uncollectible.

Certain Legal Concerns Applicable to Accounts. In November 1991, the
United States Senate voted to amend a then-proposed Senate banking bill to
include an amendment to the Federal Truth-in-Lending Act which would have
limited the annual percentage rate charged on credit card accounts to a rate
not exceeding four percentage points over the rate charged by the IRS on
underpayments of federal taxes. Based on the then-current IRS rate, such
amendment would have limited the maximum annual percentage rate for all credit
card accounts to 14%. Although the amendment was not approved by the House of
Representatives, the Depositor cannot predict whether Congress will pass a
similar bill in the future or if such a bill would be signed by the President.

The potential effect of any legislation which limits the amount of finance
charges that may be charged on credit card balances could be to reduce the Net
Portfolio Yield of a Series. If such Net Portfolio Yield for such Series is
reduced, a Liquidation Event may occur, and the Rapid Amortization Period for
such Series could commence prior to the Scheduled Amortization Date for such
Series. In addition, during the past year, there has been increased consumer
awareness of the level of finance charges and fees and other practices of card
issuers. As a result of these developments and other factors, there can be no
assurance as to whether any federal or state legislation will be promulgated
which would impose additional limitations on the monthly periodic finance
charges or fees relating to the Accounts.

Since October 1991, a number of lawsuits and administrative actions have
been filed in several states against out-of-state banks (both federally insured
state-chartered banks and federally insured national banks) which issue cards.
These actions challenge various fees and charges (such as late fees,
over-the-limit fees, returned payment check fees and annual membership fees)
assessed against residents of the states in which such suits were filed, based
on restrictions or prohibitions under such states' laws alleged to be applicable
to the out-of-state cards issuers. There can be no assurance that one of the
Sellers will not be named as a defendant in similar lawsuits or other
administrative actions. In December 1994, the Superior Court of Pennsylvania
reinstated a class-action law suit, stating that not all of Pennsylvania's
consumer protection laws which puport to prohibit credit card fees and
contingent defalut charges have been preempted by federal law. This case has
been appealed to the Pennslyvania Supreme Court. The Supreme Courts of
California, Colorado and New Jersey have also recently handed down decisions in
similar actions. The California and Colorado Supreme Courts opined that federal
law governs late fees and found for the defendant credit card issuers, while the
New Jersey Supreme Court found that late payment fees are not interest and that,
therefore, state law is not preempted by federal law with respect to such fees.
On January 19, 1996, the United States Supreme Court accepted an appeal from
the California Supreme Court's decision, which found that the charge in question
was goverend by federal law and was, therefore, proper.

Competition. The credit card and charge card industry is highly
competitive. There is increased competitive use of advertising, target
marketing and pricing competition in interest rates and annual cardholder fees
as both traditional and new credit card and charge card issuers seek to expand
or to enter the market. As a result of this competition, certain major credit
card and charge card issuers assess finance charges for selected portions of
their portfolios at rates lower than the rates currently being assessed on the
Accounts. A Seller's ability to compete in the credit card and charge card
industry will affect its ability to generate new Receivables.

Payments and Maturity. The Receivables in the Trust may be paid at any
time and there is no assurance that there will be additional Receivables
created in the Accounts the Receivables of which are designated for inclusion
in the Trust or that any particular pattern of cardholder repayments will

occur. The continuation of the Revolving Period of a Series will be dependent
upon the continued generation of new Receivables for the Trust. A significant
decline in the amount of Receivables generated in the Accounts could result in
the occurrence of a Liquidation Event for one or more Series and the
commencement of the Rapid Amortization Period for each such Series. A decrease
in the rate of payment by cardholders could delay the return of principal to
the Certificateholders during the Amortization Periods for each Series. See
'Receivable Yield Considerations' in the related Prospectus Supplement. Each
Agreement will provide that the Depositor or the related Seller may, or will
be required to, designate Additional Accounts, the Receivables of which will
be added to the Trust in the event that the amount of the Principal
Receivables is not maintained at a certain minimum amount. If Additional
Accounts are not designated by the Depositor or the related Seller when
required, a Liquidation Event for one or more Series may occur and result in
the commencement of a Rapid Amortization Period for such Series. See the
related Prospectus Supplement for a discussion of other events which might
lead to the commencement of the Rapid Amortization Period for a Series.

Basis Risk. If so specified in the related Prospectus Supplement, a
portion of the Accounts in a Trust will have finance charges set at a variable
rate above a designated prime rate or other designated index. A Series of
Certificates issued by such Trust may bear interest at a fixed rate or at a
floating rate based on an index other than the prime rate or other designated
index. If there is a decline in the prime rate or other designated index, the
amount of collections of Finance Charge Receivables on such Accounts may be
reduced, whereas the amounts payable as Monthly Interest on such Series of
Certificates and other amounts required to be funded out of Finance Charge
Receivables with respect to such Series may not be similarly reduced.

Social, Geographic and Economic Factors. Changes in card use, payment
patterns and the rate of defaults by cardholders may result from a variety of
social, economic and geographic factors. Social factors include the public's
perceptions of the use of credit cards. Legal factors include any charges in
the current legal structure affecting the relative balance of power between
credit card issuers and the obligors under credit card accounts. Economic
factors include the rate of inflation and relative interest rates offered for
various types of loans. Adverse changes in economic conditions in any states
where cardholders are located could have a direct impact on the timing and
amount of payments on the Certificates of any Series. The Depositor is unable
to determine and has no basis to predict whether, or to what extent, economic,
social or geographic factors will affect future card use or repayment
patterns. New credit card issuers have been entering the market while other
issuers have been seeking to expand market share through increased
advertising, target marketing and pricing competition. Additionally, the use
of incentive or affinity programs (e.g., gift awards for card usage) may
affect card usage patterns.

In 1992, a jury in Federal court in Utah held that the VISA association
violated antitrust laws when it denied membership in VISA to a subsidiary of
Sears Roebuck & Co., on the basis that another Sears subsidiary is the issuer
of the Discover Card, a competitor of the VISA credit card. In September 1994,
the United States Court of Appeals reversed the trial court's decision upholding
the verdict, and held VISA's conduct did not violate the antitrust laws. The

United States Court of Appeals denied Dean Witter, Discover and Co.'s motion for
a rehearing en banc, and in June 1995, the United Stated Supreme Court refused
to review the decision of the Court of Appeals. While the United Stated Supreme
Court refused to review the Court of Appeals decision with regard to Dean
Witter, Discover & Co's antitrust claims, the case is continuing on Dean Witter,
Discover & Co.'s state law claims and VISA'S counterclaims.

A Seller's Ability to Change Terms of the Receivables. Any Seller may have
the right to determine the finance charges and the other fees and charges
which will be applicable from time to time on its

Accounts, to alter the minimum monthly payment required under the Accounts and
to change various other terms of its agreement with cardholders with respect
to the Accounts. A decrease in the finance charges and the other fees and
charges assessed on the Accounts would decrease the effective yield on the
Accounts and could result in the occurrence of a Liquidation Event for one or
more Series and commencement of the Rapid Amortization Period for each such
Series. Under an Agreement a Seller may agree that, unless required by law or
as is otherwise necessary, in its good faith judgment, to maintain its credit
card business on a competitive basis, it will not reduce the annual percentage
rate at which finance charges are assessed on the Receivables or the other
fees and charges assessed on the Accounts, if, as a result of such reduction,
the Net Portfolio Yield for any Series (as defined below under 'Maturity
Assumptions') as of such date would be less than the Base Rate for such
Series. The terms 'Base Rate' and 'Net Portfolio Yield' for each Series have
the meanings set forth in the Prospectus Supplement relating to each such
Series. The Seller may also covenant that it will change the terms relating to
the Accounts only if the change is made applicable to the comparable segment
of the accounts owned and serviced by the Seller with characteristics the same
as or substantially similar to the Accounts, except as otherwise restricted by
the terms of the applicable cardholder agreement. In servicing Accounts, a
Servicer will be required to exercise the same care and apply the same
policies that it exercises in handling similar matters for its own comparable
accounts. Except as set forth above, the Agreement does not contain any
restrictions on the ability of a Seller to change the terms of the Accounts or
the Receivables. There can be no assurance that changes in applicable law,
changes in the marketplace or prudent business practice might not result in a
determination by a Seller to decrease finance charges or other fees and
charges for existing accounts, or take actions which would otherwise change
the terms of the Accounts.

Limited Nature of Rating. Any rating assigned to the Certificates of a
Series or a Class of a Series by a Rating Agency will reflect such Rating
Agency's assessment solely of the likelihood that Certificateholders will
receive the payments of interest and principal required to be made under the
Agreement and will be based primarily on the value of the Primary Assets in
the Trust and the availability of any Enhancement with respect to such Series
or Class of such Series. The rating will not be a recommendation to purchase,
hold or sell Certificates of such Series or Class of such Series, and such
rating will not comment as to the marketability of such Certificates, any

market price or suitability for a particular investor. There is no assurance
that any rating will remain for any given period of time or that any rating
will not be lowered or withdrawn entirely by a Rating Agency if in such Rating
Agency's judgment circumstances so warrant.

Book-Entry Certificates. Issuance of the Certificates in book-entry form
may reduce the liquidity of such Certificates in the secondary trading market
since investors may be unwilling to purchase Certificates for which they
cannot obtain physical certificates. See 'DESCRIPTION OF THE
CERTIFICATES--Book-Entry Registration' herein.

Because transactions in the Certificates can be effected only through DTC,
CEDEL, Euroclear, participating organizations, indirect participants and
certain banks, the ability of a Certificate Owner to pledge a Certificate to
persons or entities that do not participate in the DTC, CEDEL or Euroclear
system, or otherwise to take actions in respect of such Certificates, may be
limited due to lack of a physical certificate representing the Certificates.
See 'DESCRIPTION OF THE CERTIFICATES--Book-Entry Registration' herein.

Certificate Owners may experience some delay in their receipt of
distributions of interest and principal on the Certificates because such
distributions will be forwarded by the Trustee to DTC and DTC will credit such
distributions to the accounts of its Participants (as defined herein) which
will thereafter credit them to the accounts of Certificate Owners either
directly or indirectly through indirect participants. See 'DESCRIPTION OF THE
CERTIFICATES--Book-Entry Registration' herein.

DESCRIPTION OF THE CERTIFICATES

General

The Certificates will be issued in Series pursuant to separate Pooling and
Servicing Agreements, Master Pooling and Servicing Agreements, Sale and
Servicing Agreements or Trust Agreements

(collectively, an 'Agreement') between the Depositor, the Servicer and the
Trustee for the related Series identified in the related Prospectus
Supplement. A form of Agreement has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. The Agreement
relating to each Series of Certificates will be filed as an exhibit to a
report on Form 8-K to be filed with the Commission within 15 days following
the issuance of such Series of Certificates.

The Seller may agree to reimburse the Depositor for certain fees and
expenses of the Depositor incurred in connection with the offering of
Certificates.

The following summaries describe certain provisions in the Agreements
which are anticipated to be common to each Series of Certificates. The
summaries do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, the provisions of the Agreement and the

Prospectus Supplement relating to each Series of Certificates. Where
particular provisions or terms used in the Agreement are referred to, the
actual provisions (including definitions of terms) are incorporated herein by
reference as part of such summaries.

The Certificates are issuable in Series. Each Series will consist of one
or more Classes of Certificates, one or more of which may be Variable Interest
Certificates, Zero Coupon Certificates, Principal Only Certificates, Interest
Only Certificates or other types of Certificates as described in the related
Prospectus Supplement. A Series may also include one or more Classes of
Subordinate Certificates. The Certificates of each Series will be issued only
in fully registered form, without coupons, in the authorized denominations for
each Class specified in the related Prospectus Supplement. Upon satisfaction
of the conditions, if any, applicable to a Class of a Series, as described in
the related Prospectus Supplement, the transfer of the Certificates may be
registered and the Certificates may be exchanged at the office of the Trustee
specified in the related Prospectus Supplement without the payment of any
service charge other than any tax or governmental charge payable in connection
with such registration of transfer or exchange. If specified in the related
Prospectus Supplement, one or more Classes of a Series may be available in
book-entry form only.

Unless otherwise provided in the related Prospectus Supplement, payments
of principal of and interest on a Series of Certificates will be made on the
Payment Dates specified in the Prospectus Supplement relating to such Series
by check mailed to Certificateholders of such Series, registered as such at
the close of business on the record date specified in the related Prospectus
Supplement applicable to such Payment Dates at their addresses appearing on
the certificate register, except that (a) payments may be made by wire
transfer (at the expense of the Certificateholder requesting payment by wire
transfer) in certain circumstances described in the related Prospectus
Supplement and (b) final payments of principal in retirement of each
Certificate will be made only upon presentation and surrender of such
Certificate at the office of the Trustee specified in the related Prospectus
Supplement. Notice of the final payment on a Certificate will be mailed to the
holder of such certificate before the Payment Date on which the final
principal payment on any Certificate is expected to be made to the holder of
such Certificate.

Payments of principal of and interest on the Certificates will be made by
the Trustee, or a paying agent on behalf of the Trustee, as specified in the
related Prospectus Supplement. Unless otherwise provided in the related
Prospectus Supplement, all payments with respect to the Primary Assets for a
Series, together with reinvestment income thereon, amounts withdrawn from any
Reserve Fund, and amounts available pursuant to any other Enhancement will be
deposited directly into the Collection Account and, net, if and as provided in
the related Prospectus Supplement, of certain amounts payable to the Series
under the related Agreement and any other person specified in the related
Prospectus Supplement, will thereafter be deposited into the Distribution
Account and will be available to make payments on Certificates of such Series
on the next Payment Date, as the case may be. See 'THE TRUST
ASSETS--Collection and Distribution Accounts.'

Payments of Interest

The Certificates of each Class which by their terms are entitled to
receive interest will bear interest (calculated, unless otherwise specified in
the related Prospectus Supplement, on the basis of a 360-day year of twelve
30-day months) from the date and at the rate per annum specified, or
calculated in the

method described in the related Prospectus Supplement. Interest on such
Certificates of a Series will be payable on the Payment Date specified in the
related Prospectus Supplement. The rate of interest on Certificates of a
Series may be floating. Principal Only Certificates may not be entitled to
receive any interest distributions or may be entitled to receive only nominal
interest distributions. Any interest on Zero Coupon Certificates that is not
paid on the related Payment Date will accrue and be added to the principal
thereof on such Payment Date.

Interest payable on the Certificates on a Payment Date will include all
interest accrued during the period specified in the related Prospectus
Supplement. In the event interest accrues during the calendar month preceding
a Payment Date the effective yield to Certificateholders will be reduced from
the yield that would otherwise be obtainable if interest payable on the
Certificates were to accrue through the day immediately preceding such Payment
Date.

Payments of Principal

On each Payment Date for a Series, principal payments will be made to the
holders of the Certificates of such Series on which principal is then payable,
to the extent set forth in the related Prospectus Supplement. Such payments
will be made in an aggregate amount determined as specified in the related
Prospectus Supplement and will be allocated among the respective Classes of a
Series in the manner, at the times and in the priority (which may, in certain
cases, include allocation by random lot) set forth in the related Prospectus
Supplement.

Final Scheduled Payment Date

The Final Scheduled Payment Date of each Class of a Series of Certificates
will be specified in the related Prospectus Supplement and will be the date
(calculated on the basis of the assumptions applicable to such Series
described therein) on which the entire aggregate principal balance of such
Class is expected to be reduced to zero. Because payments on the Primary
Assets will be used to make distributions in reduction of the outstanding
principal amount of the Certificates, it is likely that the actual final
Payment Date of any such Class will occur earlier, and may occur substantially
earlier, than its Final Scheduled Payment Date.

Companion Series

If so specified in the related Prospectus Supplement, a Series of
Certificates may be paired with another Series issued by the related Trust (a

'Companion Series') on or prior to the commencement of an Accumulation Period
or Amortization Period for such Series. As the Investor Interest of the Series
having a Companion Series is reduced, the Investor Interest of the Companion
Series will increase by an equal amount. Upon payment in full of such Series,
the Investor Interest of the Companion Series will be equal to the amount of
the Investor Interest paid to Certificateholders of such Series.

Optional Purchase or Termination

The Depositor may, at its option, purchase a Class of Certificates of any
Series, on any Payment Date under the circumstances, if any, specified in the
Prospectus Supplement relating to such Series. Alternatively, if so specified
in the related Prospectus Supplement for a Series of Certificates, the
Depositor, the Servicer, or another entity designated in the related
Prospectus Supplement may, at its option, cause an early termination of a
Trust by repurchasing all of the Primary Assets from such Trust on or after a
date specified in the related Prospectus Supplement, or on or after such time
as the aggregate outstanding principal amount of the Certificates or Primary
Assets, as specified in the related Prospectus Supplement, is less than the
amount or percentage specified in the related Prospectus Supplement. Notice of
such purchase or termination must be given by the Depositor or the Trustee
prior to the related date. The purchase or repurchase price will be set forth
in the related Prospectus Supplement.

In addition, the related Prospectus Supplement may provide other
circumstances under which holders of Certificates of a Series could be fully
paid significantly earlier than would otherwise be the case as a result of the
occurrence of an Early Amortization Event.

Book-Entry Registration

If so specified in the related Prospectus Supplement, Certificateholders
may hold their Certificates through DTC (in the United States) or CEDEL or
Euroclear (in Europe) if they are participants of such systems, or indirectly
through organizations which are participants in such systems.

Cede, as nominee for DTC, will hold one or more global Certificates.
Unless and until Definitive Certificates are issued under the limited
circumstances described in the related Prospectus Supplement, all references
herein or in such Prospectus Supplement to actions by Certificateholders shall
refer to actions taken by DTC upon instructions from its participating
organizations (the 'Participants') and all references herein to distributions,
notices, reports and statements to Certificateholders shall refer to
distributions, notices, reports and statements to DTC or Cede, as the
registered holder of the Certificates, as the case may be, for distribution to
Certificateholders in accordance with DTC procedures.

CEDEL and Euroclear will hold omnibus positions on behalf of their
participants through customers' securities accounts in CEDEL's and Euroclear's
names on the books of their respective Depositaries which in turn will hold
such positions in customers' securities accounts in the Depositaries' names on

the books of DTC. Citibank, N.A. will act as depositary for CEDEL and Morgan
Guaranty Trust Company of New York will act as depositary for Euroclear (in
such capacities, the 'Depositaries').

Transfers between DTC participants will occur in the ordinary way in
accordance with DTC rules. Transfers between CEDEL Participants and Euroclear
Participants will occur in the ordinary way in accordance with their
applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through CEDEL or
Euroclear participants, on the other, will be effected in DTC in accordance
with DTC rules on behalf of the relevant European international clearing
system by its Depositary; however, such cross-market transactions will require
delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its Depositary to take action
to effect final settlement on its behalf by delivering or receiving securities
in DTC, and making or receiving payment in accordance with normal procedures
for same-day funds settlement applicable to DTC. CEDEL Participants and
Euroclear Participants may not deliver instructions directly to the
Depositaries.

Because of time-zone differences, credits of securities received in CEDEL
or Euroclear as a result of a transaction with a DTC participant will be made
during subsequent securities settlement processing and dated the business day
following the DTC settlement date. Such credits or any transactions in such
securities settled during such processing will be reported to the relevant
Euroclear or CEDEL participant on such business day. Cash received in CEDEL or
Euroclear as a result of sales of securities by or through a CEDEL Participant
or a Euroclear Participant to a DTC participant will be received with value on
the DTC settlement date but will be available in the relevant CEDEL or
Euroclear cash account only as of the business day following settlement in
DTC. For additional information regarding clearance and settlement procedures
for the Certificates, see Annex I hereto and for information with respect to
tax documentation procedures relating to the Certificates, see Annex I hereto
and 'CERTAIN FEDERAL INCOME TAX CONSIDERATIONS--Foreign Investors.'

DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a 'clearing
corporation' within the meaning of the New York UCC, and a 'clearing agency'
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for its Participants and facilitate the
clearance and settlement of securities transactions between Participants
through electronic book-entry changes in accounts of its

Participants, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers, banks,
trust companies and clearing corporations and may include certain other

organizations (including the Underwriters). Indirect access to the DTC system
also is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodian relationship with a
Participant, either directly or indirectly (the 'Indirect Participants').

Certificateholders that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other
interests in, Certificates may do so only through Participants and Indirect
Participants. In addition, Certificateholders will receive all distributions
of principal of and interest on the Certificates from the Trustee, as paying
agent, or its successor in such capacity (the 'Paying Agent'), through the
Participants who in turn will receive them from DTC. Under a book-entry
format, Certificateholders may experience some delay in their receipt of
payments, since such payments will be forwarded by the Paying Agent to Cede,
as nominee for DTC. DTC will forward such payments to its Participants which
thereafter will forward them to Indirect Participants or Certificateholders.
It is anticipated that the only 'Certificateholder' for a Series may be Cede,
as nominee of DTC. Certificateholders would not then be recognized by the
Trustee as Certificateholders, as such term is used in the Agreement, and
Certificateholders would only be permitted to exercise the rights of
Certificateholders indirectly through the Participants who in turn will
exercise the rights of Certificateholders through DTC.

Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among
Participants on whose behalf it acts with respect to the Certificates and is
required to receive and transmit distributions of principal of and interest on
the Certificates. Participants and Indirect Participants with which
Certificateholders have accounts with respect to the Certificates similarly
are required to make book-entry transfers and receive and transmit such
payments on behalf of their respective Certificateholders. Accordingly,
although Certificateholders will not possess Certificates, Certificateholders
will receive payments and will be able to transfer their interests.

DTC will take any action permitted to be taken by a Certificateholder
under the Agreement only at the direction of one or more Participants to whose
account with DTC the Certificates are credited. Additionally, DTC will take
such actions with respect to specified percentages of the Certificateholders'
interests only at the direction of and on behalf of Participants whose
holdings include undivided interests that satisfy such specified percentages.
DTC may take conflicting actions with respect to other undivided interests to
the extent that such actions are taken on behalf of Participants whose
holdings include such undivided interests.

Centrale de Livraison de Valeurs Mobilieres S.A. ('CEDEL') is incorporated
under the laws of Luxembourg as a professional depositary. CEDEL holds
securities for its participating organizations ('CEDEL Participants') and

facilitates the clearance and settlement of securities transactions between
CEDEL Participants through electronic book-entry changes in accounts of CEDEL
Participants, thereby eliminating the need for physical movement of
certificates. Transactions may be settled in CEDEL in any of 28 currencies,
including United States dollars. CEDEL provides to its Participants, among
other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. CEDEL interfaces with domestic markets in several countries. As a
professional depositary, CEDEL is subject to regulation by the Luxembourg
Monetary Institute. Cedel Participants are recognized financial institutions
around the world, including underwriters, securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations
and may include the Underwriters. Indirect access to CEDEL is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a CEDEL Participant, either
directly or indirectly.

The Euroclear System was created in 1968 to hold securities for its
participants ('Euroclear Participants') and to clear and settle transactions
between Euroclear Participants through simultaneous

electronic book-entry delivery against payment, thereby eliminating both the
need for physical movement of certificates and the risk resulting from
transfers of securities and cash that are not simultaneous.

The System has subsequently been extended to clear and settle transactions
between Euroclear Participants and counterparties both in CEDEL and in many
domestic securities markets. Transactions may be settled in any of 32
settlement currencies, including United States dollars. In addition to
safekeeping (custody) and securities clearance and settlement, the Euroclear
System includes securities lending and borrowing and money transfer services.
The Euroclear System is operated by the Brussels, Belgium, office of Morgan
Guaranty Trust Company of New York (the 'Euroclear Operator'), under contract
with Euroclear Clearance System S.C., a Belgian cooperative corporation that
establishes policy on behalf of Euroclear Participants. The Euroclear Operator
is the Belgian branch of a New York banking corporation which is a member bank
of the Federal Reserve System. As such, it is regulated and examined by the
Board of Governors of the Federal Reserve System and the New York State
Banking Department, as well as the Belgian Banking Commission.

All operations are conducted by the Euroclear Operator and all Euroclear
securities clearance accounts and cash accounts are accounts with the
Euroclear Operator. They are governed by the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System,
and applicable Belgian law (collectively, the 'Terms and Conditions'). The
Terms and Conditions govern all transfers of securities and cash, both within
the System and receipts and withdrawals of securities and cash. All securities
in the Euroclear System are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts.

Euroclear Participants include banks (including central banks), securities

brokers and dealers and other professional financial intermediaries and may
include the Underwriters. Indirect access to the Euroclear System is also
available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly. The
Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.

Distributions with respect to Certificates held through CEDEL or Euroclear
will be credited to the cash accounts of CEDEL Participants or Euroclear
Participants in accordance with the relevant system's rules and procedures, to
the extent received by its Depositary. Such distributions will be subject to
tax reporting in accordance with relevant United States tax laws and
regulations. See 'Certain Federal Income Tax Considerations.' The CEDEL or the
Euroclear Operator, as the case may be, will take any other action permitted
to be taken by a Certificateholder under the Agreement on behalf of a CEDEL
Participant or Euroclear Participant only in accordance with its relevant
rules and procedures and subject to its Depositary's ability to effect such
actions on its behalf through DTC.

Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of Certificates among participants of DTC,
CEDEL and Euroclear, they are under no obligation to perform or continue to
perform such procedures and such procedures may be discontinued at any time.

Definitive Certificates

The Certificates of any Series will be issued in fully registered,
certificated form to Certificateholders or their respective nominees
('Definitive Certificates'), rather than to DTC or its nominee only if (i) the
Depositor advises the Trustee in writing that DTC is no longer willing or able
to discharge properly its responsibilities as depository with respect to the
Certificates, and the Trustee or the Depositor are unable to locate a
qualified successor, (ii) the Depositor, at its option, elects to terminate
the book-entry system through DTC or (iii) after the occurrence of a Servicer
Default, Certificateholders of the related series evidencing not less than 50%
of the aggregate unpaid principal amount of the Certificates advise the
Trustee and DTC through Participants in writing that the continuation of a
book-entry system through DTC (or a successor thereto) is no longer in the
best interests of the Certificateholders.

Upon the occurrence of any of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Definitive Certificates. Upon surrender by DTC of
the definitive certificates representing the Certificates, and instructions
for re-registration, the Trustee will issue such Certificates in the form of
Definitive Certificates, and thereafter the Trustee will recognize the holders
of such Definitive Certificates as Certificateholders, under the Agreement and
the Series Supplement ('Holders').

If Definitive Certificates are issued, distribution of principal and

interest on the Definitive Certificates will be made by the Paying Agent or
the Trustee directly to the Holders in whose names the Definitive Certificates
were registered on the related Record Date in accordance with the procedures
set forth herein and in the Agreement and the Series Supplement. Distributions
will be made by check mailed to the address of each Holder as it appears on
the register maintained by the Trustee, except that the final payment on any
Definitive Certificate will be made only upon presentation and surrender of
such Definitive Certificate on the date for such final payment at such office
or agency as is specified in the notice of final distribution to Holders. The
Trustee will provide such notice to Holders not later than the fifth day of
the month of the final distribution.

Definitive Certificates will be transferable and exchangeable at the
offices of the Transfer Agent and Registrar, which shall initially be
Citibank. No service charge will be imposed for any registration of transfer
or exchange, but the Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith.

Each series of Securities may include one or more classes of Notes, which
will be issued pursuant to an Indenture between the Trust and the Indenture
Trustee (as amended and supplemented from time to time, an 'Indenture'). The
terms of any Notes will be set forth in the Prospectus Supplement relating to
such Notes.

All discussions in this Prospectus of the Certificates, the terms thereof
as well as any investment considerations related thereto will be generally
applicable to any Notes.

TRUST ASSETS

General

The Trust for each Series of Certificates will be composed of certain
assets delivered, assigned and transferred to the Trustee by the Depositor, in
each case consisting, unless otherwise specified in the related Prospectus
Supplement, of (i) the Primary Assets, (ii) any Enhancement, (iii) the amount,
if any, initially deposited in the Collection Account, Distribution Account or
Pre-Funding Account for a Series as specified in the related Prospectus
Supplement.

The Primary Assets for a Series will be sold by the Seller to the
Depositor or purchased by the Depositor in secondary market transactions, not
from the issuer of such CABS Securities or an affiliate thereof, or, in the
case of the Receivables, in privately negotiated transactions, which may include
transactions with affiliates. Receivables relating to a Series will be serviced
by the Servicer, which may be the Seller, specified in the related Prospectus
Supplement, either pursuant to a Pooling and Servicing Agreement or, if
serviced by the Seller, a Sale and Servicing Agreement (any of the Pooling and
Servicing Agreements or the Sale and Servicing Agreements are referred to
herein individually as an 'Agreement').

Primary Assets included in the Trust for a Series may consist of any
combination of Receivables and CABS Securities, to the extent and as specified

in the related Prospectus Supplement.

The following is a brief description of the Primary Assets expected to be
included in the Trusts. Specific information regarding the Primary Assets will
be provided in the related Prospectus Supplement and, to the extent not
contained in the related Prospectus Supplement, in a report on Form 8-K to be
filed with the Securities and Exchange Commission within fifteen days after
the initial issuance of such Certificate. A copy of the Agreement with respect
to each Series of Certificates, or the Indenture with respect to each Series
of Notes, will be attached to the Form 8-K and will be available for
inspection at the corporate trust office of the Trustee specified in the
related Prospectus Supplement.

The Receivables

General. The Primary Assets for a Series may consist, in whole or in part,
of consumer, corporate, revolving credit card, charge card or debit card
receivables (collectively, the 'Receivables') generated from time to time in
the ordinary course of business in a portfolio of consumer, corporate,
revolving credit card, charge card or debit card accounts (collectively, the
'Accounts'). The Accounts will consist of the Initial Accounts sold by a
Seller, as well as any Additional Accounts added from time to time, but will
not include any Removed Accounts. Each Seller will convey to the Trust all
Receivables existing on the Cut-off Date in certain consumer, revolving credit
card, charge card or debit card accounts (the 'Initial Accounts') and all
Receivables arising in the Initial Accounts from time to time thereafter until
the termination of the Trust. The Receivables may be payable in U.S. dollars
or in any other foreign currency. After the Cut-off Date, the Seller will
convey to the Trust the Receivables in certain New Accounts and the
Receivables in certain other Accounts included in certain Lump Sum Additions,
in each case in accordance with the provisions of the Agreement. In addition,
pursuant to the Agreement, the Seller in some circumstances will be obligated
to designate Additional Accounts the Receivables in which will be included in
the Trust or, in lieu thereof or in addition thereto, to include
Participations in the Trust. Additional Accounts will consist of New Accounts
and accounts relating to any Lump Sum Additions. The Seller will convey to the
Trust all Receivables in Additional Accounts, whether such Receivables are
then existing or thereafter created. The addition to the Trust of Receivables
in Additional Accounts or Participations will be subject to certain
conditions.

Pursuant to the Agreement, the Seller will have the right (subject to
certain limitations and conditions), but not the obligation, to remove the
Receivables in certain Accounts from the Trust ('Removed Accounts'). If so
specified in the related Prospectus Supplement, the Seller will be able to
include in the related Trust, participations representing undivided interests
in a pool of assets primarily consisting of revolving credit card accounts or
other revolving credit accounts owned by the Seller or any affiliate thereof
and collections thereon ('Participations').

Credit Card Accounts and Receivables. The Credit Card Receivables consist

of periodic finance charges, annual membership fees, cash advance fees and
late charges on amounts charged for merchandise and services and certain other
fees designated by the Seller ('Finance Charge Receivables') and all amounts
charged by cardholders for merchandise and services, amounts advanced to
cardholders as cash advances and all other fees billed to cardholders on the
Accounts ('Principal Receivables'). In addition, certain Interchange
attributed to cardholder charges for merchandise and services in the Accounts
may be treated as Finance Charge Receivables. Recoveries of charged-off
Finance Charge Receivables will be treated as collections of Finance Charge
Receivables and recoveries of charged-off Principal Receivables will be
applied against charge-offs of Principal Receivables. From time to time,
subject to certain conditions, certain of the amounts described above which
are included in Principal Receivables may be treated as Finance Charge
Receivables. The amount of Receivables will fluctuate from day to day as new
Receivables are generated or added to the Trust and as existing Receivables
are collected, charged-off as uncollectible or otherwise adjusted.
'Interchange' consists of certain fees received by a credit card-issuing bank
from the VISA and MasterCard International associations as partial
compensation for taking credit risk, absorbing fraud losses and funding
receivables for a limited period prior to initial billing. Under the VISA and
MasterCard International systems, a portion of the Interchange in connection
with cardholder charges for merchandise and services is passed from banks
which clear the transactions for merchants to credit card-issuing banks. VISA
and MasterCard International may from time to time change the amount of
Interchange reimbursed to banks issuing their credit cards.

Charge Card Accounts and Receivables. Charge Card Receivables consist of
amounts charged on designated Accounts for merchandise and services, and all
annual membership fees and certain other administrative fees billed to the
designated Accounts. Receivables originated under Charge Card Accounts are not
subject to a monthly finance charge.

There are distinctions between the Credit Card Accounts and the Charge
Card Accounts. The Credit Card Accounts offer revolving credit plans to their
customers. Charge Card Accounts generally have no pre-set spending limit and
are designed for use as a convenient method of payment for the purchase of
merchandise and services. Charge Card Accounts generally cannot be used as a
means of

financing such purchases. Accordingly, the full balance of a month's purchases
is billed to cardmembers and is due upon receipt of the billing statement. By
contrast, revolving credit plans allow customers to make a minimum monthly
payment and to borrow the remaining outstanding balance from the credit issuer
up to a predetermined limit. As a result of these payment requirement
differences, the Charge Card Accounts have a high monthly payment rate and
balances which turn over rapidly relative to their charge volume when compared
to Credit Card Accounts.

Another distinction between Charge Card Accounts and Credit Card Accounts
is that Charge Card Account balances are generally not subject to monthly
finance charges. As described above, the full Account balance is billed

monthly and is due upon receipt of the billing statement. Cardmembers do not
have the option of using their Charge Card Accounts to extend payment and to
pay a finance charge on the remaining outstanding balance. Credit Card
Accounts, by contrast, do allow customers to pay a specified minimum portion
of an outstanding amount and to finance the balance at a finance charge rate
determined by the credit card issuer. (Because Charge Card Account balances
are not assessed finance charges, for the purpose of providing yield to the
Trust a portion of Collections on Receivables in Accounts received in any Due
Period equal to the product of Collections and the Yield Factor will generally
be treated as Yield Collections.) Each related Prospectus Supplement, where
applicable, will describe the Yield Calculation for a specific portfolio of
Charge Card Accounts.

Additional Information Relating to Receivables

The related Prospectus Supplement for each Series will provide information
with respect to the Receivables that are Primary Assets as of the Cut-off
Date, including, among other things, the aggregate principal balance of the
Receivables and whether the Receivables are Credit Card Receivables or Charge
Card Receivables.

The eligibility criteria which shall apply with respect to the Primary
Assets will be specified in the related Prospectus Supplement. The related
Prospectus Supplement will provide information, including, among other things,
(a) underwriting criteria; (b) the loss and delinquency experience for the
portfolio of Receivables; (c) the composition of the portfolio by account
balance; and (d) the geographic distribution of Accounts and Receivables. The
related Prospectus Supplement will also specify any other limitations on the
types or characteristics of Receivables for a Series.

If information of the nature described above respecting the Receivables is
not known to the Seller at the time the Certificates are initially offered,
approximate or more general information of the nature described above will be
provided in the related Prospectus Supplement and additional information will
be set forth in a Current Report on Form 8-K to be available to investors on
the date of issuance of the related Series and to be filed with the Commission
within 15 days after the initial issuance of such Certificates.

CABS Securities

General. Primary Assets for a Series may consist, in whole or in part, of
CABS Securities which include certificates evidencing an undivided interest
in, or notes or loans secured by, Receivables generated in Accounts. Such
certificates, notes or loans will have previously been (a) offered and
distributed to the public pursuant to an effective registration statement or
are being registered under the Securities Act of 1933 in connection with the
offering of a Series of Securities or (b) purchased in a transaction not
involving any public offering from a person who is not an affiliate of the
issuer of such securities at the time of sale (nor an affiliate thereof at any
time during the three preceding months); provided a period of three years has
elapsed since the later of the date the securities were acquired from the issuer
or an affiliate thereof. CABS Securities will have been issued pursuant to a
Pooling and Servicing Agreement, a Master Pooling and Servicing Agreement, a
Sale and Servicing Agreement, a Trust Agreement, Indenture or similar

agreement (a 'CABS Agreement'). The seller/servicer of the underlying
Receivables will have entered into the CABS Agreement with the trustee under
such CABS Agreement (the 'CABS Trustee'). Receivables underlying a CABS
Security will be serviced by a servicer (the 'CABS Servicer') directly or by
one or more sub-servicers who may be subject to the supervision of the CABS
Servicer.

All purchases of CABS Securities for a Series by the Seller or the
Depositor will be made in secondary market transactions, not from the issuer of
such CABS Securities or any affiliate thereof. As a result, no such purchases
of CABS Securities offered and distributed to the public pursuant to an
effective registration statement will be made by the Seller or Depositor for at
least ninety days after the initial issuance of such CABS Securities.

The issuer of the CABS Securities (the 'CABS Issuer') will be a financial
institution, corporation, or other entity engaged generally in the business of
issuing credit or charge cards; any form of store or merchandiser that issues
credit or charge cards; or a limited purpose corporation organized for the
purpose of, among other things, establishing trusts and acquiring and selling
receivables to such trusts,

and selling beneficial interests in such trusts; or one of such trusts. If so
specified in the related Prospectus Supplement, the CABS Issuer may be an
affiliate of the Depositor. The obligations of the CABS Issuer will generally
be limited to certain representations and warranties with respect to the
assets conveyed by it to the related trust. Unless otherwise specified in the
related Prospectus Supplement, the CABS Issuer will not have guaranteed any of
the assets conveyed to the related trust or any of the CABS Securities issued
under the CABS Agreement.

Distributions of principal and interest will be made on the CABS
Securities on the dates specified in the related Prospectus Supplement. The
CABS Securities may be entitled to receive nominal or no principal
distributions or nominal or no interest distributions. Principal and interest
distributions will be made on the CABS Securities by the CABS Trustee or the
CABS Servicer. The CABS Issuer or the CABS Servicer may have the right to
repurchase assets underlying the CABS Securities after a certain date or under
other circumstances specified in the related Prospectus Supplement.

Underlying Receivables. The Receivables underlying the CABS Securities may
consist of Credit Card Receivables or Charge Card Receivables.

Enhancement Relating to CABS Securities. Enhancement in the form of
reserve funds, subordination of other CABS issued under the CABS Agreement,
guarantees, letters of credit, cash collateral accounts, insurance policies or
other types of Enhancement may be provided with respect to the Receivables
underlying the CABS Securities or with respect to the CABS Securities
themselves. The type, characteristics and amount of Enhancement will be a
function of certain characteristics of the Receivables and other factors and

will have been established for the CABS Securities on the basis of
requirements of the rating agencies.

Additional Information. The related Prospectus Supplement for a Series for
which the Primary Assets includes CABS Securities will specify, to the extent
relevant and to the extent such information is reasonably available to the
Depositor and the Depositor reasonably believes such information to be
reliable, (i) the aggregate approximate principal amount and type of the CABS
Securities to be included in the Primary Assets; (ii) certain characteristics
of the Receivables which comprise the underlying assets for the CABS
Securities including, (A) whether such Receivables are Credit Card Receivables
or Charge Card Receivables, (B) the fees and charges associated with such
Receivables and (C) the servicing fee or range of servicing fees with respect
to the Receivables; (iii) the expected and final maturity of the CABS
Securities; (iv) the interest rate of the CABS Securities; (v) the CABS
Issuer, the CABS Servicer (if other than the CABS Issuer) and the CABS Trustee
for such CABS Securities; (vi) certain characteristics of Enhancement, if any,
such as reserve funds, insurance policies, letters of credit or guarantees
relating to the Receivables underlying the CABS Securities or to such CABS
Securities themselves; (vii) the terms on which the underlying Receivables for
such CABS Securities may, or are required to, be purchased prior to their
stated maturity or the stated maturity of the CABS Securities; and (viii) the
terms on which Receivables may be substituted for those originally underlying
the CABS Securities.

If information of the nature described above representing the CABS
Securities is not known to the Depositor at the time the Certificates are
initially offered, approximate or more general information of the nature
described above will be provided in the related Prospectus Supplement and the
additional information, if available, will be set forth in a Current Report on
Form 8-K to be available to investors on the date of issuance of the related
Series and to be filed with the Commission within 15 days of the initial
issuance of such Certificates.

Collection and Distribution Accounts

A separate Collection Account will be established by the Trustee or the
Servicer, in the name of the Trustee, for each Series of Certificates for
receipt of the amount of cash, if any, specified in the related Prospectus
Supplement to be initially deposited therein by the Depositor, all amounts
received on or with respect to the Primary Assets and, unless otherwise
specified in the related Prospectus Supplement, income earned thereon. Certain
amounts on deposit in such Collection Account and certain amounts available
pursuant to any Enhancement, as provided in the related Prospectus Supplement,
will be deposited in a related Distribution Account, which will also be
established by the

Trustee for each such Series of Certificates, for distribution to the related
Certificateholders. The Trustee will invest the funds in the Collection and
Distribution Accounts in Eligible Investments maturing, with certain
exceptions, not later, in the case of funds in the Collection Account, than

the day preceding the date such funds are due to be deposited in the
Distribution Account or otherwise distributed and, in the case of funds in the
Distribution Account, than the day preceding the next Payment Date for the
related Series of Certificates. Eligible Investments include, among other
investments, obligations of the United States and certain agencies thereof,
federal funds, certificates of deposit, commercial paper, demand and time
deposits and banker's acceptances, certain repurchase agreements of United
States government securities and certain guaranteed investment contracts, in
each case, acceptable to the Rating Agency.
From time to time, various accounts including Pre-Funding Accounts may be
created under the terms of the documents related to a specific Series.

ENHANCEMENT
General

For any Series, Enhancement may be provided with respect to one or more
Classes thereof. Enhancement may be in the form of the subordination of one or
more Classes of the Certificates of such Series, a letter of credit, the
establishment of a cash collateral guaranty or account, a surety bond,
insurance, the use of cross support features or another method of Enhancement
described in the related Prospectus Supplement, or any combination of the
foregoing. Enhancement may also include any type of derivative product or
arrangement. If so specified in the related Prospectus Supplement, any form of
Enhancement may be structured so as to be drawn upon by more than one Class to
the extent described therein.

Unless otherwise specified in the related Prospectus Supplement for a
Series, the Enhancement will not provide protection against all risks of loss
and will not guarantee repayment of the entire principal balance of the
Certificates and interest thereon. If losses occur which exceed the amount
covered by the Enhancement or which are not covered by the Enhancement,
certificateholders will bear their allocable share of deficiencies.

If Enhancement is provided with respect to a Series, the related
Prospectus Supplement will include a description of (a) the amount payable
under such Enhancement, (b) any conditions to payment thereunder not otherwise
described herein, (c) the conditions (if any) under which the amount payable
under such Enhancement may be reduced and under which such Enhancement may be
terminated or replaced and (d) any material provisions of any agreement
relating to such Enhancement. Additionally, the related Prospectus Supplement
may set forth certain information with respect to the issuer of any
third-party Enhancement, including (i) a brief description of its principal
business activities, (ii) its principal place of business, place of
incorporation and the jurisdiction under which it is chartered or licensed to
do business, (iii) if applicable the identity of regulatory agencies which
exercise primary jurisdiction over the conduct of its business and (iv) its
total assets, and its stockholders' or policyholders' surplus, if applicable,
as of the date specified in the related Prospectus Supplement.

Subordination

If so specified in the related Prospectus Supplement, one or more Classes
of a Series may be subordinated to one or more other Classes of a Series. If
so specified in the related Prospectus Supplement, the rights of the holders

of the subordinated Certificates to receive distributions of principal and/or
interest on any Payment Date will be subordinated to such rights of the
holders of the Certificates which are senior to such subordinated Certificates
to the extent set forth in the related Prospectus Supplement. The amount of
subordination will decrease whenever amounts otherwise payable to the holders
of subordinated Certificates are paid to the holders of the Certificates which
are senior to such subordinated Certificates.

Letter of Credit

If so specified in the related Prospectus Supplement, a letter of credit
with respect to a Series or Class of Certificates may be issued by the bank or
financial institution specified in the related Prospectus Supplement (the 'L/C
Bank'). Under the letter of credit, the L/C Bank will be obligated to honor
drawings thereunder in an aggregate fixed dollar amount, net of unreimbursed
payments thereunder, equal to the amount described in the related Prospectus
Supplement. The amount available under the letter of credit will be reduced to
the extent of the unreimbursed payments thereunder.

Cash Collateral Guaranty or Account

If specified in the related Prospectus Supplement, the Certificates of any
Class or Series may have the benefit of a Cash Collateral Guaranty issued
pursuant to a trust agreement between a cash collateral depositor, a cash
collateral trustee and the Seller and Servicer or a Cash Collateral Account
directly. The Cash Collateral Guaranty will generally be an obligation of the
cash collateral trust and not of the cash collateral depositor, the cash
collateral trustee (except to the extent of amounts on deposit in the cash
collateral account), the Trustee or the Seller or the Servicer.

The Servicer will determine on each Determination Date with respect to the
Series enhanced by the Cash Collateral Guaranty or the Cash Collateral Account
whether a deficiency exists with respect to the payment of interest and/or
principal on the Certificates so enhanced. If the Servicer determines that a
deficiency exists, it shall instruct the Trustee for such Series to draw an
amount equal to such deficiency from the Cash Collateral Guaranty or the Cash
Collateral Account, up to the maximum amount available thereunder.

Reserve Fund

If so specified in the Prospectus Supplement relating to a Series of
Certificates, the Depositor will deposit into one or more funds to be
established with the Trustee as part of the Trust for such Series or for the
benefit of any Enhancer with respect to such Series (the 'Reserve Fund') cash,
a letter or letters of credit, Eligible Investments, or other instruments
meeting the criteria of the Rating Agency rating any Series of the
Certificates in the amount specified in such Prospectus Supplement. In the
alternative or in addition to such deposit, a Reserve Fund for a Series may be
funded over time through application of all or a portion of the excess cash
flow from the Primary Assets for such Series, to the extent described in the
related Prospectus Supplement. If applicable, the initial amount of the
Reserve Fund and the Reserve Fund maintenance requirements for a Series of
Certificates will be described in the related Prospectus Supplement.

Amounts withdrawn from any Reserve Fund will be applied by the Trustee to
make payments on the Certificates of a Series, to pay expenses, to reimburse
any Enhancer or for any other purpose, in the manner and to the extent
specified in the related Prospectus Supplement.

Amounts deposited in a Reserve Fund will be invested by the Trustee, in
Eligible Investments maturing no later than the day specified in the related
Prospectus Supplement.

Surety Bond or Insurance Policy

If so specified in the related Prospectus Supplement, insurance with
respect to a Series or Class of Certificates may be provided by one or more
insurance companies. Such insurance will guarantee, with respect to one or
more Classes of the related Series, distributions of interest or principal in
the manner and amount specified in the related Prospectus Supplement.

If so specified in the related Prospectus Supplement, a surety bond may be
purchased for the benefit of the holders of any Series or Class of such Series
to assure distributions of interest or principal with respect to such Series
or Class of Certificates in the manner and amount specified in the related
Prospectus Supplement.

Spread Account

If so specified in the related Prospectus Supplement, support for a Series
or one or more Classes of a Series may be provided by the periodic deposit of
certain available excess cash flow from the Trust assets into an account (the
'Spread Account') intended to assure the subsequent distribution of interest
and principal on the Certificates of such Class or Series in the manner
specified in the related Prospectus Supplement.

Derivative Products

If so specified in the related Prospectus Supplement, the Depositor may
enter into a derivative arrangement with respect to the Certificates of any
Class or Series. Such derivative arrangement may include a guaranteed rate
agreement, a maturity liquidity facility, a tax protection agreement, an
interest rate cap or floor agreement, an interest rate or currency swap
agreement or any other similar arrangement.

SERVICING OF RECEIVABLES

General

Customary servicing functions with respect to Receivables comprising or
underlying the Primary Assets in the Trust will be provided by the Servicer
directly pursuant to an Agreement.

Collection Procedures

The Servicer will make reasonable efforts to collect all payments required
to be made under the Accounts and will, consistent with the terms of the
related Agreement for a Series and any applicable Enhancement, follow such
collection procedures as it follows with respect to comparable receivables
held in its own portfolio.

Deposits to the Collection Account

Unless otherwise specified in the related Prospectus Supplement, the
Servicer will establish a separate account (the 'Collection Account') in the
name of the Trustee. Unless otherwise indicated in the related Prospectus
Supplement, the Collection Account will be an account maintained (i) at a
depository institution, the long-term unsecured debt obligations of which at
the time of any deposit herein are rated as described in the related
Prospectus Supplement and as specified by each Rating Agency rating the
Certificates of such Series or (ii) in an account or accounts the deposits in
which are insured to the maximum extent available by the FDIC or which are
secured in a manner meeting requirements established by each Rating Agency.

Unless otherwise specified in the related Prospectus Supplement, the funds
held in the Collection Account may be invested, pending remittance to the
Trustee, in Eligible Investments. If so specified in the related Prospectus
Supplement, the Servicer will be entitled to receive as additional
compensation any interest or other income earned on funds in the Collection
Account.

Unless otherwise specified in the related Prospectus Supplement, the
Servicer, the Seller, the Trustee or the Depositor, as appropriate, will
deposit into the Collection Account for each Series, within two business days
after the date of receipt thereof, the following payments and collections
received or made by it:

(i) All payments on account of principal, including prepayments, on
such Primary Assets;

(ii) All payments on account of interest or finance charges on such
Primary Assets after deducting therefrom, at the discretion of the
Servicer but only to the extent of the amount permitted to be withdrawn or
withheld from the Collection Account in accordance with the applicable
Agreement, the Servicing Fee in respect of such Primary Assets;

(iii) All amounts received by the Servicer in connection with the
liquidation of Primary Assets other than amounts required to be paid or
refunded to the obligor pursuant to the terms of the

applicable documents or otherwise pursuant to law ('Liquidation
Proceeds'), exclusive of, in the discretion of the Servicer, but only to
the extent of the amount permitted to be withdrawn from the Collection
Account in accordance with the related Agreement, the Servicing Fee, if
any, in respect of the related Primary Asset;

(iv) All amounts required to be deposited therein from any applicable
Enhancement for such Series pursuant to the related Trust Agreement;

(v) All repurchase prices of any such Primary Assets repurchased by
the Depositor, the Seller or the Servicer pursuant to the related
Agreement;

(vi) Any amounts payable to the applicable person with respect to each

Primary Asset acquired that has been repurchased or removed from the Trust
by the Depositor, the Servicer or the Seller pursuant to the related
Agreement, all amounts received thereon and not distributed as of the date
on which the related repurchase price was determined;

(vii) All amounts payable to the Trustee of such Series for deposit
into the Distribution Account, if any, or for remittance to the
Certificateholders of such series as provided for in the related Trust
Agreement; and

(viii) All amounts necessary to clear and terminate the Collection
Account pursuant to the related Agreement.

In addition, if the Servicer deposits in the Collection Account for a
Series any amount not required to be deposited therein, it may, at any time,
withdraw such amount from such Collection Account.

Servicing Compensation and Payment of Expenses

Except as otherwise provided in the related Prospectus Supplement, the
Servicer will be entitled to a servicing fee in an amount to be determined as
specified in the related Prospectus Supplement. The servicing fee may be fixed
or variable, as specified in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, the
Servicer will pay certain expenses incurred in connection with the servicing
of the Receivables including, without limitation, the payment of the fees and
expenses of the Trustee and independent accountants, payment of the cost of
Enhancement, if any, and payment of expenses incurred in preparation of
reports to Certificateholders.

The rights of the Servicer to receive funds from the Collection Account
for a Series, whether as the Servicing Fee or other compensation, or for the
reimbursement of expenses or otherwise, may be subordinate to the rights of
Certificateholders of such Series.

Evidence as to Compliance

The Agreement for each Series may provide that, each year, a firm of
independent public accountants will furnish a statement to the Trustee to the
effect that such firm has examined certain documents and records relating to
the servicing of the Receivables by the Servicer and that, on the basis of
such examination, such firm is of the opinion that the servicing has been
conducted in compliance with the Agreement, except for (i) such exceptions as
such firm believes to be immaterial and (ii) such other exceptions as are set
forth in such statement.

The Agreement for each Series will provide for delivery to the Trustee for
such Series of an annual statement signed by an officer of the Servicer to the
effect that the Servicer has fulfilled its obligations under the Agreement
throughout the preceding calendar year.

Certain Matters Regarding the Servicer

The Servicer for each Series will be identified in the related Prospectus
Supplement. The Servicer may be an affiliate of the Seller and may have other
business relationships with the Depositor and its affiliates.

If an event of default occurs with respect to the Servicer under an
Agreement, the Servicer may be replaced by the Trustee or a successor
Servicer. Unless otherwise specified in the related Prospectus

Supplement, Servicer events of default and the rights of the Trustee upon such
a default under the Agreement for the related Series will be substantially
similar to those described under 'THE AGREEMENTS--Events of Default' and
'--Rights upon Events of Default' herein.

Unless otherwise provided in the related Prospectus Supplement, the
Servicer may not resign from its obligations and duties under the Agreement,
except (a) upon determination that (i) the performance of its duties under the
Agreement is no longer permissible under applicable law and (ii) there is no
reasonable action which the Servicer could take to make the performance of its
duties hereunder permissible under applicable law, (b) in connection with a
conveyance, consolidation or merger by the Servicer with any corporation, or
conveyance or transfer of its properties or assets substantially as an
entirety to any other person permitted under the Agreement or (c) upon the
satisfaction of the following conditions: (i) the acceptance and assumption,
by an agreement supplemental thereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, of the obligations and duties of the
Servicer thereunder by a proposed successor Servicer, (ii) the Servicer having
given written notice to each Rating Agency of such transfer and such Rating
Agency having notified the Servicer in writing to the effect that its then
current rating of Certificates of any Series will not be reduced or withdrawn
as a result of such transfer, (iii) the written consent of any provider of
Enhancement (such consent not to be unreasonably withheld) and (iv) the
proposed successor Servicer being an Eligible Servicer (as defined below).
Notwithstanding anything in the Agreement to the contrary, any successor
Servicer appointed under clause (c) will be deemed to be a successor Servicer.
Any such determination permitting the resignation of the Servicer will be
evidenced as to clause (a) above by an opinion of counsel to such effect
delivered to the Trustee. No such resignation will become effective until the
Trustee or a successor Servicer shall have assumed the responsibilities and
obligations of the Servicer in accordance with the Agreement.

'Eligible Servicer' means the Trustee or an entity which, at the time of
its appointment as Servicer, (i) is an established financial institution
having capital or a net worth of not less than $100,000,000, (ii) is servicing
a portfolio of consumer credit card or charge card accounts, (iii) is legally
qualified and has the capacity to service the Accounts, (iv) has demonstrated
the ability to professionally and completely service a portfolio of similar
accounts in accordance with standards of skill and care customary in the
industry and (v) is qualified to use the software that is then currently being
used to service the Accounts or obtains the right to use or has its own
software which is adequate to perform its duties under the Agreement.

Indemnification

Except to the extent otherwise provided therein, each Agreement will
provide that the Servicer will indemnify the Trust, the Trustee and the
Certificateholders of all series from and against any loss, liability,
expense, damage or injury suffered or sustained by reason of any acts,
omissions or alleged acts or omissions arising out of activities of the
Servicer with respect to the Trust or the Trustee or any co-trustee pursuant
to this Agreement, including those arising from acts or omissions of the
Servicer pursuant to the Agreement, including but not limited to any judgment,
award, settlement, reasonable attorneys' fees and other costs or expenses
incurred in connection with the defense of any actual or threatened action,
proceeding or claim; provided, however, that the Servicer shall not indemnify:
(i) the Trust or the Trustee if such acts, omissions or alleged acts or
omissions constitute fraud, gross negligence, breach of fiduciary duty or
misconduct by the Trustee; (ii) the Trust, the Trustee or the
Certificateholders of any series for any liability, cost or expense of the
Trust with respect to any action taken by the Trust at the request of the
Certificateholders of a Series in accordance with the Agreement nor with
respect to any Federal, state or local income or franchise taxes (or any
interest or penalties with respect thereto) required to be paid by the Trust
or the Certificateholders of a Series in connection herewith to any taxing
authority; or (iii) the Trust or Certificateholders for any losses incurred by
any of them as a result of defaulted Receivables or Receivables which are
written off as uncollectible unless such write-off is caused by a breach of
the Agreement by the Servicer. Subject to certain exceptions in the Agreement,
any indemnification pursuant to the Agreement will be only from the assets of
the Servicer.

THE AGREEMENTS

Assignment of Primary Assets

Receivables; Pre-Funding Accounts. On the Closing Date specified with
respect to any given Trust in the related Prospectus Supplement (the 'Closing
Date'), the Seller will transfer and assign to the applicable Trustee, without
recourse, its entire interest in the Initial Receivables of the related
receivables pool. Each such Receivable will be identified at such time of
transfer. The Applicable Trustee will, concurrently with such transfer and
assignment, execute and deliver the related Certificates. Unless otherwise
provided in the related Prospectus Supplement, the net proceeds received from
the sale of the Certificates of a given series will be applied to the purchase
of the related CABS Securities from the Seller and, to the extent specified in
the related Prospectus Supplement, to the deposit of the Pre-Funded Amount
into the Pre-Funding Account. The related Prospectus Supplement for a given

Trust will specify whether, and the terms, conditions and manner under which,
Subsequent CABS will be sold by the Seller to the applicable Trust from time
to time during the Funding Period on each date specified as a transfer date in
the related Prospectus Supplement (each, a 'Subsequent Transfer Date').

General. In connection with any transfer of the Initial Receivables and
any transfer of Subsequent Receivables and CABS Securities pursuant to an
Agreement each Seller will annotate and indicate in its computer files that
the Receivables and CAB Securities have been conveyed to the Trust. In
addition, the Seller will provide to the Trustee a computer file or a
microfiche list containing a true and complete list showing each Account, the
Receivables of which have been designated for inclusion in the Trust,
identified by account number, collection status, the amount of Receivables
outstanding and the amount of Principal Receivables as of the Cut-off Date.
The Seller will not deliver to the Trustee any other records or agreements
relating to such Account or the Receivables. The records and agreements
relating to such Accounts and the Receivables maintained by the Seller or the
Servicer will not be segregated by the Seller or the Servicer from other
documents and agreements relating to other Accounts and Receivables and will
not be stamped or marked to reflect the transfer of the Receivables to the
Trust. Each Seller will file the UCC financing statements meeting the
requirements of applicable state law with respect to the Receivables. See
'RISK FACTORS--Certain Legal Aspects' and 'CERTAIN LEGAL ASPECTS OF THE
RECEIVABLES.'

Assignment of CABS Securities; Pre-Funding Accounts. The Depositor will
cause CABS Securities to be registered in the name of the Trustee (or its
nominee or correspondent). The Trustee (or its agent or correspondent) will
have possession of any certificated CABS Securities. Unless otherwise
specified in the related Prospectus Supplement, the Trustee will not be in
possession of or be assignee of record of any underlying assets for a CABS
Security. See 'THE TRUST ASSETS--CABS Securities' herein. Each CABS Security
will be identified in a schedule appearing as an exhibit to the related
Agreement (the 'CABS Schedule'), which will specify the original principal
amount, outstanding principal balance as of the Cut-off Date, annual
pass-through rate or interest rate and maturity date for each CABS Security
conveyed to the Trustee. In the Agreement, the Depositor will represent and
warrant to the Trustee regarding the CABS Securities: (i) that the information
contained in the CABS Schedule is true and correct in all material respects;
(ii) that, immediately prior to the conveyance of the CABS Securities, the
Depositor had good title thereto, and was the sole owner thereof; (iii) that
there has been no other sale by it of such CABS Securities; and (iv) that
there is no existing lien, charge, security interest or other encumbrance on
such CABS Securities. Unless otherwise provided in the related Prospectus
Supplement, the net proceeds received from the sale of the Certificates of a
given series will be applied to the purchase of the related CABS Securities
from the Seller and, to the extent specified in the related Prospectus
Supplement, to the deposit of the Pre-Funded Amount into the Pre-Funding
Account. The related Prospectus Supplement for a given Trust will specify
whether, and the terms, conditions and manner under which, Subsequent CABS
will be sold by the Seller to the applicable Trust

from time to time during the Funding Period on each date specified as a
transfer date in the related Prospectus Supplement (each, a 'Subsequent
Transfer Date').

If provided in the related Prospectus Supplement, the Depositor may,
rather than repurchase the Primary Asset as described above, remove such
Primary Asset from the Trust (the 'Deleted Primary Asset') and substitute in
its place one or more other Primary Assets (each, a 'Qualifying Substitute
Primary Asset').

Unless otherwise specified in the related Prospectus Supplement, any
Qualifying Substitute Primary Asset will have, on the date of substitution,
(i) an outstanding principal balance, after deduction of all Payments due in
the month of substitution, at least equal to the outstanding principal balance
of the Deleted Primary Asset (the amount of any shortfall to be deposited to
the Certificate Account in the month of substitution for distribution to
Certificateholders), (ii) an interest rate not less than the interest rate of
the Deleted Primary Asset, (iii) a remaining term-to-stated maturity not
greater than (and not more than two years less than) that of the Deleted
Primary Asset, and will comply with all of the representations and warranties
set forth in the applicable Agreement as of the date of substitution.

Unless otherwise provided in the related Prospectus Supplement, the
above-described cure, repurchase or substitution obligations constitute the
sole remedies available to the Certificateholders or the Trustee for a
material defect in a document for a Primary Asset.

The Depositor or another entity will make representations and warranties
with respect to Primary Assets for a Series. If the Depositor or such entity
cannot cure a breach of any such representations and warranties in all
material respects within the time period specified in the related Prospectus
Supplement after notification by the Trustee of such breach, and if such
breach is of a nature that materially and adversely affects the value of such
Primary Asset, the Depositor or such entity is obligated to repurchase the
affected Primary Asset or, if provided in the related Prospectus Supplement,
provide a Qualifying Substitute Primary Asset therefor, subject to the same
conditions and limitations on purchases and substitutions as described above.

The Depositor's only source of funds to effect any cure, repurchase or
substitution will be through the enforcement of the corresponding obligations
of the responsible originator or seller of such Primary Assets. See 'RISK
FACTORS.'

Reports to Holders

The Trustee will prepare and forward to each Certificateholder on each
Payment Date, or as soon thereafter as is practicable, a statement setting
forth, to the extent applicable to any Series, among other things:

(i) with respect to a Series, the amount of such distribution
allocable to interest or finance charges on the Primary Assets;

(ii) with respect to a Series the amount of such distribution
allocable to principal on the Primary Assets;

(iii) the amount of servicing compensation with respect to the Primary
Assets paid during the period commencing on the Due Date to which such
distribution relates and the amount of servicing compensation during such
period attributable to penalties and fees;

(iv) the aggregate outstanding principal balance of the Primary Assets
as of the opening of business on the Due Date, after giving effect to
distributions allocated to principal and reported under (i) above;

(v) the aggregate outstanding principal amount of the Certificates of
such Series as of the Due Date after giving effect to distributions
allocated to principal reported under (ii) above;

(vi) with respect to Certificates that are Compound Interest
Certificates or Zero Coupon Certificates, the amount of interest accrued
on such Certificates during the related interest accrual period and added
to the Compound Value thereof;

(vii) in the case of Certificates that are Variable Interest
Certificates, the rate applicable to the distribution being made;

(viii) if applicable, the amount of any shortfall (i.e., the
difference between the aggregate amounts of principal and interest which
Certificateholders would have received if there were sufficient eligible
funds in the Distribution Account and the amounts actually distributed);

(ix) if applicable, the number and aggregate principal balances of
Primary Assets delinquent for (A) two consecutive payments and (B) three
or more consecutive payments, as of the close of business on the
Determination Date to which such distribution relates;

(x) in the case of any Enhancement described in the related Prospectus
Supplement, the amount of coverage of such Enhancement as of the close of

business on the applicable Payment Date;

(xi) in the case of any Series which includes a Class of Subordinate
Certificates, the subordinated amount, if any, determined as of the
related Determination Date and if the distribution to the Senior
Certificateholders is less than their required distribution, the amount of
the shortfall;

(xii) the amount of any withdrawal from any applicable Reserve Fund
included in amounts actually distributed to Certificateholders and the
remaining balance of each Reserve Fund, if any, on such Payment Date,
after giving effect to distributions made on such date;

(xiii) for each such date during the Funding Period (if any), the
remaining Pre-Funded Amount;

(xiv) for the first such date that is on or immediately following the
end of the Funding Period (if any), the amount of any remaining Pre-Funded
Amount that has not been used to fund the purchase of Subsequent
Receivables and that is being passed through as payments on the
Certificates of the related Series; and

(xv) such other information as is specified in the related Agreement.

In addition, within a reasonable period of time after the end of each
calendar year the Trustee, unless otherwise specified in the related
Prospectus Supplement, will furnish to each holder of record at any time
during such calendar year: (a) the aggregate of amounts reported pursuant to
(i) through (iv), (vi) and (viii) above for such calendar year and (b) such
information specified in the Agreement to enable holders to prepare their tax
returns including, without limitation, the amount of original issue discount
accrued on the Certificates, if applicable. Information in the Payment Date
reports and the annual reports provided to the holders will not have been
examined and reported upon by an independent public accountant. However, each
Servicer will provide to the Trustee an annual report by independent public
accountants with respect to the Servicer's servicing of the Receivables. See
'SERVICING OF RECEIVABLES--Evidence as to Compliance' herein.

Events of Default

Unless otherwise specified in the related Prospectus Supplement, Events of
Default under the Agreement for each Series include (i) any failure by the
Servicer to deposit amounts in the Collection Account and Distribution Account
to enable the Trustee to distribute to Certificateholders of such Series any
required payment, which failure continues unremedied for five days after the
giving of written notice of such failure to the Servicer by the Trustee for
such Series, or to the Servicer and the

Trustee by the holders of Certificates of such Series evidencing not less than
25% of the aggregate voting rights of the Certificates for such Series, (ii)
any failure by the Servicer duly to observe or perform in any material respect

any other of its covenants or agreements in the Agreement which continues
unremedied for 30 days after the giving of written notice of such failure to
the Servicer by the Trustee, or to the Servicer and the Trustee by the holders
of Certificates of such Series evidencing not less than 25% of the aggregate
voting rights of the Certificates and (iii) certain events of insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings and certain actions by the Servicer indicating its insolvency,
reorganization or inability to pay its obligations.

Rights Upon Events of Default

So long as an Event of Default remains unremedied under the Agreement for
a Series, the Trustee for such Series or holder of Certificates of such Series
evidencing not less than 51% of the aggregate principal amount of the
Certificates for such Series may terminate all of the rights and obligations
of the Servicer as servicer under the Agreement and in and to the Receivables,
whereupon the Trustee will succeed to all the responsibilities, duties and
liabilities of the Servicer under the Agreement and will be entitled to
reasonable servicing compensation not to exceed the applicable servicing fee,
together with other servicing compensation in the form of assumption fees,
late payment charges, or otherwise as provided in the Agreement.

In the event that the Trustee is unwilling or unable so to act, it may
select, or petition a court of competent jurisdiction to appoint, a finance
institution, bank or loan servicing institution with a net worth of at least
$15,000,000 to act as successor Servicer under the provisions of such
Agreement relating to the servicing of the Receivables. The successor Servicer
would be entitled to reasonable servicing compensation in an amount not to
exceed the Servicing Fee as set forth in the related Prospectus Supplement,
together with the other servicing compensation in the form of assumption fees,
late payment charges or otherwise, as provided in the Agreement.

During the continuance of any Event of Default under the Agreement for a
Series, the Trustee for such Series will have the right to take action to
enforce its rights and remedies and to protect and enforce the rights and
remedies of the Certificateholders of such Series, and holders of Certificates
evidencing not less than 51% of the aggregate voting rights of the
Certificates for such Series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred upon that Trustee. However, the
Trustee will not be under any obligation to pursue any such remedy or to
exercise any of such trusts or powers unless such Certificateholders have
offered the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred by the Trustee therein or
thereby. Also, the Trustee may decline to follow any such direction if the
Trustee determines that the action or proceeding so directed may not lawfully
be taken or would involve it in personal liability or be unjustly prejudiced
to the nonassenting Certificateholders.

No Certificateholder of a Series, solely by virtue of such holder's status
as a Certificateholder, will have any right under the Agreement for such
Series to institute any proceeding with respect to the Agreement, unless such
holder previously has given to the Trustee for such Series written notice of
default and unless the Holders of Certificates evidencing not less than 51% of

the aggregate voting rights of the Certificates for such Series have made
written request upon the Trustee to institute such proceeding in its own name
as Trustee thereunder and have offered to the Trustee reasonable indemnity,
and the Trustee for 60 days has neglected or refused to institute any such
proceeding.

The Trustee

The identity of the commercial bank, savings and loan association or trust
company named as the Trustee for each Series of Certificates will be set forth
in the related Prospectus Supplement. The entity serving as Trustee may have
normal banking relationships with the Depositor or the Servicer. In addition,
for the purpose of meeting the legal requirements of certain local
jurisdictions, the Trustee will have the power to appoint co-trustees or
separate trustees of all or any part of the Trust relating to a Series of
Certificates. In the event of such appointment, all rights, powers, duties and
obligations

conferred or imposed upon the Trustee by the Agreement relating to such Series
will be conferred or imposed upon the Trustee and each such separate trustee
or co-trustee jointly, or, in any jurisdiction in which the Trustee shall be
incompetent or unqualified to perform certain acts, singly upon such separate
trustee or co-trustee who shall exercise and perform such rights, powers,
duties and obligations solely at the direction of the Trustee. The Trustee may
also appoint agents to perform any of the responsibilities of the Trustee,
which agents shall have any or all of the rights, powers, duties and
obligations of the Trustee conferred on them by such appointment; provided
that the Trustee shall continue to be responsible for its duties and
obligations under the Agreement.

Duties of the Trustee

The Trustee makes no representations as to the validity or sufficiency of
the Agreement, the Certificates or of any Primary Asset or related documents.
If no Event of Default (as defined in the related Agreement) has occurred, the
Trustee is required to perform only those duties specifically required of it
under the Agreement. Upon receipt of the various certificates, statements,
reports or other instruments required to be furnished to it, the Trustee is
required to examine them to determine whether they are in the form required by
the related Agreement; however, the Trustee will not be responsible for the
accuracy or content of any such documents furnished by it or the
Certificateholders to the Servicer under the Agreement.

The Trustee may be held liable for its own negligent action or failure to
act, or for its own misconduct; provided, however, that the Trustee will 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
Certificateholders in an Event of Default. See '--Rights Upon Events of
Default' above. The Trustee is not required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
duties under an Agreement, or in the exercise of any of its rights or powers,

if it has reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

Resignation of Trustee

The Trustee may, upon written notice to the Depositor, resign at any time,
in which event the Depositor will be obligated to use its best efforts to
appoint a successor Trustee. If no successor Trustee has been appointed and
has accepted the appointment within 30 days after giving such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for appointment of a successor Trustee. The Trustee may also be
removed at any time (i) by the Depositor, if the Trustee ceases to be eligible
to continue as such under the Agreement, (ii) if the Trustee becomes insolvent
or (iii) by the holders of Certificates evidencing more than 50% of the
aggregate voting rights of the Certificates in the Trust upon 30 days' advance
written notice to the Trustee and to the Depositor. Any resignation or removal
of the Trustee and appointment of a successor Trustee will not become
effective until acceptance of the appointment by the successor Trustee.

Amendment of the Agreement

Unless otherwise specified in the Prospectus Supplement, the Agreement for
each Series of Certificates may be amended by the Depositor, the Servicer, and
the Trustee with respect to such Series, without notice to or consent of the
Certificateholders (i) to cure any ambiguity, (ii) to correct any defective
provisions or to correct or supplement any provision therein which may be
inconsistent with any other provision therein, (iii) to add to the duties of
the Depositor or Servicer, (iv) to add any other provisions with respect to
matters or questions arising under such Agreement or related Enhancement, (v)
to add or amend any provisions of such Agreement as required by a Rating
Agency in order to maintain or improve the rating of the Certificates, or (vi)
to comply with any requirements imposed by the Code; provided that any such
amendment pursuant to clause (iv) above will not adversely affect in any
material respect the interests of any Certificateholders of such Series, as
evidenced by an opinion of counsel. Any such amendment except pursuant to
clause (vi) of the preceding sentence shall be deemed not to adversely affect
in any material respect the interests of any Certificateholder if the Trustee

receives written confirmation from each Rating Agency rating such Certificates
that such amendment will not cause such Rating Agency to reduce the then
current rating thereof. The Agreement for each Series may also be amended by
the Trustee, the Servicer and the Depositor with respect to such Series with
the consent of the holders possessing not less than 66 2/3% of the aggregate
outstanding principal amount of the Certificates of each Class of such Series
affected thereby, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such Agreement or modifying
in any manner the rights of Certificateholders of such Series; provided,
however, that no such amendment may (a) reduce the amount or delay the timing
of payments on any Certificate without the consent of the holder of such
Certificate; or (b) reduce the aforesaid percentage of aggregate outstanding

principal amount of Certificates of each Class, the holders of which are
required to consent to any such amendment without the consent of the holders
of 100% of the aggregate outstanding principal amount of each Class of
Certificates affected thereby.

Voting Rights

The related Prospectus Supplement will set forth the method of determining
allocation of voting rights with respect to a Series, if other than set forth
herein.

List of Certificateholders

Upon written request of three or more Certificateholders of record of a
Series for purposes of communicating with other Certificateholders with
respect to their rights under the Agreement or under the Certificates for such
Series, which request is accompanied by a copy of the communication which such
Certificateholders propose to transmit, the Trustee will afford such
Certificateholders access during business hours to the most recent list of
Certificateholders of that Series held by the Trustee.

No Agreement will provide for the holding of any annual or other meeting
of Certificateholders.

Termination

The obligations created by the Agreement for a Series will terminate upon
the distribution to Certificateholders of all amounts distributable to them
pursuant to such Agreement after the earlier of (i) the final payment or other
liquidation of the last Primary Asset remaining in the Trust for such Series
or (ii) the repurchase, as described below, by the Servicer from the Trustee
for such Series of all Primary Assets and other property at that time subject
to the Agreement. The Agreement for each Series permits, but does not require,
the Servicer to repurchase from the Trust for such Series all remaining
Primary Assets at a price equal to 100% of the aggregate Principal Balance of
such Primary Assets plus, with respect to any property acquired in respect of
a Primary Asset, if any, the outstanding Principal Balance of the related
Primary Asset, and unreimbursed expenses (that are reimbursable pursuant to
the terms of the Agreement), plus accrued interest thereon at the weighted
average rate on the related Primary Assets through the last day of the Due
Period in which such repurchase occurs. The exercise of such right will effect
early retirement of the Certificates of such Series, but the Servicer's right
to so purchase is subject to the aggregate Principal Balance of the Primary
Assets at the time of repurchase being less than a fixed percentage, to be set
forth in the related Prospectus Supplement, of the Cut-off Date aggregate
Principal Balance. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the
last survivor of certain persons identified therein. For each Series, the
Servicer or the Trustee, as applicable, will give written notice of
termination of the Agreement to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency specified in the notice of termination. If
so provided in the related Prospectus Supplement for a Series, the Depositor
or another entity may effect an optional termination of the Trust under the

circumstances described in such related Prospectus Supplement. See
'DESCRIPTION OF THE CERTIFICATES--Optional Purchase or Termination' herein.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

The following discussion contains summaries of certain legal aspects of
credit, charge and debit card receivables which are general in nature. Because
certain of such legal aspects are governed by applicable state law (which laws
may differ substantially), the summaries do not purport to be complete nor to
reflect the laws of any particular state, nor to encompass the laws of all
states in which Receivables originate. The summaries are qualified in their
entirety by reference to the applicable federal and state laws governing the
Receivables.

Transfer of Receivables

Each Seller will warrant in the applicable Agreement that the transfer of
the Receivables by it to the Depositor constitutes either a valid transfer and
assignment to the Depositor of all right, title and interest of the Seller in
and to the Receivables free and clear from liens arising from or through the
Seller, except, to the extent specified in the related Prospectus Supplement,
for certain potential tax liens, any interest of the Seller as holder of the
Exchangeable Transferor's Certificate and the Depositor's right to receive
interest and investment earnings (net of losses and investment expenses) in
respect of the Collection Account, or a valid grant to the Depositor of a
security interest in the Receivables. The Seller will also warrant in the
Agreement that, in the event the transfer of the Receivables by the Seller to
the Depositor is deemed to create a security interest under the Uniform
Commercial Code (the 'UCC') as in effect in the state in which its principal
office is located, there will exist a valid, subsisting and enforceable first
priority perfected security interest in the Receivables in favor of the
Depositor and a valid, subsisting and enforceable first priority perfected
security interest in the Receivables created thereafter in favor of the
Depositor on and after their creation, except for certain liens as described
in the Agreement.

The Receivables are generally considered to be 'accounts' for purposes of
the UCC. Both the transfer of accounts and the transfer of accounts as
security for an obligation are treated under Article 9 of the UCC as creating
a security interest therein and are subject to its provisions, and the filing
of appropriate financing statements is required to perfect the security
interest of the Depositor. Financing statements covering the Receivables will
be filed with the appropriate governmental authority to protect the interest
of the Depositor in the Receivables.

There are certain limited circumstances under the UCC in which a prior or
subsequent transferee of Receivables coming into existence after the date on
which such Receivables are transferred to the Depositor could have an interest
in such Receivables with priority over the Depositor's interest. Under the
Agreement, however, the Seller will warrant that it has transferred the
Receivables to the Depositor free and clear of the lien of any third party,

except for certain tax and other governmental liens. In addition, the Seller
will covenant that, except as permitted by the Agreement, it will not sell,
pledge, assign, transfer or grant any lien on any Receivable (or any interest
therein) other than to the Depositor. A tax or other government lien on
property of the Seller arising prior to the time a Receivable comes into
existence may also have priority over the interest of the Depositor in such
Receivable. In addition, if a Seller is a Bank, if the FDIC were appointed as
receiver of the Bank, certain administrative expenses of the receiver may also
have priority over the interest of the Depositor in such Receivables.

A case recently decided by the United States Court of Appeals for the
Tenth Circuit contains language to the effect that accounts sold by an entity
which subsequently became bankrupt remained property of the debtor's
bankruptcy estate. If a Seller were to become a debtor under the federal
bankruptcy code and a court were to follow the reasoning of the Tenth Circuit,
Certificateholders could experience a delay or reduction in distributions.

Certain Matters Relating to Receivership

It is likely that many of the Sellers to the Depositor will be banking
institutions. The Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ('FIRREA'), which became effective August 9, 1989, sets forth certain
powers that the FDIC could exercise if it were appointed as receiver of a
Seller which is a national bank.

Subject to clarification by FDIC regulations or interpretations, it would
appear from the positions taken by the FDIC before the passage of FIRREA that
the FDIC in its capacity as receiver for the Seller would not interfere with
the timely transfer to the Depositor of payments collected on the Receivables
or interfere with the timely liquidation of Receivables as described below. To
the extent that the Seller granted a security interest in the Receivables to
the Depositor, and that interest was validly perfected before the Seller's
insolvency and was not taken or granted in contemplation of insolvency or with
the intent to hinder, delay or defraud the Seller or its creditors, that
security interest should not be subject to avoidance, and payments to the
Depositor with respect to the Receivables should not be subject to recovery by
the FDIC as receiver of the Seller. If, however, the FDIC were to assert a
contrary position, or were to require the Trustee to establish its right to
those payments by submitting to and completing the administrative claims
procedure established under FIRREA, delays in payments on the Certificates of
any Series relating to such Seller outstanding at such time and possible
reductions in the amount of those payments could occur.

Each Agreement as to which a Bank is the Seller will provide that, upon
the appointment of a receiver for the Seller, the Seller will promptly give
notice thereof to the Trustee, and a Liquidation Event will occur. Under the
Agreement, no new Principal Receivables will be transferred to the Trust and,
unless otherwise instructed within a specified period by the holders of
Certificates representing undivided interests aggregating more than 50% of the
Investor Amount of each Series (or if any such Series has more than one Class,
of each Class of such Series) or unless otherwise prohibited by law, the

Trustee will proceed to sell, dispose of or otherwise liquidate the
Receivables in a commercially reasonable manner and on commercially reasonable
terms. The proceeds from the sale of the Receivables would then be treated by
the Trustee as collections on the Receivables. This procedure could be delayed
as described above. The net proceeds of any such sale will first be treated by
the Trustee as collections on the Finance Charge Receivables, if any. Upon the
occurrence of a Liquidation Event, if a conservator or receiver is appointed
for the Seller and no Liquidation Event other than such conservatorship or
receivership or insolvency of the Seller exists, the conservator or receiver
may have the power to prevent the early sale, liquidation or disposition of
Receivables and the commencement of a Rapid Amortization Period with respect
to any outstanding Series. In addition, a conservator or receiver for the
Seller may have the power to cause early payment of the Certificates.

If the Seller Bank is servicing its Receivables and a conservator or
receiver is appointed for the Servicer, and no Servicer Default other than
such conservatorship or receivership or insolvency of the Servicer exists, the
conservator or receiver may have the power to prevent either the Trustee or
the majority in interest of the Certificateholders from effecting a transfer
of servicing to a successor Servicer.

Consumer Protection Laws

The relationship of cardholder and card issuer is extensively regulated by
Federal and state consumer protection laws. The most significant of these laws
include the Federal Truth-in-Lending Act, Equal Credit Opportunity Act, Fair
Credit Reporting Act, Electronic Funds Transfer Act and, to the extent that
the Seller is a bank, the National Bank Act (if such Seller is a national
banking association), as well as the banking statutes of the state in which
the bank is located, and comparable statutes in the states in which
cardholders reside. These statutes impose disclosure requirements when an
account is advertised, when it is opened, at the end of monthly billing
cycles, upon account renewal for accounts on which annual fees are assessed,
and at year end and, in addition, limit cardholder liability for unauthorized
use, prohibit certain discriminatory practices in extending credit, and impose
certain limitations on the type of account-related charges that may be
assessed. Newly adopted Federal legislation requires card issuers to disclose
to consumers the interest rates, annual cardholder fees, grace periods, and
balance calculation methods associated with their accounts. Cardholders are
entitled under current law to have payments and credits applied to the account
promptly, to receive prescribed notices and to have billing errors resolved
promptly.

Various proposed laws and amendments to existing laws have been introduced
in Congress and certain state and local legislatures that, if enacted, would
further regulate the credit card industry. Certain such laws would, among
other things, impose a ceiling of the rate at which a financial institution

may assess finance charges on credit card accounts that would be substantially
below the rates of the finance charges currently assessed by most Sellers on
their accounts. A proposed bill of this nature was defeated in the United

States House of Representatives in 1987, and on November 14, 1991, the United
States Senate approved by a vote of 74 to 19 a measure which could have
established, if it were enacted as law, a ceiling on credit card interest
rates of 4% above the rate that the IRS charges on the underpayment of taxes.
Such a law would, in effect, reduce all interest rates on credit cards to 14%
per annum until the IRS calculates the new rate, which is currently done on a
quarterly basis. Although this proposed legislation was not passed by
Congress, the issue of federal regulation of interest rates on credit cards
continues to be debated, and there can be no assurance that such a bill will
not become law in the future. The potential effect of any legislation which
limits the amount of finance charges that may be charged on credit cards could
be to reduce the Net Portfolio Yield of each Series. If such Net Portfolio
Yield of a Series is reduced, a Liquidation Event for such Series may occur,
and the Rapid Amortization Period for such Series would commence.

In October 1991, the United States District Court for the State of
Massachusetts held that Greenwood Trust Company (a federally-insured,
Delaware-chartered bank that issues the Discover credit card) was prohibited
by Massachusetts law from assessing late charges on credit card accounts of
Massachusetts residents. On August 6, 1992, that decision was reversed by the
United States Court of Appeals for the First Circuit, which held that the
Massachusetts law was preempted by federal law permitting the charges in
question. In November 1992, the Commonwealth of Massachusetts petitioned the
United States Supreme Court to accept the case. On January 11, 1993, the U.S.
Supreme Court denied the petition of the Commonwealth to review the decision
of the First Circuit. Since October 1991, a number of lawsuits and
administrative actions have been filed in several states against out-of-state
banks (both federally insured state-chartered banks and federally insured
national banks) which issue cards. These actions challenge various fees and
charges (such as late fees, overlimit fees, returned payment check fees and
annual membership fees) assessed against residents of the states in which such
suits were filed, based on restrictions or prohibitions under such states'
laws alleged to be applicable to the out-of-state card issuers. The California
Supreme Court in March 1992 refused to review a lower court's determination
that the practice by Wells Fargo Bank of charging its cardholders
over-the-limit and late payment fees violated California laws that require
banks to limit such charges to their costs. Such actions and similar actions
which may be brought in other states as a result of such actions, if resolved
adversely to card issuers, could have the effect of limiting certain charges,
other than periodic finance charges, that could be assessed on accounts of
residents of such states and could require card issuers to pay refunds and
civil penalties with respect to charges previously imposed on cardholders in
such states.

The Depositor may be liable for certain violations of consumer protection
laws that apply to the Receivables, either as assignee of the Seller with
respect to obligations arising before transfer of the Receivables to the
Depositor or as a party directly responsible for obligations arising after the
transfer. In addition, a cardholder may be entitled to assert such violations
by way of set-off against his obligation to pay the amount of Receivables
owing. Each Seller will covenant in the Agreement to accept the transfer of
all Receivables in an Account if any Receivable in such Account has not been
created in compliance with the requirements of such laws.

Application of Federal and state bankruptcy and debtor relief laws would
adversely affect the interests of the Certificateholders if such laws result
in any Receivables being written off as uncollectible.

THE DEPOSITOR

General

The Depositor was incorporated in the State of Delaware on January 29,
1988. As of January 4, 1993, the Depositor is a wholly owned subsidiary of
LCPI, which is a wholly owned subsidiary of Lehman Brothers, a wholly owned
subsidiary of Holdings. The Depositor's principal executive offices are
located at Three World Financial Center, New York, New York 10285. Its
telephone number is (212) 526-7000.

The Depositor will not engage in any activities other than to authorize,
issue, sell, deliver, purchase and invest in (and enter into agreements in
connection with), and/or to engage in the establishment of one or more trusts
which will issue and sell, bonds, notes, debt or equity securities,
obligations and other securities and instruments ('Depositor Securities')
collateralized or otherwise secured or backed by, or otherwise representing an
interest in, among other things, receivables or pass-through certificates, or
participations or certificates of participation or beneficial ownership in one
or more pools of receivables, and the proceeds of the foregoing, that arise in
connection with (i) the sale or lease of automobiles, trucks or other motor
vehicles, equipment, merchandise and other personal property, (ii) credit card
purchases or cash advances, (iii) the sale, licensing or other commercial
provision of services, rights, intellectual properties and other intangibles,
(iv) trade financings, (v) loans secured by certain first or junior mortgages
on real estate, (vi) loans to employee stock ownership plans and (vii) all
other commercial transactions and commercial, sovereign, student or consumer
loans or indebtedness and, in connection therewith or otherwise, purchasing,
acquiring, owning, holding, transferring, conveying, servicing, selling,
pledging, assigning, financing and otherwise dealing with such receivables,
pass-through certificates, or participations or certificates of participation
or beneficial ownership. Article Third of the Depositor's Certificate of
Incorporation limits the Depositor's activities to the above activities and
certain related activities, such as Enhancement with respect to such Depositor
Securities, and to any activities incidental to and necessary or convenient
for the accomplishment of such purposes. The Certificate of Incorporation of
the Depositor provides that any Depositor Securities, except for subordinated
Depositor Securities, must be rated in one of the four highest categories by a
nationally recognized rating agency.

USE OF PROCEEDS

The Depositor will apply all or substantially all of the net proceeds from
the sale of each Series of Certificates offered hereby and by the related
Prospectus Supplement for one or more of the following purposes: (i) to
purchase the related Primary Assets, (ii) to repay indebtedness which has been
incurred to obtain funds to acquire such Primary Assets, (iii) to establish a

Pre-Funding Account for such Series, (iv) to establish any Reserve Funds or
Cash Collateral Accounts described in the related Prospectus Supplement, (v)
to provide enhancement for any other Series or for securities issued by
another issuer and (vi) to pay costs of structuring and issuing such
Certificates, including the costs of obtaining Enhancement, if any. If so
specified in the related Prospectus Supplement, the purchase of the Primary
Assets for a Series may be effected by an exchange of Certificates with the
Seller of such Primary Assets.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Set forth below is a discussion of certain U.S. federal income tax
consequences of the purchase, ownership and disposition of the Securities.
This discussion does not purport to deal with all aspects of federal income
taxation that may be relevant to holders of the Securities in light of their
personal investment circumstances, nor to certain types of holders subject to
special treatment under the U.S. federal income tax laws (for example, banks,
life insurance companies and tax-exempt organizations). Prospective investors
are advised to consult their own tax advisors with regard to the U.S. federal
income tax consequences of holding and disposing of the Securities, as well as
the tax consequences arising under the laws of any state, foreign country or
other jurisdiction. This discussion is based upon present provisions of the
Internal Revenue Code of 1986, as amended (the 'Code'), the regulations
promulgated thereunder, and judicial or ruling authority, all of which are
subject to change, which change may be retroactive. No ruling on any of the
issues discussed below will be sought from the Internal Revenue Service (the
'IRS').

The Securities of a Series may be classified for U.S. federal income tax
purposes as (i) indebtedness, (ii) an ownership interest in some or all of the
assets included in the Trust for a Series, or (iii) otherwise specified in the
Prospectus Supplement for a Series.

As used herein, the term "U.S. Person" means 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
(other than a partnership that is not treated as a United States person under
any applicable Treasury regulations), or an estate whose income is subject to
U.S. federal income tax regardless of its source of income, or a trust if a
court within the United States is able to exercise primary supervision of the
administration of the trust and one of more United States persons have the
authority to control all substantial decisions of the trust. Notwithstanding
the preceding sentence, to the extent provided in regulations, certain trusts in
existence on August 20, 1996 and treated as United States persons prior to such
date that elect to continue to be treated as United States person shall also be
considered U.S. persons.

Treatment of the Notes as Indebtedness

The Seller will agree, and the Noteholders will agree by their purchase of

Notes, to treat the Notes as debt for federal income tax purposes. If so
specified in the Prospectus Supplement for a Series, Tax Counsel will advise
the Trust that the Notes of a Series will be classified as debt for federal
income tax purposes. The discussion below assumes this characterization of the
Notes is correct. If, contrary to the opinion of Special Tax Counsel, the IRS
successfully asserted that one or more of the Notes did not represent debt for
federal income tax purposes, the Notes might be treated as equity interests in
the Trust. If so treated, the Trust might be taxable as a corporation or,
alternatively, as a publicly traded partnership.

Taxation of Debt Securities

Interest Income to Securityholders. Assuming the Securities are debt
obligations for U.S. federal income tax purposes, interest thereon will be
taxable as ordinary income for U.S. federal income tax purposes when received
by Securityholders utilizing the cash basis method of accounting and when
accrued by Securityholders utilizing the accrual method of accounting.
Interest received on the Securities may also constitute 'investment income'
for purposes of certain limitations of the Code concerning the deductibility
of investment interest expense. In addition, a Securityholder who buys a
Security for less than its principal amount (assuming the Security is issued
without OID) will be subject to the 'market discount' rules of the Code, and a
Securityholder who buys a Security for more than its principal amount will be
subject to the premium amortization rules of the Code. See 'Original Issue
Discount' below for a description of the U.S. federal income tax consequences
if the Securities are issued with OID.

The Trustee will be required to report annually to the IRS, and to each
Securityholder of record, the amount of interest paid (and OID accrued, if
any) on the Securities (and the amount of interest withheld for U.S. federal
income taxes, if any) for each calendar year, except as to exempt holders. See
'Backup Withholding' herein.

The Code currently provides for a top marginal tax rate applicable to
ordinary income of individuals of 39.6% while maintaining a maximum marginal
rate for the long-term capital gains of individuals of 28%. The Taxpayer Relief
Act of 1997 reduces the maximum rates on long-term capital gains recognized on
capital assets held by individual taxpayers for more than eighteen months as of
the date of disposition (and would further reduce the maximum rates on such
gains in the year 2001 and thereafter for certain individual taxpayers who meet
specified conditions). Prospective investors should consult their own tax
advisors concerning these tax law changes.

Original Issue Discount. The following summary is a general discussion of
the United States federal income tax consequences to Securityholders who are
United States persons owning Securities issued with original issue discount
('OID Securities' and 'OID', respectively). It is based upon income tax
regulations (the 'OID Regulations') finalized on January 27, 1994 under Code
Sections 1271 through 1273 and 1275.

In general, the OID with respect to any OID Security will equal the
difference between the principal amount of the Security and its issue price

(defined as the initial offering price to the public at which price a
substantial amount of the OID Securities have been sold), if such excess is
0.25% or more of the OID Security's principal amount multiplied by the number
of complete years to its maturity (the 'de minimis amount'). Even if such
excess is less than the de minimis amount, if a failure to pay interest
currently on the Securities is not a default it is possible that all stated
interest could be treated as principal for this purpose (and for purposes of
the computations described below) with the result that the Securities could be
viewed as OID Securities. Holders of OID Securities must include OID in income
for United States federal income tax purposes as it accrues under a method
that takes account of the compounding of interest, in advance of receipt of
the related cash payments.

In general, each Securityholder of an OID Security, whether such
Securityholder uses the cash or accrual method of accounting for tax purposes,
will be required to include in ordinary gross income the sum of the 'daily
portions' of OID on the Security for each day during the taxable year that the
Securityholder owns the Security. The daily portion of OID on an OID Security
is determined by allocating to each day in any 'accrual period' a ratable
portion of the original issue discount allocable to that accrual period. In
the case of an initial Securityholder, the amount of original issue discount
on an OID Security allocable to each accrual period is determined by (i)
multiplying the 'adjusted issue price' (as defined below) of the Security by a
fraction, the numerator of which is the annual yield to

maturity of such Security and the denominator of which is the number of
accrual periods in a year, and (ii) subtracting from the product the amount of
interest paid during that accrual period. The 'adjusted issue price' of an OID
Security at the beginning of any accrual period will be the sum of its issue
price and the amount of OID allocable to all prior accrual periods, minus the
amount of all payments (other than payments of qualified stated interest)
previously made with respect to the OID Security. As a result of such
'constant yield' method of including OID income, the amounts so includible in
income are lower in the early years and greater in the later years than the
amounts that would be includible on a straightline basis.

In the event that a Securityholder purchases an OID Security at an
'acquisition premium,' i.e., at a price in excess of the issue price, plus the
OID accrued prior to acquisition and minus any principal payments made with
respect to the OID Security prior to acquisition, the amount includible in
income in each taxable year as OID will be reduced by that portion of the
premium properly allocable to such year. Moreover, a Securityholder who
purchases an OID Security at a price less than the price described in the
preceding sentence will be subject to the market discount rules of the Code.

A Securityholder's tax basis in an OID Security generally will be the
Securityholder's cost increased by any OID included in income (and market
discount, if any, if the Securityholder has elected to include accrued market
discount in income on a current basis) and decreased by the amount of any
principal payment received with respect to the OID Security. Gain or loss on
the sale, exchange or redemption of an OID Security generally will be

long-term capital gain or loss if the OID Security has been held for more than
a year except to the extent that such gain represents accrued market discount
not previously included in the Securityholder's income.

If an Early Amortization Event or Asset Composition Event occurs, the
early payments of principal as a result of either such event could result in
acceleration of income corresponding to a portion of the unaccrued OID.

Effects of Defaults and Delinquencies. Holders of Securities that are
treated as Debt Securities for U.S. federal income tax purposes will be
required to report income with respect to such Securities under an accrual
method without giving effect to delays and reductions in distributions
attributable to a default or delinquency on the Primary Assets, except
possibly to the extent that it can be established that such amounts are
uncollectible. As a result, the amount of income (including OID) reported by a
holder of such a Security in any period could significantly exceed the amount
of cash distributed to such holder in that period. The holder will eventually
be allowed a loss (or will be allowed to report a lesser amount of income) to
the extent that the aggregate amount of distributions on the Securities is
reduced as a result of a Primary Asset default. However, the timing and
character of such losses or reductions in income are uncertain and,
accordingly, holders of Securities should consult their own tax advisors on
this point.

Sale or Exchange. A Securityholder's tax basis in its Security is the
price such holder pays for a Security, plus amounts of original issue or
market discount included in income and reduced by any payments received (other
than qualified stated interest payments) and any amortized premium. Gain or
loss recognized on a sale, exchange, or redemption of a Security, measured by
the difference between the amount realized and the Security's basis as so
adjusted, will generally be a capital gain or loss, assuming that the Security
is held as a capital asset.

A portion of any gain from the sale of a Security that might otherwise be
capital gain may be treated as ordinary income to the extent such Security is
held as part of a 'conversion transaction' within the meaning of new Section
1258 of the Code. A conversion transaction generally is one in which the
taxpayer has taken two or more positions in Securities or similar property
that reduce or eliminate market risk, if substantially all of the taxpayer's
return is attributable to the time value of the taxpayer's net investment in
such transaction. The amount of gain realized in a conversion transaction that
may be recharacterized as ordinary income generally will not exceed the amount
of interest that would have accrued on the taxpayer's net investment in such
transaction at 120% of the appropriate 'applicable Federal rate' (which rate
is computed and published monthly by the IRS), subject to appropriate
reduction (to the extent provided in regulations to be issued) to reflect
prior inclusion of interest or other ordinary income items from the
transaction.

Foreign Investors. If so specified in the Prospectus Supplement for a
Series, Tax Counsel will give its opinion that the Securities of a Series of

Securities will properly be classified as debt for U.S. federal income tax
purposes. If the Securities are treated as debt:

(a) interest paid to a nonresident alien or foreign corporation or
partnership would be exempt from U.S. withholding taxes (including backup
withholding taxes), provided the holder complies with applicable
identification requirements (and does not actually or constructively own
10% or more of the voting stock of the Depositor and is not a controlled
foreign corporation with respect to the Depositor). Applicable
identification requirements will be satisfied if there is delivered to a
securities clearing organization (or bank or other financial institution
that holds the Securities on behalf of the customer in the ordinary course
of its trade or business) (i) IRS Form W-8 signed under penalties of
perjury by the beneficial owner of such Securities stating that the holder
is not a U.S. Person and providing such holder's name and address, (ii)
IRS Form 1001 signed by the beneficial owner of such Securities or such
owner's agent claiming exemption from withholding under an applicable tax
treaty, or (iii) IRS Form 4224 signed by the beneficial owner of such
Securities of such owner's agent claiming exemption from withholding of
tax on income connected with the conduct of a trade or business in the
United States; provided in any such case (x) the applicable form is
delivered pursuant to applicable procedures and is properly transmitted to
the United States entity otherwise required to withhold tax and (y) none
of the entities receiving the form has actual knowledge that the holder is
a U.S. person or that any certification on the form is false;

(b) a holder of a Security who is a nonresident alien or foreign
corporation will not be subject to United States federal income tax on
gain realized on the sale, exchange or redemption of such Security,
provided that (i) such gain is not effectively connected to a trade or
business carried on by the holder in the United States, (ii) in the case
of a holder that is an individual, such holder is not present in the
United States for 183 days or more during the taxable year in which such
sale, exchange or redemption occurs and (iii) in the case of gain
representing accrued interest, the conditions described in clause (a) are
satisfied; and

(c) a Security held by an individual who at the time of death is a
nonresident alien will not be subject to United States federal estate tax
as a result of such individual's death if, immediately before his death,
(i) the individual did not actually or constructively own 10% or more of
the voting stock of the Depositor and (ii) the holding of such Security
was not effectively connected with the conduct by the decedent of a trade
or business in the United States.

On October 6, 1997, the Treasury Department issued new withholding
regulations (the "New Regulations") which make certain modifications to the
certification requirements and information reporting rules described above. The
New Regulations will generally be effective for payments made after December 31,
1998, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.

Interest and OID of Securityholders who are foreign persons are not
subject to withholding if they are effectively connected with a United States
business conducted by the Securityholder. They will, however, generally be
subject to the regular United States income tax.

If the IRS were to contend successfully that a Series of Securities are
interests in a partnership (not taxable as a corporation), a Securityholder
that is a nonresident alien or foreign corporation might be required to file a
U.S. individual or corporate income tax return and pay tax on its share of
partnership income at regular U.S. rates, including, in the case of a
corporation, the branch profits tax (and would be subject to withholding tax
on its share of partnership income). If the Securities are recharacterized as
interests in an association taxable as a corporation or a 'publicly traded
partnership' taxable as a corporation, to the extent distributions on the
Securities were treated as dividends, a nonresident alien individual or
foreign corporation would generally be taxed on the gross amount of such
dividends (and subject to withholding) at a rate of 30% unless such rate were
reduced by an applicable treaty.

Backup Withholding. A Securityholder may, under certain circumstances, be
subject to 'backup withholding' at a rate of 31% with respect to distributions
or the proceeds of a sale of Securities to or through brokers that represent
interest or OID on the Securities. This withholding generally applies if the
holder of a Security (i) fails to furnish the Trustee with its taxpayer
identification number ('TIN'); (ii) furnishes the Trustee an incorrect TIN;
(iii) fails to report properly interest, dividends or other 'reportable
payments' as defined in the Code; or (iv) under certain circumstances, fails
to provide the Trustee or such holder's securities broker with a certified
statement, signed under penalty of perjury, that the TIN provided is its
correct number and that the holder is not subject to backup withholding.
Backup withholding will not apply, however, with respect to certain payments
made to Securityholders,

including payments to certain exempt recipients (generally, holders that are
corporations, tax-exempt organizations, qualified pension and profit-sharing
trusts, individual retirement accounts, or nonresident aliens who provide
certification as to their status as nonresidents) and to certain Nonresidents
(as defined below). Each nonexempt Securityholder will be required to provide,
under penalties of perjury, a certificate on IRS Form W-9 containing such
holder's name, address, federal taxpayer identification number and a statement
that such holder is not subject to backup withholding. Should a nonexempt
Securityholder fail to provide the required certification, the Trustee will be
required to withhold (or cause to be withheld) 31% of the interest (and
principal) otherwise payable to the holder, and remit the withheld amounts to
the IRS as credit against the holder's federal income tax liability. The New
Regulations also make certain modifications to backup withholding and related
information reporting requirements. The New Regulations will generally be
effective for payments made after December 31, 1998, subject to certain
transition rules. Holders of the Securities should consult their tax advisers as
to their qualification for exemption from backup withholding and the procedure
for obtaining the exemption, and the changes contained in the New Regulations.

The Trustee will report to the Securityholders and to the Servicer for
each calendar year the amount of any 'reportable payments' during such year
and the amount of tax withheld, if any, with respect to payments on the
Securities. The Trustee will furnish or make available, within a reasonable
time after the end of each calendar year, to each Securityholder or each
person holding a Security on behalf of a Securityholder at any time during
such year, such information as the Trustee deems necessary or desirable to
assist Securityholders in preparing their federal income tax returns.

Tax Status as a Grantor Trust

General. If specified in the related Prospectus Supplement, in the opinion
of Brown & Wood LLP, special counsel to the Depositor, the Trust Fund relating
to a Series of Certificates will be classified for U.S. federal income tax
purposes as a grantor trust under Subpart E, Part 1 of Subchapter J of the Code
and not as an association taxable as a corporation (the Certificates of such
Series, 'Pass-Through Securities'). In some Series there will be no separation
of the principal and interest payments on the Securities. In such circumstances,
a Certificateholder will be considered to have purchased a pro rata undivided
interest in the Securities. In other cases ('Stripped Securities'), sale of the
Certificates will produce a separation in the ownership of all or a portion of
the principal payments from all or a portion of the interest payments on the
Securities.

Each Certificateholder must report on its U.S. federal income tax return
its share of the gross income derived from the Securities (not reduced by the
amount payable as fees to the Trustee and the Servicer and similar fees
(collectively, the 'Servicing Fee')), at the same time and in the same manner
as such items would have been reported under the Certificateholder's tax
accounting method had it held its interest in the Securities directly,
received directly its share of the amounts received with respect to the
Securities, and paid directly its share of the servicing fees. In the case of
Pass-Through Securities other than Stripped Securities, such income will
consist of a pro rata share of all of the income derived from all of the
Securities and, in the case of Stripped Securities, such income will consist
of a pro rata share of the income derived from each stripped bond or stripped
coupon in which the Certificateholder owns an interest. The Certificateholder
will generally be entitled to deduct servicing fees under Section 162 or
Section 212 of the Code to the extent that such servicing fees represent
'reasonable' compensation for the services rendered by the Trustee and the
Servicer (or third parties that are compensated for the performance of
services). In the case of a noncorporate holder, however, servicing fees (to
the extent not otherwise disallowed, e.g., because they exceed reasonable
compensation) will be deductible in computing such holder's regular tax
liability only to the extent that such fees, when added to other miscellaneous
itemized deductions, exceed 2% of adjusted gross income and may not be
deductible to any extent in computing such holder's alternative minimum tax
liability. In addition, the amount of itemized deductions otherwise allowable
for the taxable year for an individual whose adjusted gross income exceeds the
applicable amount will be reduced by the lesser of (i) 3% of the excess of
adjusted gross income over the applicable amount or (ii) 80% of the amount of
itemized deductions otherwise allowable for such taxable year.

The Code currently provides for a top marginal tax rate applicable to
ordinary income of individuals of 39.6% while maintaining a maximum marginal
rate for the long-term capital gains of Individuals of 28%. The Taxpayer Relief
Act of 1997 reduces the maximum rates on long-term capital gains recognized on
capital assets held by individual taxpayers for more than eighteen months as of
the date of disposition (and would further reduce the maximum rates on such
gains in the year 2001 and thereafter for certain individual taxpayers who meet
specified conditions). Prospective investors should consult their own tax
advisors concerning these tax law changes.

Discount or Premium on Pass-Through Securities. Discount on a Pass-Through
Security represents OID or market discount. In the case of a CABS Security
with OID in excess of a prescribed de minimis amount or a Stripped Security, a
holder of a Certificate will be required to report as interest income in each
taxable year its share of the amount of OID that accrues during the year.

Stripped Securities. A Stripped Security may represent a right to receive
only a portion of the interest payments on a CABS Security (a 'Stripped
Coupon'), a right to receive only principal payments on a CABS Security or a
right to receive certain payments of both interest and principal (a 'Stripped
Bond'). Pursuant to Section 1286 of the Code, the separation of ownership of
the right to receive some or all of the interest payments on an obligation
from ownership of the right to receive some or all of the principal payments
results in the creation of 'stripped bonds' with respect to principal payments
and 'stripped coupons' with respect to interest payments. Section 1286 of the
Code applies the OID rules to stripped bonds and stripped coupons. For
purposes of computing OID, a Stripped Bond or a Stripped Coupon is treated as
a debt instrument issued on the date that such stripped interest is purchased
with an issue price equal to its purchase price or, if more than one stripped
interest is purchased, the ratable share of the purchase price allocable to
such stripped interest.

The Code, OID Regulations and judicial decisions provide no direct
guidance as to how the interest and OID rules are to apply to Stripped
Securities. Although the tax treatment of Stripped Securities is not entirely
clear, based on recent guidance by the Internal Revenue Service (the 'IRS'), a
Stripped Bond Certificate generally should be treated as a single debt
instrument issued on the day it is purchased for purposes of calculating any
OID. Generally, under Treasury regulations issued on December 28, 1992 (the
'Section 1286 Treasury Regulations'), if the discount on a Stripped Bond
Certificate is larger than a de minimis amount (as calculated for purposes of
the OID rules of the Code) such Stripped Bond Certificate will be considered
to have been issued with OID. Based on the preamble to the Section 1286
Treasury Regulations, it appears that stated interest on a Stripped Bond
Certificate will be treated as 'qualified stated interest' within the meaning
of the Section 1286 Treasury Regulations and such income will be so treated in
the Trustee's tax information reporting.

Under the foregoing rules, it is anticipated that Stripped Bond

Certificates will be considered to be issued with de minimis OID, which will
therefore be considered to be zero and Stripped Coupon Certificates will be
issued with OID. If Stripped Bond Certificates are issued with OID, the rules
described in this paragraph would apply. Generally, the owner of a Stripped
Security issued or acquired with OID must include in gross income the sum of
the 'daily portions,' as defined below, of the OID on such Stripped Security
for each day on which it owns a Stripped Security, including the date of
purchase but excluding the date of disposition. In the case of an original
Stripped Security holder, the daily portions of OID with respect to a Stripped
Security generally would be determined as follows. A calculation will be made
of the portion of OID that accrues on the Stripped Security during each
successive monthly accrual period (or shorter period in respect of the date of
original issue or the final Distribution Date) that ends on the earlier to
occur of the day in the calendar year corresponding to each Distribution Date
or the last day of the related accrual period. This will be done, in the case
of each full monthly accrual period, by adding (i) the present value of all
remaining payments to be received on the Stripped Security and (ii) any
payments received during such accrual period, and subtracting from that total
the 'adjusted issued price' of the Stripped Security at the beginning of such
accrual period. The 'adjusted issue price' of a Stripped Security at the
beginning of the first accrual period is its issue price (as determined for
purposes of the original issue discount rules of the Code) and the 'adjusted
issue price' of a Stripped Security at the beginning of a subsequent accrual
period is the 'adjusted issued price' at the beginning of the immediately
preceding accrual period plus the amount of OID allocable to that accrual
period and reduced by the amount of any payment made at the end of or during
that accrual period. The OID accruing during such accrual period will then be
divided by the number of days in the period to determine the daily portion of
OID for each day in the period. With respect to an initial accrual period
shorter than a full monthly accrual period, the daily portions of OID must be
determined according to an appropriate allocation under either an exact or
approximate method set forth in proposed Treasury regulations with respect to
OID, or some other reasonable method, provided that such method is consistent
with the method used to determine the yield to maturity of the Stripped
Security.

Sale or Exchange. A Certificateholder's tax basis in its Certificate is
the price such holder pays for a Certificate, plus amounts of original issue
or market discount included in income and reduced by any payments received
(other than qualified stated interest payments) and any amortized premium.
Gain or loss recognized on a sale, exchange, or redemption of a Certificate,
measured by the difference between the amount realized and the Certificate's
basis as so adjusted, will generally be capital gain or loss, assuming that
the Certificate is held as a capital asset.

Gain or loss from the sale of a Grantor Trust Certificate that might
otherwise be capital gain may be treated as ordinary income to the extent such
Certificate is held as part of a 'conversion transaction' within the meaning
of new Section 1258 of the Code. A conversion transaction generally is one in
which the taxpayer has taken two or more positions in Certificates or similar
property that reduce or eliminate market risk, if substantially all of the

taxpayer's return is attributable to the time value of the taxpayer's net
investment in such transaction. The amount of gain realized in a conversion
transaction that may be recharacterized as ordinary income generally will not
exceed the amount of interest that would have accrued on the taxpayer's net
investment in such transaction at 120% of the appropriate 'applicable Federal
rate' (which rate is computed and published monthly by the IRS), subject to
appropriate reduction (to the extent provided in regulations to be issued) to
reflect prior inclusion of interest or other ordinary income items from the
transaction.

Foreign Investors. Under the Code, unless interest (including OID) paid on
a Certificate is considered to be 'effectively connected' with a trade or
business conducted in the United States by a nonresident alien individual,
foreign partnership or foreign corporation ('Nonresidents'), such interest
will normally qualify as portfolio interest (except where (i) the recipient is
a holder, directly or by attribution, of 10% or more of the capital or profits
interest in the issuer of the Securities, or (ii) the recipient is a
controlled foreign corporation to which the issuer of the Securities is a
related person) and will be exempt from U.S. federal income tax. Upon receipt
of appropriate ownership statements, the issuer normally will be relieved of
obligations to withhold tax from such interest payments. These provisions
supersede the generally applicable provisions of United States law that would
otherwise require the issuer to withhold at a 30% rate (unless such rate were
reduced or eliminated by an applicable tax treaty) on, among other things,
interest and other fixed or determinable, annual or periodic income paid to
Nonresidents. Holders of Pass-Through Securities and Stripped Securities,
however, may be subject to withholding to the extent that the Securities were
originated on or before July 18, 1984.

Interest and original issue discount of Certificateholders who are foreign
persons are not subject to withholding if they are effectively connected with
a United States business conducted by the Certificateholder. They will,
however, generally be subject to the regular United States income tax.

FASIT SECURITIES

General

The FASIT provisions of the Code were enacted by the Small Business Job
Protection Act of 1996 and create a new elective statutory vehicle for the
issuance of debt securities including mortgage-backed and asset-backed
securities. Although the FASIT provisions of the Code became effective on
September 1, 1997, no Treasury regulations or other administrative guidance have
been issued with respect to those provisions. Accordingly, definitive guidance
cannot be provided with respect to many aspects of the tax treatment of FASIT
Securityholders. Investors also should note that the FASIT discussion contained
herein constitutes only a summary of the U.S. federal income tax consequences to
holders of FASIT Securities. With respect to each Series of FASIT Securities,
the related Prospectus Supplement will provide a detailed discussion regarding
the U.S. federal income tax consequences associated with the particular
transaction.

FASIT Securities will be classified as either FASIT Regular Securities,
which generally will be treated as debt for U.S. federal income tax purposes, or
FASIT Ownership Securities, which generally are not treated as debt for such
purposes, but rather as representing rights and responsibilities with respect to
the taxable income or loss of the related Series FASIT. The Prospectus
Supplement for each Series of Securities will indicate whether one or more FASIT
elections will be made for that Series and which Securities of such Series will
be designated as Regular Securities, and which, if any, will be designated as
Ownership Securities.

Qualification as a FASIT

The Trust underlying a Series (or one or more designated pools of assets
held in the Trust) will qualify under the code as a FASIT in which the FASIT
Regular Securities and the FASIT Ownership Securities will constitute the
"regular interests" and the "ownership interests," respectively, if (i) a FASIT
election is in effect, (ii) certain tests concerning (A) the composition of the
FASIT's assets and (B) the nature of the Securityholders' interests in the FASIT
are met on a continuing basis, and (iii) the Trust is not a regulated investment
company as defined in Code Section 851(a).

Asset Composition

In order for a Trust (or one or more designated pools of assets held by a
Trust) to be eligible for FASIT status, substantially all of the assets of the
Trust (or the designated pool) must consist of "permitted assets" as of the
close of the third month beginning after the closing date and at all times
thereafter (the "FASIT Qualification Test"). Permitted assets include (i) cash
or cash equivalents, (ii) debt instruments with fixed terms that would qualify
as regular interests if issued by a Real Estate Mortgage Investment Conduct as
defined in Code Section 860D ("REMIC") (generally, instruments that provide for
interest at a fixed rate, a qualifying variable rate, or a qualifying
interest-only ("IO") type rate) (iii) foreclosure property, (iv) certain hedging
instruments (generally, interest and currency rate swaps and credit enhancement
contracts) that are reasonably required to guarantee or hedge against the
FASIT's risks associated with being the obligor on FASIT interests, (v) contract
rights to acquire qualifying debt instruments or qualifying hedging instruments,
(vi) FASIT regular interest, and (vii) REMIC regular interests. Permitted assets
do not include any debt instruments issued by the holder of the FASIT's
ownership interest or by any person related to such holder.

Interests in a FASIT

regular interests or (ii) a single class of ownership interest that is held by a
fully taxable domestic C corporation. In the case of Series that include FASIT
Ownership Securities, the ownership interest will be represented by the FASIT
Ownership Securities.

A FASIT interest generally qualifies as a regular interest if (i) it is
designated as a regular interest, (ii) it has a stated maturity no greater than
thirty years, (iii) it entitles its holder to a specified principal amount, (iv)
the issue price of the interest does not exceed 125% of its stated principal
amount, (v) the yield to maturity of the interest is less than the applicable
Treasure rate published by the Service plus 5%, and (vi) if it pays interest,
such interest is payable at either (a) a fixed rate with respect to the
principal amount of the regular interest or (b) a permissible variable rate with
respect to such principal amount. Permissible variable rates for FASIT regular
interests are the same as those for REMIC regular interests (i.e., certain
qualified floating rates and weighted average rates). Interest will be
considered to be based on a permissible variable rate if generally, (i) such
interest is unconditionally payable at least annually, (ii) the issue price of
the debt instrument does not exceed the total noncontingent principal payments
and (iii) interest is based on a "qualified floating rate," an "objective rate,"
a combination of a single fixed rate and one or more "qualified floating rate,"
one "qualified inverse floating rate," or a combination of "qualified floating
rates" that do not operate in a manner that significantly accelerates or defers
interest payments on such FASIT Regular Security.

If a FASIT Security fails to meet one or more of the requirements set out
in clauses (iii), (iv), or (v) above, but otherwise meets the above
requirements, it may still qualify as a type of regular interest known as a
"High-Yield Interest." In addition, if a FASIT Security fails to meet the
requirement of clause (vi), but the interest payable on the Security consists of
a specified portion of the interest payments on permitted assets and that
portion does not vary over the life of the Security, the Security also will
qualify as a High-Yield Interest. A High-Yield Interest may be held only by
domestic C corporations that are fully subject to corporate income tax
("Eligible Corporations"), other FASITs, and dealers in securities who acquire
such interests as inventory, rather than for investment. In addition, holders of
High-Yield Interests are subject to limitations on offset of income derived from
such interest. See "Certain Federal Income Tax Consequences--FASIT
Securities--Tax Treatment of FASIT Regular Securities--Treatment of High-Yield
Interests."

Consequences of Disqualification

partnership.
The FASIT Regular Securities could be treated as debt instruments for federal
income tax purposes or as equity interests. Although the Code authorizes the
Treasury to issue regulations that address situations where a failure to meet
the requirements for FASIT status occurs inadvertently and in good faith, such
regulations have not yet been issued. It is possible that disqualification
relief might be accompanied by sanctions, such as the imposition of a corporate
tax on all or a portion of the FASIT's income for the period of time in which
the requirements for FASIT status are not satisfied.

Tax Treatment of FASIT Regular Securities

General. Payments received by holders of FASIT Regular Securities generally
should be accorded the same tax treatment under the Code as payments received on
other taxable debt instruments. Holders of FASIT Regular Securities must report
income from such Securities under an accrual method of accounting, even if they
otherwise would have used the cash receipts and disbursements method. Except in
the case of FASIT Regular Securities issued with original issue discount or
acquired with market discount or premium, interest paid or accrued on a FASIT
Regular Security generally will be treated as ordinary income to the
Securityholder and a principal payment on such Security will be treated as a
return of capital to the extent that the Securityholder's basis is allocable to
that payment. FASIT Regular Securities issued with original issue discount or
acquired with market discount or premium generally will treat interest and
principal payments on such Securities in the same manner described for Notes.
See "Certain Federal Income Tax Consequences--Taxation of Debt
Securities--Original Issue Discount," above. High-Yield Securities may be held
only by Eligible Corporations, other FASITs, and certain securities dealers.
Holders of High-Yield Securities are subject to limitations on their ability to
use current losses or net operating loss carryforwards or carrybacks to offset
any income derived from those Securities.

FASIT Regular Securities held by a Thrift Institution taxed as a "domestic
building and loan association" will represent qualifying assets for purposes of
the qualification requirements set forth in Code Section 7701(a)(19) to the same
extent the REMIC Securities would be so considered. In addition, FASIT Regular
Securities held by a financial institution to which Code Section 585 applies
will be treated as evidences of indebtedness for purposes of Code Section
582(c)(1). FASIT Securities will not qualify as "Government securities" for
either REIT or RIC qualification purposes.

Sale, Exchange or Redemption. If a FASIT Regular Security is sold,
exchanged, redeemed or retired, the seller will recognize gain or loss equal to
the difference between the amount realized on the sale, exchange, redemption, or
retirement and the seller's adjusted basis in the FASIT Regular Security. Such
adjusted basis generally will equal the cost of the FASIT Regular Security to
the seller, increased by any OID and market discount included in the seller's
gross income with respect to the FASIT Regular Security, and reduced (but not
below zero) by payments included in the stated redemption price at maturity
previously received by the seller and by any amortized premium. See "Certain

Federal Income Tax Consequences--Taxation of Debt Securities--Sale or Exchange."
Similarly, a holder who receives a payment that is part of the stated redemption
price at maturity of a FASIT Regular Security will recognize gain equal to the
excess, if any, of the amount of the payment over the holders' adjusted basis in
the FASIT Regular Security. A FASIT Regular Securityholder who receives a final
payment that is less than the holder's adjusted basis in the FASIT Regular
Security will generally recognize a loss. Except as provided in the following
paragraph, any such gain or loss will generally be a capital gain or loss,
provided that the FASIT Regular Security is held as a "capital asset"
(generally, property held for investment) within the meaning of Code Section
1221.

The Certificates will constitute "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the sale
of a FASIT Regular Security by a bank or a thrift institution to which such
Section applies will be ordinary income or loss.

The FASIT Regular Security information reports will include a statement of
the adjusted issue price of the FASIT Regular Security at the beginning of each
accrual period. In addition, the reports will include information necessary to
compute the accrual of any market discount that may arise upon secondary trading
of FASIT Regular Securities. Because exact computation of the accrual of market
discount on a constant yield method would require information relating to the
holder's purchase price which the FASIT may not have, it appears that the
information reports will only require information pertaining the appropriate
proportionate method of accruing market discount.

Treatment of High-Yield Interest

High-Yield Interests are subject to special rules regarding the eligibility
of holders of such interest, and the ability of such holders to offset income
derived from their FASIT Security with losses. High-Yield interest may be held
only by Eligible Corporations, other FASITs, and dealers in securities who
acquire such interests as inventory. If a securities dealer (other than an
Eligible Corporation) initially acquires a High-Yield Interest as inventory, but
later begins to hold it for investment, the dealer will be subject to an excise
tax equal to the income from the High-Yield Interest multiplied by the highest
corporate income tax rate. In addition, transfers of High-Yield Interest to
disqualified holders will be disregarded for federal income tax purposes, and
the transferor will continue to be treated as the holder of the High-Yield
Interest.

Security and that have the same features as High-Yield Interests.

Tax Treatment of FASIT Ownership Securities

A FASIT Ownership Security represents the residual equity interest in a
FASIT. As such, the holder of a FASIT Ownership Security determines its taxable
income by taking into account all assets, liabilities, and items of income,
gain, deduction, loss, and credit of a FASIT. In general, the character of the
income to the holder of a FASIT Ownership Interest will be the same as the
character of such income to the FASIT, except that any tax-exempt interest
income taken into account by the holder of a FASIT Ownership Interest is
treated as ordinary income. In determining that taxable income, the holder of a
FASIT Ownership Security must determine the amount of interest, original issue
discount, market discount, and premium recognized with respect to the FASIT's
assets and the FASIT Regular Securities issued by the FASIT according to a
constant yield methodology and under an accrual method of accounting. In
addition, holders of FASIT Ownership Securities are subject to the same
limitations on their ability to use losses to offset income from their FASIT
Securities as are holders of High-Yield Interest. See "Certain Federal Income
Tax Consequences--FASIT Securities--Tax Treatment of FASIT Regular
Securities--Treatment of High-Yield Interest."

Rules similar to the wash sale rules applicable to REMIC Residual
Securities also will apply to FASIT Ownership Securities. Accordingly, losses on
dispositions of a FASIT Ownership Security generally will be disallowed where,
within six months before or after the disposition, the seller of such Security
acquires any other FASIT Ownership Security that is economically comparable to a
FASIT Ownership Security. In addition, if any security that is sold or
contributed to a FASIT by the holder of the related FASIT Ownership Security
was required to be marked-to-market under Code Section 475 by such holder, then
Code Section 475 will continue to apply to such securities, except that the
amount realized under the mark-to-market rules will be the greater of the
securities' value under the marked-to market rules or the securities' value
after applying special valuation rules contained in the FASIT provision. Those
special valuation rules generally require that the value of debt instruments
that are not traded on an established securities market be determined by
calculating the present value of the reasonably expected payments under the
instrument using a discount rate of 120% of the applicable Federal rate,
compounded semiannually.

Backup Withholding

Holders of FASIT Securities will be subject to backup withholding to the
same extent holder of REMIC Securities would be subject. See "Certain Federal
Income Tax Consequences--Taxation of Debt Securities--Backup Withholding."

STATE TAX CONSIDERATIONS

In addition to the U.S. federal income tax consequences described in
"Certain Federal Income Tax Considerations," potential investors should consider
the state income tax consequences of the acquisition, ownership and disposition
of the Securities. State income tax law may differ substantially from the
corresponding federal law, and this discussion does not purport to describe any
aspect of the income tax laws of any state. Therefore, potential investors
should consult their own tax advisors with respect to the various state tax
consequences of an investment in the Securities.

ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended ('ERISA'),
imposes certain restrictions on employee benefit plans ('Plans') subject to
ERISA and persons who have certain specified relationships to such Plans
('Parties in Interest'). ERISA also imposes certain duties on persons who are
fiduciaries of Plans subject to ERISA and prohibits certain transactions
between a Plan and Parties in Interest with respect to such Plans ('Prohibited
Transactions'). Under ERISA, any person who exercises any authority or control
respecting the management or disposition of the assets of a Plan is considered
to be a fiduciary of such Plan (subject to certain exceptions not here
relevant). Similar restrictions also apply to Plans that are subject to the
Code.

PLAN OF DISTRIBUTION

The Depositor may offer each Series of Certificates or Notes through
Lehman Brothers or one or more other firms that may be designated at the time
of each offering of such Certificates of Notes. The participation of Lehman
Brothers in any offering will comply with Schedule E to the By-Laws of the
National Association of Securities Dealers, Inc. The Prospectus Supplement
relating to each Series of Certificates or Notes will set forth the specific
terms of the offering of such Series of Certificates or Notes and of each
Class within such Series, the names of the underwriters, the purchase price of
the Certificates or Notes, the proceeds to the Depositor from such sale, any
securities exchange on which the Certificates or Notes may be listed, and, if
applicable, the initial public offering prices, the discounts and commissions
to the underwriters and any discounts and concessions allowed or reallowed to

certain dealers. The place and time of delivery of each Series of Certificates
or Notes will also be set forth in the Prospectus Supplement relating to such
Series.

LEGAL MATTERS

Unless otherwise specified in the related Prospectus Supplement, certain
legal matters in connection with the Certificates and the Notes will be passed
upon for the Depositor and for the underwriters by Brown & Wood LLP, New York,
New York.

ADDITIONAL INFORMATION

The Prospectus does not contain all the information set forth in the
Registration Statement (of which this Prospectus is a part) and exhibits
relating thereto which the Depositor has filed with the Commission in
Washington, D.C. Copies of the information and the exhibits are on file at the
offices of the Commission and may be obtained, upon payment of the fee
prescribed by the Commission, or may be examined without charge at the offices
of the Commission.

Neither Lehman Brothers Inc. nor any of its affiliates, including the
Depositor, are obligated with respect to the Certificates or the Notes.
Accordingly, the Depositor has determined that financial statements of Lehman
Brothers and its affiliates including the Depositor are not material to the
offering made hereby.

GLOSSARY OF TERMS

The following are abbreviated definitions of certain capitalized terms
used in this Prospectus. Unless otherwise provided in a 'Supplemental
Glossary' in the Prospectus Supplement for a Series, such definitions shall
apply to capitalized terms used in such Prospectus Supplement. The definitions
may vary from those in the related Agreement for a Series and the related
Agreement for a Series generally provides a more complete definition of
certain of the terms. Reference should be made to the related Agreement for a
Series for a more complete definition of such terms.

'Accrual Termination Date' means, with respect to a Class of Compound
Interest Certificates, the Payment Date specified in the related Prospectus
Supplement.

'Accounts' means with respect to the Primary Assets of a Series,
portfolios of revolving credit, charge and debit card accounts.

'Advance' means a cash advance by the Servicer in respect of delinquent
payments of principal of and interest on an Account, and for any other
purposes specified in the related Prospectus Supplement.

'Agreement' means a Master Pooling and Servicing Agreement, Pooling and
Servicing Agreement, Sale and Servicing Agreement or Trust Agreement entered

into among the Seller, the Servicer, the Depositor and the Trustee with
respect to the issuance of a CABS Security.

'Asset Group' means, with respect to the Primary Assets of a Series, a
group of such Primary Assets having the characteristics described in the
related Prospectus Supplement.

'Asset Value' means, for any Primary Asset, the amount set forth in or
determined in accordance with the related Prospectus Supplement.

'Bankruptcy Code' means the federal bankruptcy code, Title 11 United
States Code Section 101 et seq., and related rules and regulations promulgated
thereunder.

'CABS Agreement' means a Pooling and Servicing Agreement, a Master Pooling
and Servicing Agreement, a Sale and Servicing Agreement, a Trust Agreement or
similar agreement.

'CABS Issuer' means the issuer or issuers of the CABS.

'CABS' or 'CABS Security' means a certificate evidencing an undivided
interest in, or a note or loan secured by Receivables generated in Accounts.
CABS or CABS Security may also include a certificate evidencing an undivided
interest in, or a note or a loan secured by CABS.

'CABS Servicer' means the servicer or servicers of the CABS.

'CABS Trustee' means the trustee or trustees of the Securities.

'Cash Collateral Guaranty' means the guaranty that provides support for a
Series or one or more Classes of a Series if so specified in the related
Prospectus Supplement.

'Cash Collateral Account' see 'Reserve Fund.'

'Cedel' means Cedel Bank, societe anonyme.

'Cedel Participants' means Cedel's participating organizations.

'Certificateholder' means a holder of a Certificate.

'Certificates' means the Asset Backed Certificates.

'Certificate Schedule' means a schedule appearing as an exhibit to the
related Agreement identifying each CABS Security.

'Citibank' means Citibank, N.A.

'Class' means a Class of Certificates or Notes of a Series.

'Closing Date' means, with respect to a Series, the date specified in the
related Prospectus Supplement as the date on which Certificates of such Series
are first issued.

'Code' means the Internal Revenue Code of 1986, as amended, and
regulations (including proposed regulations) or other pronouncements of the
Internal Revenue Service promulgated thereunder.

'Collection Account' means, with respect to a Series, the account
established with the Trustee or the Servicer in the name of the Trustee for
the deposit by the Servicer of payments received from the Primary Assets.

'Commission' means the Securities and Exchange Commission.

'Compound Interest Certificate' means any Certificate of a Series on which
all or a portion of the interest accrued thereon is added to the principal
balance of such Certificate on each Payment Date, through the Accrual
Termination Date, and with respect to which no interest shall be payable until
such Accrual Termination Date, after which interest payments will be made on
the Compound Value thereof.

'Compound Value' means, with respect to a Class of Compound Interest
Certificates, the original principal balance of such Class, plus all accrued
and unpaid interest, if any, previously added to the principal balance thereof
and reduced by any payments of principal previously made on such Class of
Compound Interest Certificates.

'Cooperative' means Euroclear Clearance System S.C., a Belgian cooperative
corporation.

'Cut-off Date' means the date designated as such in the related Prospectus
Supplement for a Series.

'Debt Securities' means Certificates or Notes characterized as
indebtedness for federal income tax purposes.

'Definitive Certificates' means Certificates of any Series issued in fully
registered, certificated form.

'Deleted Primary Asset' means a Primary Asset removed from the Trust.

'de minimis amount' is equal to .25% or more of the OID Certificate's
principal amount multiplied by the number of complete years to its maturity.

'Depositor' means Lehman ABS Corporation.

'Depositor Securities' means Depositor's bonds, notes, debt or equity
securities, obligations and other securities and instruments.

'Disqualified Organization' means the United States, any State or
political subdivision thereof, any possession of the United States, any
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, a rural electric or telephone
cooperative described in section 1381 (a)(2)(C) of the Code, or any entity
exempt from the tax imposed by sections 1-1399 of the Code, if such entity is
not subject to tax on its unrelated business income.

'DTC' means The Depository Trust Company.

'Eligible Investments' means any one or more of the obligations or
securities described as such in the related Agreement.

service a portfolio of similar accounts in accordance with standards of skill
and care customary in the industry and (v) is qualified to use the software
that is then currently being used to service the Accounts or obtains the right
to use or has its own software which is adequate to perform its duties under
the Agreement.

'Enhancement' means the Enhancement for a Series, if any, specified in the
related Prospectus Supplement.

'Enhancer' means the provider of the Enhancement for a Series specified in
the related Prospectus Supplement.

'ERISA' means the Employee Retirement Income Security Act of 1974, as
amended.

'Euroclear' or 'Euroclear Operator' means Morgan Guaranty Trust Company of
New York, Brussels, Belgium office.

'Euroclear Participants' means participants of the Euroclear system.

'Final Scheduled Payment Date' means, with respect to a Class of a Series
of Certificates, the date after which no Certificates of such Class will
remain outstanding based on the assumptions set forth in the related
Prospectus Supplement.

'Finance Charge Receivables' means all periodic finance charges, annual
membership fees, cash advance fees and late charges on amounts charged for
merchandise and services and certain other fees designated in the related
Prospectus Supplement.

'FIRREA' means the Financial Institutions Reform, Recovery and Enforcement
Act of 1987.

'Global Securities' means the globally offered Certificates.

'Holders' or 'holders' means holders of any Certificates or any Notes.

'Holdings' means Lehman Brothers Holdings Inc.

'Indirect Participants' consist of banks, brokers, dealers and trust
companies that clear through or maintain a custodian relationship with a
Participant either directly or indirectly.

'Initial Accounts' means Receivables existing on the Cut-Off Date in
certain consumer, corporate, revolving credit card, charge card or debit card
accounts.

'Interest Only Certificates' means a Class of Certificates entitled solely
or primarily to distributions of interest and which is identified as such in
the related Prospectus Supplement.

'IRS' means the Internal Revenue Service.

'Issuer' means, with respect to Securities, the issuer, depositor or
seller/servicer under an Agreement.

'Investor Interest' means a specific undivided interest in the assets of
the Trust allocated to the Certificates.

'IRS' means the Internal Revenue Service.

'L/C Bank' means the issuer of the letter of credit.

'LCPI' means Lehman Commercial Paper Inc.

'Lehman Brothers' means Lehman Brothers Inc.

'Liquidation Proceeds' means all amounts received by the Servicer in
connection with the liquidation of Primary Assets other than amounts required
to be paid or refunded to the obligor pursuant to the terms of the applicable
documents or otherwise pursuant to law.

'Mastercard International' means Mastercard International Incorporated.

'Modification' means a change in any term of a Receivable.

'Morgan' means Morgan Guaranty Trust Company of New York.

'1986 Act' means the Tax Reform Act of 1986.

'1992 Form 10-K' means the Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.

'Nonresidents' means a nonresident alien individual, foreign partnership
or foreign corporation.

'Notional Amount' means the amount set forth in the related Prospectus
Supplement for a Class of Interest Only Certificates used solely for
convenience in expressing the calculation of interest and does not represent
the right to receive distributions allocable to principal.

'OID' means original issue discount.

'OID Securities' means Securities issued with OID.

'Participants' means organizations participating in the Prospectus
Supplement.

'Participating Certificates' means Certificates entitled to receive
payments of principal and interest and an additional return on investment as
described in the related Prospectus Supplement.

'Participations' means participations representing undivided interests in
a pool of assets primarily consisting of revolving charge card accounts or
other revolving credit accounts owned by the Depositor or any affiliate
thereof and collections thereon.

'Parties in Interest' means persons who have certain specified
relationships to such plans.

'Pass-Through Securities' means classified certificates of a grantor trust
under Subpart E, Part 1 of Subchapter J of the Code.

'Paying Agent' means the Trustee, or its successor in such capacity.

'Payment Date' means, with respect to a Series or Class of Certificates,
each date specified as a distribution date for such Series or Class in the
related Prospectus Supplement.

'Payments' means the payments of principal and finance charges to be made
by obligors on Securities or by Cardholders.

'Person' means any individual, corporation, partnership, joint venture,

association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization, or government or any agency or political
subdivision thereof.

'Plans' means employee benefit plans.

'Pooling and Servicing Agreement' means the pooling and servicing
agreement relating to a Series of Certificates among the Depositor, the
Servicer and the Trustee.

'Pre-Funding Account' means the Pre-Funding Account which may be deemed
necessary by a Prospectus Supplement.

'Pre-Funded Amount' means the amount on deposit in the Pre-Funded Account.

'Primary Assets' means one or more pools of Receivables arising under
Accounts purchased from the Seller specified in the related Prospectus
Supplement and Securities which are included in the Trust Fund for such
Series. A Primary Asset refers to a specific Receivable or CABS Security, as
the case may be.

'Principal Balance' means, with respect to a Primary Asset and as of a Due
Date, the original principal amount of the Primary Asset, plus the amount of
any Deferred Interest added to such principal amount, reduced by (i) all
payments, both scheduled or otherwise, received on such Primary Asset prior to
such Due Date and applied to principal in accordance with the terms of the
Primary Asset, (ii) the principal portion of the purchase price of any Primary
Asset removed from the Trust Fund and (iii) the principal portion of any
liquidation proceeds.

'Principal Only Certificates' means a Class of Certificates entitled
solely or primarily to distributions of Principal and identified as such in
the Prospectus Supplement.

'Principal Receivables' means all amounts charged by cardholders for
merchandise and services, amounts advanced and certain other fees billed to
cardholders on the Accounts.

'Prohibited Transactions' means certain transactions between a Plan and
Parties in Interest with respect to such Plans prohibited by ERISA.

'Proposed OID Regulations' means proposed income tax regulations.

'Qualifying Substitute Primary Asset' means Primary Assets substituted for
a Deleted Primary Asset.

'Rating Agency' means the nationally recognized statistical rating
organization (or organizations) which was (or were) requested by the Depositor
to rate the Certificates upon the original issuance thereof.

'Receivables' may consist of, with respect to the Primary Series,
consumer, corporate, revolving credit card, charge card or debit card
receivables.

'Removed Account' means receivables removed from certain Accounts from the
Trust.

'Reserve Fund' means, with respect to a Series, any Reserve Fund
established pursuant to the Pooling and Servicing Agreement.

'Revolving Period' means the period during which Primary Assets will be
continuously purchased and no principal will be paid to the
Certificateholders.

'Sale and Servicing Agreement' means, in the case of a Series in which
Receivables are serviced by the Seller, the agreement among the Depositor, the
Seller and the Trustee for the sale and servicing of the Mortgage Loans.

'Section 1286 Treasury Regulations' means Treasury Regulations issued on
December 28, 1992.

'Securityholder' means a holder of a Security.

'Senior Securityholder' means a holder of a Senior Security.

'Senior Securities' means a Class of Securities as to which the holders'
rights to receive distributions of principal and interest are senior to the
rights of holders of Subordinated Securities, to the extent specified in the
related Prospectus Supplement.

'Series' means a separate series of Certificates or Notes sold pursuant to
this Prospectus and the related Prospectus Supplement.

'Servicer' means, with respect to a Series secured by Receivables, the
Person, if any, designated in the related Prospectus Supplement to service
Receivables for that Series, or the successors or assigns of such Person.

'Servicing Agreement' means, in the case of a Series which includes
Receivables not serviced by the Seller, the agreement among the Depositor, the
Trustee and the Servicer for the servicing of such Receivables.

'Servicing Fee' means the amount payable as fees to the Trustee and the
Servicer.

'Spread Account' means an Account which supports a Series or one or more

Classes of Series by assuring the subsequent distribution of interest or
principal on the Certificates of such Class or Series.

'Stripped Coupon' means a right to receive only a portion of the interest
payments on a CABS Security.

'Stripped Securities' means Certificates whose sale produces a separation
in the ownership of all or a portion of the principal payments from all or a
portion of the interest payments on the Securities.

'Subordinated Securityholder' means a holder of a Subordinated Security.

'Subordinated Securities' means a Class of Securities as to which the
rights of holders to receive distributions of principal, interest or both is
subordinated to the rights of holders of Senior Securities, and may be
allocated losses and shortfalls prior to the allocation thereof to other
Classes of Securities, to the extent and under the circumstances specified in
the related Prospectus Supplement.

'Subsequent Receivables' means additional receivables which the related
Trust may be required to purchase.

'Subsequent Transfer Date' means the transfer dates on which Subsequent
Receivables will be sold from time to time during the Funding Period.

'Terms and Conditions' means Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System.

'Trust' means, with respect to any Series of Certificates, all money,
instruments, securities and other property, including all proceeds thereof,
which are held for the benefit of the Certificateholders by the Trustee under
the Agreement, including, without limitation, the Primary Assets, all amounts
in the Distribution Account, Collection Account or Reserve Funds,
distributions on the Primary Assets (net of servicing fees, if any), and
reinvestment earnings on such net distributions and any Enhancement and all
other property and interests held by the Trustee pursuant to the Trust
Agreement for such Series.

'Trustee' means the trustee under an Agreement and its successors.

'UCC' means the Uniform Commercial Code.

'Variable Interest Certificate' means a Certificate on which interest
accrues at a rate that is adjusted, based upon a predetermined index, at fixed
periodic intervals, all as set forth in the related Prospectus Supplement.

'VISA' means VISA U.S.A., Inc.

'Zero Coupon Certificate' means a Certificate entitling the holder to
receive only payments of principal as specified in the related Prospectus
Supplement.
52

ANNEX I

GLOBAL CLEARANCE, SETTLEMENT
AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered Certificates
(the 'Global Securities') will be available only in book-entry form. Investors
in the Global Securities may hold such Global Securities through any of The
Depository Trust Company ('DTC'), CEDEL or Euroclear. The Global Securities
will be tradeable as home market instruments in both the European and U.S.
domestic markets. Initial settlement and all secondary trades will settle in
same-day funds.

Secondary market trading between investors holding Global Securities
through CEDEL and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional eurobond practice (i.e., seven calendar day settlement).

Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.

Secondary cross-market trading between CEDEL or Euroclear and DTC
participants holding Global Securities will be effected on a
delivery-against-payment basis through Citibank, N.A. ('Citibank') and Morgan
Guaranty Trust Company of New York ('Morgan') as the respective depositaries
of CEDEL and Euroclear and as participants in DTC.

Non-U.S. holders of Global Securities will be exempt from U.S. withholding
taxes, provided that such holders meet certain requirements and deliver
appropriate U.S. tax documents to the securities clearing organizations or
their participants.

Initial Settlement

All Global Securities will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the Global Securities
will be represented through financial institutions acting on their behalf as
direct and indirect participants in DTC. As a result, CEDEL and Euroclear will
hold positions on behalf of their participants through their respective
depositaries, Citibank and Morgan, which in turn will hold such positions in
accounts as participants of DTC.

Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to securities previously issued by the
Depositor. Investor securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Securities through CEDEL or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no 'lock-up' or restricted period. Global Securities will be credited to
the securities custody accounts on the settlement date against payment in
same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired
value date.

Trading between DTC participants. Secondary market trading between DTC
participants will be settled using the procedures applicable to securities
previously issued by the Depositor in same-day funds.

Trading between CEDEL and/or Euroclear participants. Secondary market
trading between CEDEL participants and/or Euroclear participants will be
settled using the procedures applicable to conventional eurobonds in same-day
funds.

Trading between DTC seller and CEDEL or Euroclear purchaser. When Global
Securities are to be transferred from the account of a DTC participant to the
account of a CEDEL participant or a Euroclear participant the purchaser will
send instructions to CEDEL or Euroclear through a participant at least one
business day prior to settlement. CEDEL or Euroclear will instruct Citibank or
Morgan,

I-1

respectively as the case may be, to receive the Global Securities against
payment. Payment will include interest accrued on the Global Securities from
and including the last coupon payment date to and excluding the settlement
date. For transactions settling on the 31st day of the month, payment will
include interest accrued to and excluding the first day of the following
month. Payment will then be made by Citibank or Morgan to the DTC
participant's account against delivery of the Global Securities. After
settlement has been completed, the Global Securities will be credited to the
respective clearing system and by the clearing system, in accordance with its
usual procedures, to the CEDEL participant's or Euroclear participant's
account. The Global Securities credit will appear the next day (European time)
and the cash debit will be back-valued to, and the interest on the Global
Securities will accrue from, the value date (which would be the preceding day
when settlement occurred in New York). If settlement is not completed on the
intended value date (i.e., the trade fails), the CEDEL or Euroclear cash debit
will be valued instead as of the actual settlement date.

CEDEL participants and Euroclear participants will need to make available
to the respective clearing systems the funds necessary to process same-day
funds settlement. The most direct means of doing so is to preposition funds
for settlement, either from cash on hand or existing lines of credit, as they
would for any settlement occurring within CEDEL or Euroclear. Under this
approach, they may take on credit exposure to CEDEL or Euroclear until the
Global Securities are credited to their accounts one day later.

As an alternative, if CEDEL or Euroclear has extended a line of credit to
them, participants can elect not to preposition funds and allow that credit
line to be drawn upon to finance settlement. Under this procedure, CEDEL

participants or Euroclear participants purchasing Global Securities would
incur overdraft charges for one day, assuming they cleared the overdraft when
the Global Securities were credited to their accounts. However, interest on
the Global Securities would accrue from the value date. Therefore, in many
cases the investment income on the Global Securities earned during that
one-day period may substantially reduce or offset the amount of such overdraft
charges, although this result will depend on each participant's particular
cost of funds.

Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending Global Securities
to Citibank or Morgan for the benefit of CEDEL participants or Euroclear
participants. The sale proceeds will be available to the DTC seller on the
settlement date. Thus, to the DTC participant a cross-market transaction will
settle no differently than a trade between two DTC participants.

Trading between CEDEL or Euroclear seller and DTC purchaser. Due to time
zone differences in their favor, CEDEL and Euroclear participants may employ
their customary procedures for transactions in which Global Securities are to
be transferred by the respective clearing system, through Citibank or Morgan,
to a DTC participant. The seller will send instructions to CEDEL or Euroclear
through a participant at least one business day prior to settlement. In these
cases, CEDEL or Euroclear will instruct Citibank or Morgan, as appropriate, to
deliver the bonds to the participant's account against payment. Payment will
include interest accrued on the Global Securities from and including the last
coupon payment date to and excluding the settlement date. For transactions
selling on the 31st day of the month, payment will include interest accrued to
and excluding the first day of the following month. The payment will then be
reflected in the account of the CEDEL participant or Euroclear participant the
following day, and receipt of the cash proceeds in the CEDEL or Euroclear
participant's account would be back-valued to the value date which would be
the preceding day, when settlement occurred in New York. Should the CEDEL or
Euroclear participant have a line of credit with its respective clearing
system and elect to be in debit in anticipation of receipt of the sale
proceeds in its account, back-valuation will extinguish any overdraft charges
incurred over that one-day period. If settlement is not completed on the
intended value date (i.e., the trade fails), receipt of the cash proceeds in
the CEDEL or Euroclear participant's account would instead be valued as of the
actual settlement date.

Finally, day traders that use CEDEL or Euroclear and that purchase Global
Securities from DTC participants for delivery to CEDEL participants or
Euroclear participants should note that these trades would automatically fail
on the sale side unless affirmative action were taken. At least three
techniques should be readily available to eliminate this potential problem.

I-2

(1) borrowing through CEDEL or Euroclear for one day (until the purchase
side of the day trade is reflected in their CEDEL or Euroclear accounts) in
accordance with the clearing system's customary procedures;

(2) borrowing the Global Securities in the U.S. from a DTC participant no
later than one day prior to settlement, which would give the Global Securities

sufficient time to be reflected in their CEDEL or Euroclear account in order
to settle the sale side of the trade; or

(3) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC participant is at least one
day prior to the value date for the sale to the CEDEL participant or Euroclear
participant.

Certain U.S. Federal Income Tax Documentation Requirements

A holder of Global Securities holding securities through CEDEL or
Euroclear (or through DTC if the holder has an address outside the U.S.) will
be subject to the 30% U.S. withholding tax that generally applies to payments
of interest (including original issue discount) on registered debt issued by
U.S. persons, unless such holder takes one of the following steps to obtain an
exemption or reduced tax rate:

Exemption for non-U.S. persons (Form W-8). Non U.S. persons that are
beneficial owners can obtain a complete exemption from the withholding tax
by filing a signed Form W-8 (Certificate of Foreign Status).

Exemption for non-U.S. persons with effectively connected income (Form
4224). A non-U.S. person, including a non-U.S. corporation or bank with a
U.S. branch, for which the interest income is effectively connected with
its conduct of a trade or business in the United States, can obtain an
exemption from the withholding tax by filing Form 4224 (exemption from
withholding of Tax on Income Effectively Connected with the Conduct of a
Trade or Business in the United States).

Exemption or reduced rate for non-U.S.persons resident in treaty
countries (Form 1001). Non-U.S. persons that are beneficial owners
residing in a country that has a tax treaty with the United States can
obtain an exemption or reduced tax rate (depending on the treaty terms) by
filing Form 1001 (Ownership, Exemption or Reduced Rate Class A2
Certificate). If the treaty provides only for a reduced rate, withholding
tax will be imposed at that rate unless the filer alternately files Form
W-8, Form 1001 may be filed by the beneficial owner or his agent.

Exemption for U.S. persons (Form W-9). U.S. persons can obtain a
complete exemption from the withholding tax by filing Form W-9 (Request
for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure. The Global Security
holder, or in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom he
holds (the clearing agency, in the case of persons holding directly on the
books for the clearing agency). Form W-8 and Form 1001 are effective for
three calendar years and Form 4224 is effective for one calendar year.

This summary does not deal with all aspects of federal income tax
withholding that may be relevant to foreign holders of these Global
Securities. Investors are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of these Global
Securities.

I-3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuances and Distribution.*

The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting compensation, are:

SEC Filing Fees. . . . . . . . . . . . . . . . . . . . . . $1,060,606.06**
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . 100,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . 20,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . 12,500.00
Trustee's Fees and Expenses. . . . . . . . . . . . . . . . 6,000.00
Rating Agency Fees . . . . . . . . . . . . . . . . . . . . 64,000.00
Printing and Engraving Fees. . . . . . . . . . . . . . . . 30,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . 10,000.00
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . $1,303,106.06
============

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

* All amounts, except the SEC Filing Fee, are estimates for expenses incurred
or to be incurred in connection with the issuance and distribution of one or
more series Securities in an aggregate principal amount assumed for these
purposes to be equal to the aggregate of the $3,500,000,000 of Securities
registered hereby and the amount previously registered and currently
outstanding.

**Previously paid.

Item 15. Indemnification of Directors and Officers.

Article VIII, Section 6, of the By-Laws of the Depositor sets forth
certain rights of the directors and officers of the Depositor to
indemnification. In addition, Section 145 of the Delaware General Corporation
Law contains detailed provisions on indemnification of directors and officers
of a Delaware corporation against expenses, judgments and the like in
connection with litigation. Reference is made to Exhibit 3.2 to this
Registration Statement for the complete text of Article VIII, Section 6 of the
By-laws.

Item 16. Exhibits.
1.1- Form of Underwriting Agreement.*
1.2- Form of Underwriting Agreement.**
3.1- Restated Certificate of Incorporation of Lehman ABS Corporation.***
3.2- Form of By-Laws of Lehman ABS Corporation.+
4.1- Form of Pooling and Servicing Agreement.*

4.2- Form of Pooling Agreement.++
4.3- Form of Trust Agreement.**
4.4- Form of Master Pooling and Servicing Agreement.**
4.5- Form of Sale Agreement.**
4.6- Form of Indenture.**
4.7- Form of Trust Agreement.++++++

5.1- Opinion of Brown & Wood LLP as to legality.
8.1- Opinion of Brown & Wood LLP as to tax matters.

10.1- Form of Mortgage Loan Purchase Agreement.++++++

23.1- Consent of Brown & Wood LLP (included as part of Exhibits 5.1
and 8.1).

23.3- Consent of Ernst & Young.******
23.4- Consent of Coopers & Lybrand.*****
23.5- Consent of KPMG Peat Marwick.********
24.1- Power of Attorney of Directors and Officers
of Company.++++++++++

25.1- Form T-1 Statement of Eligibility and Qualification under, and
Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) of, the Trust Indenture Act of 1939 of The
Bank of New York.

25.2- Form T-1 Statement of Eligibility and Qualification under, and
Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) of, the Trust Indenture Act of 1939 of The
First National Bank of Chicago (separately bound).++++++++++
99.1- Financial statements of Financial Security Assurance Inc. as of
December 31, 1994, 1993 and 1992 (audited) and as of June 30,
1995 (unaudited).*****
99.2- Form of Certificate Insurance Policy.*****
99.3- Financial statements of Capital Markets Assurance Corporation as
of December 31, 1994 and 1993 and the six-month period ended
December 31, 1992 (audited) and as of March 31, 1995
(unaudited).********
99.4- Form of Surety Bond issued by Capital Markets Assurance
Corporation.********
99.5- Financial Statements of Financial Guaranty Insurance Company as
of December 31, 1994 and 1993 (audited) and as of June 30, 1995
(unaudited).******
99.6- Form of Certificate Insurance Policy.******
99.7- Financial Statements of Municipal Bond Investors Assurance
Corporation as of December 31, 1994 and 1993 (audited) and as
of September 30, 1995 (unaudited).*******
99.8- Form of Certificate Insurance Policy.*******
- ------------
* Previously filed in Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Reg. No. 33-67542), filed with the
Commission by the Registrant on August 17, 1993.
** Previously filed in Pre-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Reg. No. 33-69720), filed with the
Commission by the Registrant on November 16, 1993.
*** Incorporated by reference to Post-Effective Amendment No. 1 to

Registration Statement on Form S-3 (Reg. No. 33-67542), filed with
the Commission by the Registrant on August 17, 1993.
+ Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33-20084), filed with
the Commission by the Registrant on January 13, 1993.
++ Previously filed in Post-Effective Amendment No. 5 to Registration
Statement on Form S-3 (Reg. No. 33-67542), filed with the
Commission by the Registrant on February 28, 1994.
**** Previously filed in Post-Effective Amendment No. 2 to Registration
Statement on Form S-3 (Reg. No. 33- 90642), filed with the
Commission by the Registrant on July 17, 1995.
++++++ Previously filed in Registration Statement on Form S-3 (Reg. No.
33-85946) and Post-Effective Amendment No. 6 to Registration
Statement on Form S-3 (Reg No. 33-78396), filed with the Commission
by the Registrant on November 3, 1994.
++++++++ Previously filed in Registration Statement on Form S-3 (Reg. No.
33-87188), filed with the Commission on December 7, 1994.
++++++++++ Previously filed in Registration Statement on Form S-3 (Reg. No.
33-90642), filed with the Commission on March 27, 1995.
***** Previously filed in Post-Effective Amendment No. 3 to Registration
Statement on Form S-3 (Reg. No. 33-90642), filed with the
Commission on July 24, 1995.
****** Previously filed in Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Reg. No. 33-98594), filed with the
Commission on November 9, 1995.
******* Previously filed in Post-Effective Amendment No. 2 to Registration
Statement on Form S-3 (Reg. No. 33-98594), filed with the
Commission on November 14, 1995.
******** Previously filed in Post-Effective Amendment No. 3 to Registration
Statement on Form S-3 (Reg. No. 33-98594), filed with the
Commission on November 15, 1995.

Item 17. Undertakings.

A. Undertaking Pursuant to Rule 415.

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change of such information in the Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933 each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

B. Filings Incorporating Subsequent Exchange Act Documents by Reference.

The Registrant hereby undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

C. Undertaking in respect of indemnification.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of

the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 5th day of
November, 1997.

LEHMAN ABS CORPORATION

By /s/ Mark L. Zusy
--------------------------
Mark L. Zusy
Chairman of the Board and Assistant Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Mark L. Zusy and Martin P. Harding, or
any of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date

/s/ Mark L. Zusy Chairman of the Board November 5, 1997
- ----------------------- Director and
Mark L. Zusy Assistant Secretary

/s/ Theodore P. Janulis President (Principal November 5, 1997
- ----------------------- Executive Officer)
Theodore P. Janulis and Director

/s/ Charles Hintz (Principal Financial November 5, 1997

- ----------------------- Officer)
Charles Hintz

/s/ David Goldfarb Controller (Principal November 5, 1997
- ----------------------- Accounting Officer)
David Goldfarb

/s/ James J. Sullivan Director November 5, 1997
- -----------------------
James J. Sullivan

<PAGE>

EXHIBIT INDEX
-------------

Exhibit
No. Description of Exhibit
- ------- ----------------------
1.1 - Form of Underwriting Agreement.*
1.2 - Form of Underwriting Agreement.**
3.1 - Restated Certificate of Incorporation of Lehman ABS Corporation.***
3.2 - Form of By-Laws of Lehman ABS Corporation.+
4.1 - Form of Pooling and Servicing Agreement.*
4.2 - Form of Pooling Agreement.++
4.3 - Form of Trust Agreement.**
4.4 - Form of Master Pooling and Servicing Agreement.**
4.5 - Form of Sale Agreement.**
4.6 - Form of Indenture.**
4.7 - Form of Trust Agreement.++++++

5.1 - Opinion of Brown & Wood LLP as to legality.
8.1 - Opinion of Brown & Wood LLP as to tax matters.

10.1 - Form of Mortgage Loan Purchase Agreement.++++++

23.1 - Consent of Brown & Wood LLP (included as part of Exhibits 5.1
and 8.1).

23.3 - Consent of Ernst & Young.******
23.4 - Consent of Coopers & Lybrand.*****
23.5 - Consent of KPMG Peat Marwick.********
24.1 - Power of Attorney of Directors and Officers
of Company.++++++++++

25.1 - Form T-1 Statement of Eligibility and Qualification under, and
Application to Determine Eligibility of a Trustee Pursuant to
Section 305(b)(2) of, the Trust Indenture Act of 1939 of The
Bank of New York.

of December 31, 1994 and 1993 (audited) and as of June 30, 1995
(unaudited).******
99.6 - Form of Certificate Insurance Policy.******
99.7 - Financial Statements of Municipal Bond Investors Assurance
Corporation as of December 31, 1994 and 1993 (audited) and as
of September 30, 1995 (unaudited).*******
99.8 - Form of Certificate Insurance Policy.*******
- ------------
* Previously filed in Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Reg. No. 33-67542), filed with the
Commission by the Registrant on August 17, 1993.
** Previously filed in Pre-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Reg. No. 33-69720), filed with the
Commission by the Registrant on November 16, 1993.
*** Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33-67542), filed with
the Commission by the Registrant on August 17, 1993.
+ Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 33-20084), filed with
the Commission by the Registrant on January 13, 1993.
++ Previously filed in Post-Effective Amendment No. 5 to Registration
Statement on Form S-3 (Reg. No. 33-67542), filed with the
Commission by the Registrant on February 28, 1994.
**** Previously filed in Post-Effective Amendment No. 2 to Registration
Statement on Form S-3 (Reg. No. 33- 90642), filed with the
Commission by the Registrant on July 17, 1995.

++++++ Previously filed in Registration Statement on Form S-3 (Reg. No.
33-85946) and Post-Effective Amendment No. 6 to Registration
Statement on Form S-3 (Reg No. 33-78396), filed with the Commission
by the Registrant on November 3, 1994.
++++++++ Previously filed in Registration Statement on Form S-3 (Reg. No.
33-87188), filed with the Commission on December 7, 1994.
++++++++++ Previously filed in Registration Statement on Form S-3 (Reg. No.
33-90642), filed with the Commission on March 27, 1995.
***** Previously filed in Post-Effective Amendment No. 3 to Registration
Statement on Form S-3 (Reg. No. 33-90642), filed with the
Commission on July 24, 1995.
****** Previously filed in Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Reg. No. 33-98594), filed with the
Commission on November 9, 1995.
******* Previously filed in Post-Effective Amendment No. 2 to Registration
Statement on Form S-3 (Reg. No. 33-98594), filed with the
Commission on November 14, 1995.
******** Previously filed in Post-Effective Amendment No. 3 to Registration
Statement on Form S-3 (Reg. No. 33-98594), filed with the
Commission on November 15, 1995.

<PAGE>

Exhibit 5.1

November 5, 1997

Lehman ABS Corporation
Three World Financial Center
New York, New York 10285

Re: Lehman ABS Corporation
Registration Statement on Form S-3
----------------------------------

Ladies and Gentlemen:

We have acted as counsel for Lehman ABS Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-3 (the "Registration Statement") relating to
the Securities (defined below) and with the authorization and issuance from time
to time in one or more series (each, a "Series") of up to $3,500,000,000
aggregate principal amount of asset-backed securities (the "Securities").
Pursuant to Rule 429 under the Securities Act of 1933, as amended (the "1933
Act"), the Registration Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-14293. As set forth in the Registration
Statement, each Series of Securities will be issued under and pursuant to the
conditions of a separate pooling and servicing agreement, master pooling and
servicing agreement, pooling agreement, trust agreement or indenture (each, an
"Agreement") among the Company, a trustee (the "Trustee") and where appropriate,
a servicer (the "Servicer"), each to be identified in the prospectus supplement
for such Series of Securities.

We have examined copies of the Company's Restated Certificate of
Incorporation, the Company's By-laws and forms of each Agreement, as filed or
incorporated by reference as exhibits to the Registration Statement, and the
forms of Securities included in any Agreement so filed or incorporated by
reference in the

<PAGE>

Registration Statement and such other records, documents and statutes as we have
deemed necessary for purposes of this opinion.

Based upon the foregoing, we are of the opinion that:

1. When any Agreement relating to a Series of Securities has been duly
and validly authorized by all necessary action on the part of the Company and
has been duly executed and delivered by the Company, the Servicer, if any, the
Trustee and any other party thereto, such Agreement will constitute a legal,
valid and binding agreement of the Company, enforceable against the Company in

accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting creditors' rights
generally or by general equity principles.

2. When a Series of Securities has been duly authorized by all
necessary action on the part of the Company (subject to the terms thereof being
otherwise in compliance with applicable law at such time), duly executed and
authenticated by the Trustee for such Series in accordance with the terms of the
related Agreement and issued and delivered against payment therefor as described
in the Registration Statement, such Series of Securities will be legally and
validly issued, fully paid and nonassessable, and the holders thereof will be
entitled to the benefits of the related Agreement.

In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York (excluding
choice of law principles therein) and the federal laws of the United States of
America.

We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in each Prospectus forming a part of the Registration Statement,
without admitting that we are "experts" within the meaning of the 1933 Act or
the Rules and Regulations of the Commission issued thereunder, with respect to
any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Brown & Wood LLP

<PAGE>

Exhibit 8.1

November 5, 1997

Lehman ABS Corporation
Three World Financial Center
New York, New York 10285

Re: Lehman ABS Corporation
Registration Statement on Form S-3
----------------------------------

Ladies and Gentlemen:

We have acted as special tax counsel for Lehman ABS Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-3 (the "Registration Statement") relating to
the Securities (defined below) and with the authorization and issuance from time
to time in one or more series (each, a "Series") of up to $3,500,000,000
aggregate principal amount of asset-backed securities (the "Securities").
Pursuant to Rule 429 under the Securities Act of 1933, as amended (the "1933
Act"), the Registration Statement also constitutes Post-Effective Amendment No.
1 to Registration Statement No. 333-14293. The Registration Statement is being
filed with the Securities and Exchange Commission under the 1933 Act. As set
forth in the Registration Statement, each Series of Securities will be issued
under and pursuant to the conditions of a separate pooling and servicing
agreement, master pooling and servicing agreement, pooling agreement, trust
agreement or indenture (each an "Agreement") among the Company, a trustee (the
"Trustee") and, where appropriate, a servicer (the "Servicer"), each to be
identified in the prospectus supplement for such Series of Securities.

We have examined the prospectuses contained in the

<PAGE>

Registration Statement (each, a "Prospectus") and such other documents, records
and instruments as we have deemed necessary for the purposes of this opinion.

In arriving at the opinion expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the part
of the Company, the Trustee, the Servicer (where applicable) and any other party
thereto for such Series of Securities and will be duly executed and delivered by
the Company, the Trustee, the Servicer and any other party thereto substantially
in the applicable form filed or incorporated by reference as an exhibit to the
Registration Statement, that each Series of Securities will be duly executed and

delivered in substantially the forms set forth in the related Agreement filed or
incorporated by reference as an exhibit to the Registration Statement, and that
Securities will be sold as described in the Registration Statement.

As special tax counsel to the Company, we have advised the Company with
respect to certain federal income tax aspects of the proposed issuance of each
Series of Securities pursuant to the related Agreement. Such advice has formed
the basis for the description of selected federal income tax consequences for
holders of such Securities that appear under the heading "Certain Federal Income
Tax Considerations" in each Prospectus forming a part of the Registration
Statement. Such description does not purport to discuss all possible federal
income tax ramifications of the proposed issuance of the Securities, but with
respect to those federal income tax consequences which are discussed, in our
opinion, the description is accurate in all material respects.

This opinion is based on the facts and circumstances set forth in the
Registration Statement and in the other documents reviewed by us. Our opinion as
to the matters set forth herein could change with respect to a particular Series
of Securities as a result of changes in fact or circumstances, changes in the
terms of the documents reviewed by us, or changes in the law subsequent to the
date hereof. Because the Prospectuses contemplate Series of Securities with
numerous different characteristics, you should be aware that the particular
characteristics of each Series of Securities must be considered in determining
the applicability of this opinion to a particular Series of Securities.

We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Certain Federal Income Tax Considerations" in each Prospectus forming a part of
the Registration Statement,

<PAGE>

without admitting that we are "experts" within the meaning of the 1933 Act or
the Rules and Regulations of the Commission issued thereunder, with respect to
any part of the Registration Statement, including this exhibit.

Very truly yours

/s/ Brown & Wood LLP

<PAGE>
Exhibit 25.1

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

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) / /

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

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

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

LEHMAN ABS CORPORATION
(Exact name of obligor as specified in its charter)

Delaware 13-3447441
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

Three World Financial Center
200 Vesey Street
New York, New York 10285-1600
(Address of principal executive offices) (Zip code)

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

Asset Backed Securities
(Title of the indenture securities)

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

<PAGE>

1. General information. Furnish the following information as to the
Trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------

Superintendent of Banks of the State 2 Rector Street, New York,
of New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)

-2-

<PAGE>

6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration
Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.

-3-

<PAGE>

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 23rd day of October, 1997.

THE BANK OF NEW YORK

By: /S/JOSEPH ERNST
---------------------------
Name: JOSEPH ERNST
Title: ASSISTANT VICE PRESIDENT

<PAGE>

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1997,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository
institutions:
Noninterest-bearing balances and
currency and coin .................. $ 7,769,502

Interest-bearing balances .......... 1,472,524
Securities:
Held-to-maturity securities ........ 1,080,234
Available-for-sale securities ...... 3,046,199
Federal funds sold and Securities purchased
under agreements to resell...... 3,193,800
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................35,352,045
LESS: Allowance for loan and
lease losses ..............625,042
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 34,726,574
Assets held in trading accounts ...... 1,611,096
Premises and fixed assets (including
capitalized leases) ................ 676,729
Other real estate owned .............. 22,460
Investments in unconsolidated
subsidiaries and associated
companies .......................... 209,959
Customers' liability to this bank on
acceptances outstanding ............ 1,357,731
Intangible assets .................... 720,883
Other assets ......................... 1,627,267
-----------
Total assets ......................... $57,514,958
===========

LIABILITIES

Deposits:
In domestic offices ................ $26,875,596
Noninterest-bearing ......11,213,657
Interest-bearing .........15,661,939
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 16,334,270
Noninterest-bearing .........596,369
Interest-bearing .........15,737,901
Federal funds purchased and Securities
sold under agreements to repurchase. 1,583,157
Demand notes issued to the U.S.
Treasury ........................... 303,000
Trading liabilities .................. 1,308,173
Other borrowed money:
With remaining maturity of one year
or less .......................... 2,383,570
With remaining maturity of more than
one year through three years.......... 0
With remaining maturity of more than
three years ......................... 20,679
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,377,244
Subordinated notes and debentures .... 1,018,940
Other liabilities .................... 1,732,792
-----------
Total liabilities .................... 52,937,421
-----------

EQUITY CAPITAL
Common stock ........................ 1,135,284
Surplus ............................. 731,319
Undivided profits and capital
reserves .......................... 2,721,258
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 1,948
Cumulative foreign currency translation
adjustments ....................... ( 12,272)
-----------
Total equity capital ................ 4,577,537
-----------
Total liabilities and equity
capital ........................... $57,514,958
===========

I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

Robert E. Keilman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Renyi )
J. Carter Bacot ) Directors
Alan R. Griffith )